Monthly. On or prior to the 20th calendar day of each calendar month, beginning with November 2023 (such date, the “Monthly Reporting Date”), the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor shall provide to the Collateral Agent information as is reasonably requested by the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and the Administrative Agent. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 3 contracts
Samples: Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.), Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.), Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.)
Monthly. On or Not later than two (2) Business Days prior to the 20th 15th calendar day of each calendar month, beginning with November 2023 February 2019 (other than March, June, September and December in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor Servicer shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Tranche A Borrowing Base, (vi) Tranche B Borrowing Base, (vii) Tranche C Borrowing Base, (viii) Tranche A OC Ratio, (ix) Tranche B OC Ratio, (x) Tranche C OC Ratio, (xi) each Tranche Minimum OC Coverage Test, (xii) each Coverage Test, (vixiii) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (viixiv) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixv) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 2 contracts
Samples: Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund), Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)
Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with November 2023 February 2019 (other than March, June, September and December in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor Servicer shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Tranche A Borrowing Base, (vi) Tranche B Borrowing Base, (vii) Tranche C Borrowing Base, (viii) Tranche A OC Ratio, (ix) Tranche B OC Ratio, (x) Tranche C OC Ratio, (xi) each Tranche Minimum OC Coverage Test, (xii) each Coverage Test, (vixiii) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (viixiv) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixv) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 2 contracts
Samples: Revolving Credit and Security Agreement (Blackstone Secured Lending Fund), Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)
Monthly. On or Not later than two (2) Business Days prior to the 20th 15th calendar day of each calendar month, beginning with November 2023 June 2024 (other than January, April, July and October in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Investment Advisor shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Investment Advisor, the Administrative Agent, the Collateral Administrator and the Collateral Agent. The Investment Advisor shall compile and provide (or cause to be provided) to the Collateral Agent, the Collateral Administrator and the Administrative Agent a loan data file (the “Data File”) in the form as agreed between the Administrative Agent and the Borrower on or prior to the Closing Date for the previous monthly period ending on the Monthly Report Determination Date (containing such information agreed upon by the Investment Advisor, the Collateral Administrator, the Collateral Agent and the Administrative Agent). The Investment Advisor shall provide (or cause to be provided) the Data File to the Collateral Agent information as is reasonably requested by Administrator and the Collateral Agent or necessary at least six (6) Business Days prior to produce the Monthly Reporting Date and, with respect to a Payment Date Report, at least six (6) Business Days prior to the Payment Date. The Collateral Administrator shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Investment Advisor on its behalf), re-calculate the calculations in clauses (i) through (xi) below made by the Investment Advisor in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within five (5) Business Days of the receipt thereof and notify the Investment Advisor and the Administrative Agent in the event of any discrepancy between the Collateral Administrator’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on Administrator shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each the OC Ratio, (vi) the Minimum OC Coverage Test, (vivii) the Interest Coverage Ratio Test, (viii) the Collateral Quality Test, (ix) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (viix) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, Accounts and (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and the Administrative Agent. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 2 contracts
Samples: Revolving Credit and Security Agreement (Fidelity Private Credit Fund), Revolving Credit and Security Agreement (Fidelity Private Credit Fund)
Monthly. On or Not later than two (2) Business Days prior to the 20th 15th calendar day of each calendar monthmonth (other than January, beginning with November 2023 April, July, and October in each year) such date (such date, the “Monthly Reporting Date”), the Collateral Agent Borrower shall compile and provide (or cause to be compiled and provided) to the Agents, the EquityholderCollateral Manager, the Borrower and the Lenders, a monthly report (which includes a Borrowing Base Calculation Statement prepared by the Collateral Manager and provided to the Collateral Agent for inclusion in the prior calendar month Monthly Report) (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor Borrower shall compile and provide (or cause to be compiled and provided) to the Collateral Administrative Agent information as is reasonably requested by a loan data file (the Collateral Agent or necessary to produce “Data File”) for the previous monthly period ending on the Monthly Report. The Collateral Agent shall, based, in part, on the Report Determination Date (containing such information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Borrower (or the Collateral AgentManager on its behalf), the Investment Advisor and the Administrative Agent). The Borrower shall provide (or cause to be provided) the Data File at least two (2) Business Days prior to the Monthly Reporting Date. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such the prior calendar month. For the avoidance of doubt, the first Monthly Report shall be delivered on August 15, 2014 and shall be determined with respect to the Monthly Report Determination Date that is July 31, 2014. The Monthly Report for a calendar month shall be in a form reasonably acceptable to the Borrower, the Collateral Agent, the Collateral Manager and the Administrative Agent and shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to timeset forth in Schedule 2 hereto, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 2 contracts
Samples: Credit and Security Agreement (Business Development Corp of America), Credit and Security Agreement (Business Development Corp of America)
Monthly. On or Commencing in September 2022, one Business Day prior to the 20th calendar day of each calendar month, beginning with November 2023 (such datePayment Date, the “Monthly Reporting Date”)Borrower shall compile, the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Borrower shall then provide or make available such Monthly Report to the Collateral Agent information as is reasonably requested by the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and the Administrative Agent. As used hereinCollateral Administrator, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorManager, the Administrative Agent and each Lender, provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Collateral Agent from time Agent’s website and providing access thereto to timesuch parties. The Monthly Report shall contain the following information and instructions with respect to the Collateral, and shall be determined (or identified by the Borrower to the Collateral Administrator) as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the related Payment Date: With respect to the Collateral Agent in connection with Portfolio:
(i) the preparation Aggregate Principal Amount of the Monthly Reports Collateral Obligations and the Eligible Investments;
(ii) the Principal Balance, currency, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each daily report delivered Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be;
(iii) an indication as to the classification of such Collateral Obligation (i.e., first lien, etc.); and whether such Collateral Obligation has been designated as a “Private Asset” or a “Non-Private Asset” pursuant to Section 8.07(cthe terms of this Agreement;
(iv) below. Without limiting the generality owner of such Collateral Obligation;
(v) the nature, source and amount of any Proceeds in each of the foregoingTransaction Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the Investment Advisor shall timely supply date of determination of the last Monthly Report;
(vi) the number, identity and, if applicable, principal amount of any information maintained by Collateral that was released for sale or other disposition (specifying the category of permitted sales under which it that falls and whether such Collateral Obligation or other property is subject to a Value Adjustment Event or is an Ineligible Asset) and the number, identity and, if applicable, par value of Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared Acquired by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective Entities since the immediately preceding date of determination of the last Monthly Report (or, in respect the case of the first Monthly Report, since the Initial Credit Date);
(vii) (a) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date) and the date on which such Value Adjustment Event occurred, (b) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Initial Credit Date), the date on which such Value Adjustment Event occurred and the Market Value of such Collateral Obligation as of the date of determination of the current Monthly Report and (c) the Aggregate Principal Amount of all such Collateral Obligations;
(viii) the Acquisition or sale price of each item of Collateral Acquired by each Borrower Entity, in each case since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Investment Manager;
(ix) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date);
(x) for each Collateral Obligation in the Collateral Portfolio, a calculation of each Financial Ratio as of such date of determination and for each prior Financial Ratio Test Period, all in form and detail reasonably satisfactory to the Administrative Agent; and
(xi) such other information as the Collateral Agent, Investment Manager, the Administrative Agent or the Requisite Lenders may reasonably request regarding the Loans and the Collateral therefor. With respect to the payments to be made on such Payment Date:
(i) the Aggregate Principal Amount of the Collateral Obligations as of the close of business on such Determination Date, after giving effect to (A) Proceeds received on the Collateral Obligations with respect to the related Due Period and the reinvestment of such Proceeds in substitute Collateral Obligations or Eligible Investments during such Due Period and (B) the release of any Collateral Obligations during such Due Period;
(ii) the aggregate outstanding principal balance of the Loans, as an aggregate Dollar figure and as a percentage of the original aggregate outstanding principal balance of the Loans at the beginning of the Due Period), the amount of principal payments to be made on the Loans on the next Payment Date, the amount of any overdue interest and the aggregate outstanding principal balance of the Loans as a Dollar figure and as a percentage of the original aggregate outstanding principal balance, in each case after giving effect to the principal payments, if any, for such Payment Date;
(iii) the amount of Accrued Interest payable to the Lenders for such Payment Date (and the components thereof under Section 2.5), the amount of the BSL Rebate Amount for such Payment Date, and the amount of Interest Proceeds and Principal Proceeds payable to the Equity Holder (in each case determined as of the related Determination Date);
(iv) the amount of Principal Proceeds to be applied pursuant to clause (1) of the Principal Priority of Payments (in each case determined as of the related Determination Date);
(v) the Administrative Expenses payable for such Payment Date on an itemized basis (determined as of the related Determination Date);
(vi) for the Interest Collection Account:
(1) the Balance on deposit in the Interest Collection Account at the end of the related Due Period, in each Specified Currency;
(2) the amounts payable from the Closing Interest Collection Account (through a transfer to the Payment Account) pursuant to subclauses (1) through (9) of the Interest Priority of Payments and subclauses (1) through (6) of the Principal Priority of Payments for such Payment Date, in each case in each Specified Currency; and
(3) the Balance remaining in the Interest Collection Account immediately after all payments and deposits to be made on such Payment Date (determined as of the related Determination Date);
(vii) for the Principal Collection Account:
(1) the Balance on deposit in the Principal Collection Account at the end of the related Due Period, in each Specified Currency;
(2) the amounts, if any, payable from the Principal Collection Account (through a transfer to the Payment Account) as Interest Proceeds pursuant to the Interest Priority of Payments and as Principal Proceeds pursuant to the Principal Priority of Payments for such Payment Date (in each case determined as of the related Determination Date), in each Specified Currency; and
(3) the Balance remaining in the Principal Collection Account immediately after all payments and deposits to be made on such Payment Date (determined as of the related Determination Date), in each Specified Currency;
(viii) the amount of unpaid interest, if any, with respect to any Loans (in each case determined as of the related Determination Date), in each Specified Currency;
(ix) the Principal Payments received during the related Due Period, in each Specified Currency;
(x) the Principal Proceeds received during the related Due Period, in each Specified Currency;
(xi) the Interest Proceeds received during the related Due Period, in each Specified Currency;
(xii) the amounts payable pursuant to each subclause of the Interest Priority of Payments and the Principal Priority of Payments on the related Payment Date in each Specified Currency (in each case determined as of the related Determination Date); and
(xiii) such other information as the Collateral Agent, Investment Manager or the Administrative Agent may reasonably request regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower and the Investment Manager if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent in its records and detail any discrepancies. If any discrepancy exists, the Collateral Agent and the Borrower, or the Investment Manager on behalf of the Borrower, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s records, the Monthly Report or the Collateral Agent’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Apollo Debt Solutions BDC), Credit Agreement (Apollo Debt Solutions BDC)
Monthly. On or Commencing in January, 2020, (i) in the case of a month in which there is no Payment Date, not later than the seventh Business Day after the 10th day of such month and (ii) in the case of a month in which there is a Payment Date, one Business Day prior to the 20th calendar day of each calendar month, beginning with November 2023 (such datePayment Date, the “Monthly Reporting Date”)Borrower shall compile, the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Borrower shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral Agent information as is reasonably requested by the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and Collateral Administrator, the Administrative Agent. As used herein, the “Investment Manager and each Lender (as identified by the Administrative Agent), provided that a Monthly Report Determination Date” with respect may be provided to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, party by posting such Monthly Report on the next Business Day) will be the last day of Collateral Agent’s website and providing access thereto to such calendar monthparties. The Monthly Report for a calendar month shall contain the following information and instructions with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorCollateral, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of (1) in the Monthly Report case of a month in which there is no Payment Date, the 10th day of the applicable month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such calendar month. The Investment Advisor shall cooperate with Payment Date:
(i) With respect to the Collateral Portfolio:
(1) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments, each in their respective Specified Currencies;
(2) the Principal Balance, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), Domicile, Specified Currency and Obligor of each Collateral Obligation and Eligible Investment;
(3) the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be;
(4) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); and
(5) whether each Collateral Obligation has been designated as a “Private Collateral Obligation” or a “Public Collateral Obligation” pursuant to the terms hereof;
(ii) the nature, source and amount of any Proceeds in each of the Borrower Accounts (and all relevant subaccounts) including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of the last Monthly Report, each in their relevant Specified Currencies;
(iii) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category of permitted sales under Section 8.1) and the number, identity and, if applicable, par value of Collateral acquired by the Borrower and in which the Borrower, pursuant to the Transaction Documents, has Granted an interest to the Collateral Agent in connection with since the preparation date of determination of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding last Monthly Report (or, in respect the case of the first Monthly Report, from since the Closing Initial Funding Date);
(iv) (a) the identity of each Collateral Obligation which became a Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and the date on which such Collateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation that is a Defaulted Obligation as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Initial Funding Date), the date on which such Collateral Obligation became a Defaulted Obligation and the Market Value of such Defaulted Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all Defaulted Obligations;
(v) the purchase or sale price of each item of Collateral acquired by the Borrower and in which the Borrower, pursuant to the Collateral Documents, has Granted an interest to the Collateral Agent and each item of Collateral sold by the Borrower, in each case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Investment Manager;
(vi) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date);
(vii) determinations made by the Calculation Agent hereunder that are not otherwise included in items (i) through (vi) above, including, without limitation, calculations with respect to the Borrowing Base, in each case as most recently identified by the Calculation Agent to the Borrower and the Collateral Administrator; and
(viii) such other information as the Investment Manager, the Calculation Agent or the Requisite Lenders may reasonably request upon reasonable advance notice regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Report, the Investment Manager shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower, the Collateral Agent and the Administrative Agent if the information contained in the Monthly Report does not conform to the information maintained by the Investment Manager in its records and detail any discrepancies. In the event that any discrepancy exists, the Collateral Agent and the Borrower, or the Investment Manager on behalf of the Borrower, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s records, the Monthly Report or the Collateral Agent’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement.
Appears in 1 contract
Monthly. On or Commencing in April 2013, (i) in the case of a month in which there is no Payment Date, not later than the seventh (7th) Business Day after the 17th day of such month and (ii) in the case of a month in which there is a Payment Date, one Business Day prior to the 20th calendar day of each calendar month, beginning with November 2023 (such datePayment Date, the “Monthly Reporting Date”)Issuer shall compile, the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Issuer shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral Agent information as is reasonably requested by Trustee, the Collateral Agent Administrator, the Collateral Manager and any Holder of the Class A Notes and, upon written request in the form of Exhibit D attached hereto, by first-class mail or necessary electronic mail to produce the any other Noteholder (or its designee), provided that a Monthly Report. The Collateral Agent shall, based, in part, Report may be provided to any such party by posting such Monthly Report on the information provided Trustee’s website and providing access thereto to it, calculate: such parties. Such written request from a Noteholder (ior its designee) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by submitted directly to the Collateral AgentTrustee, the Investment Advisor and the Administrative Agent. As used herein, Trustee shall forward such written request to the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar monthIssuer for processing. The Monthly Report for a calendar month shall contain the following information and instructions with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorCollateral, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of (1) in the Monthly Report case of a month in which there is no Payment Date, the 10th day of the applicable month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such calendar month. The Investment Advisor shall cooperate with Payment Date:
(i) With respect to the Collateral Agent in connection with Portfolio:
(A) the preparation Aggregate Principal Amount of the Monthly Reports Collateral Obligations and the Eligible Investments;
(B) the Principal Balance, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each daily report delivered pursuant to Section 8.07(cCollateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be;
(C) below. Without limiting the generality CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the foregoing, case may be;
(D) the identity of each Collateral Obligation and Eligible Investment Advisor shall timely supply that has been placed on watch by any information maintained by it that Rating Agency and the Collateral Agent may from time to time reasonably request and reasonably needs to complete watch list status;
(E) the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document S&P Recovery Rate for each Collateral Asset that constitutes Obligation; and
(F) An indication as to whether each such Collateral Obligation is (1) a Material Modification that became effective Senior Secured Loan, (2) a Second Lien Loan, (3) a Senior Unsecured Loan, (4) a Defaulted Obligation, (5) a Participation (indicating the related Selling Institution and its ratings by each Rating Agency), (6) a Subordinated Loan, (7) a Fixed Rate Collateral Obligation, (8) a DIP Loan, (9) a First Lien Last Out Loan, (10) a Deferrable Obligation (indicating whether such Deferrable Obligation is a Deferring Obligation) or (11) a LIBOR Floor Obligation;
(ii) the nature, source and amount of any Proceeds in each of the Issuer Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the immediately preceding date of determination of the last Monthly Report;
(iii) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category under Article XII under which it falls) and the number, identity and, if applicable, par value of Collateral acquired by the Issuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee since the date of determination of the last Monthly Report (or, in respect the case of the first Monthly Report, from since the Closing Date);
(iv) (a) the identity of each Collateral Obligation which became a Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the date on which such Collateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation that is a Defaulted Obligation as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Closing Date), the date on which such Collateral Obligation became a Defaulted Obligation and the Market Value of such Defaulted Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all Defaulted Obligations;
(v) the purchase or sale price of each item of Collateral acquired by the Issuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee and each item of Collateral sold by the Issuer, in each case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Issuer or the Collateral Manager;
(vi) the Coverage Tests and whether the Coverage Tests are satisfied;
(vii) the Class A Par Value Ratio;
(viii) (1) the Minimum Weighted Average Fixed Rate Coupon, the Weighted Average Fixed Rate Coupon and whether the Minimum Weighted Average Fixed Rate Coupon Test is satisfied, and (2) the Minimum Weighted Average Floating Spread, the Weighted Average Floating Spread and whether the Minimum Weighted Average Floating Spread Test is satisfied;
(ix) the level at which each of the criteria of the Concentration Limitations is satisfied, the calculation of each of the criteria of the Concentration Limitations and whether each of the criteria satisfies the Concentration Limitations;
(x) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date), (B) the Xxxxx’x rating and S&P rating of such Collateral Obligation prior to such upgrade or downgrade, as applicable, and (C) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date);
(xi) the percentage of the Aggregate Principal Amount of the Collateral Portfolio that consists of Participations with Selling Institutions falling into the rating category set forth in the definition of the term “Selling Institution”;
(xii) with respect to the determination of the “Market Value” of any Collateral Obligation, the identity of the dealers from which the Collateral Manager tried to obtain bids;
(xiii) with respect to the S&P CDO Monitor Test:
(1) the Weighted Average Life; and
(2) the data produced by the test result page of the S&P CDO Monitor Test; and
(xiv) such other information as the Trustee, Collateral Manager or the Majority of the Controlling Class may reasonably request regarding the Class A Notes and the Collateral therefor. On the same date that the Monthly Report is delivered, the Issuer shall cause to be made available to S&P the Excel Default Model Input File (provided that the specific parameters identified by S&P have been delivered to the Issuer) and an electronic file containing the list of collateral, in each case determined as of the Monthly Report; provided, however, that if a Payment Date occurs in such month, such determination shall be made as of the Determination Date for such Payment Date and such information shall be delivered one Business Day before such Payment Date. Upon receipt of each Monthly Report, the Trustee shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Issuer and the Collateral Manager if the information contained in the Monthly Report does not conform to the information maintained by the Trustee in its records and detail any discrepancies. In the event that any discrepancy exists, the Trustee and the Issuer, or the Collateral Manager on behalf of the Issuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Trustee shall within five Business Days cause the Independent accountants appointed by the Issuer pursuant to Section 10.7 to review such Monthly Report and the Trustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Trustee’s records, the Monthly Report or the Trustee’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Indenture.
Appears in 1 contract
Samples: Indenture (FS Investment Corp II)
Monthly. On or Commencing in June 2023, one Business Day prior to the 20th calendar day of each calendar month, beginning with November 2023 (such datePayment Date, the “Monthly Reporting Date”)Borrower shall compile, the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Borrower shall then provide or make available, or cause such Monthly Report to the Collateral Agent information as is reasonably requested by the Collateral Agent be provided or necessary available to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and the Administrative Agent. As used hereinCollateral Administrator, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorManager, the Administrative Agent and each Lender, provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Collateral Agent from time Agent’s website and providing access thereto to timesuch parties. The Monthly Report shall contain the following information and instructions with respect to the Collateral, and shall be determined (or identified by the Borrower to the Collateral Administrator, as applicable) as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the related Payment Date: With respect to the Collateral Agent in connection with Portfolio:
(i) the preparation Aggregate Principal Amount of the Monthly Reports Collateral Obligations and the Eligible Investments;
(ii) the Principal Balance, currency, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each daily report delivered Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be;
(iii) an indication as to the classification of such Collateral Obligation (i.e., first lien, etc.); and whether such Collateral Obligation has been designated as a “Private Asset” or a “Non-Private Asset” pursuant to Section 8.07(cthe terms of this Agreement;
(iv) below. Without limiting the generality owner of such Collateral Obligation;
(v) the nature, source and amount of any Proceeds in each of the foregoingTransaction Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the Investment Advisor shall timely supply date of determination of the last Monthly Report;
(vi) the number, identity and, if applicable, principal amount of any information maintained by Collateral that was released for sale or other disposition (specifying the category of permitted sales under which it that falls and whether such Collateral Obligation or other property is subject to a Value Adjustment Event or is an Ineligible Asset) and the number, identity and, if applicable, par value of Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared Acquired by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective Entities since the immediately preceding date of determination of the last Monthly Report (or, in respect the case of the first Monthly Report, since the Initial Credit Date);
(vii) (a) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date) and the date on which such Value Adjustment Event occurred, (b) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Initial Credit Date), the date on which such Value Adjustment Event occurred and the Market Value of such Collateral Obligation as of the date of determination of the current Monthly Report and (c) the Aggregate Principal Amount of all such Collateral Obligations;
(viii) the Acquisition or sale price of each item of Collateral Acquired by each Borrower Entity, in each case since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Investment Manager;
(A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date);
(x) for each Collateral Obligation in the Collateral Portfolio, a calculation of each Financial Ratio as of such date of determination and for each prior Financial Ratio Test Period, all in form and detail reasonably satisfactory to the Administrative Agent; and
(xi) such other information as the Collateral Agent, Investment Manager, the Administrative Agent or the Requisite Lenders may reasonably request regarding the Loans and the Collateral therefor. With respect to the payments to be made on such Payment Date:
(i) the Aggregate Principal Amount of the Collateral Obligations as of the close of business on such Determination Date, after giving effect to (A) Proceeds received on the Collateral Obligations with respect to the related Due Period and the reinvestment of such Proceeds in substitute Collateral Obligations or Eligible Investments during such Due Period and (B) the release of any Collateral Obligations during such Due Period;
(ii) the aggregate outstanding principal balance of the Loans, as an aggregate Dollar figure and as a percentage of the original aggregate outstanding principal balance of the Loans at the beginning of the Due Period, the amount of principal payments to be made on the Loans on the next Payment Date, the amount of any overdue interest and the aggregate outstanding principal balance of the Loans as a Dollar figure and as a percentage of the original aggregate outstanding principal balance, in each case after giving effect to the principal payments, if any, for such Payment Date;
(iii) the amount of Accrued Interest payable to the Lenders for such Payment Date (and the components thereof under Section 2.5) and the amount of Interest Proceeds and Principal Proceeds payable to the Equity Holder (in each case determined as of the related Determination Date);
(iv) the amount of Principal Proceeds to be applied pursuant to clause (1) of the Principal Priority of Payments (in each case determined as of the related Determination Date);
(v) the Administrative Expenses payable for such Payment Date on an itemized basis (determined as of the related Determination Date);
(vi) for the Interest Collection Account:
(1) the Balance on deposit in the Interest Collection Account at the end of the related Due Period, in each Specified Currency;
(2) the amounts payable from the Closing Interest Collection Account (through a transfer to the Payment Account) pursuant to subclauses (1) through (9) of the Interest Priority of Payments and subclauses (1) through (6) of the Principal Priority of Payments for such Payment Date, in each case in each Specified Currency; and
(3) the Balance remaining in the Interest Collection Account immediately after all payments and deposits to be made on such Payment Date (determined as of the related Determination Date);
(vii) for the Principal Collection Account:
(1) the Balance on deposit in the Principal Collection Account at the end of the related Due Period, in each Specified Currency;
(2) the amounts, if any, payable from the Principal Collection Account (through a transfer to the Payment Account) as Interest Proceeds pursuant to the Interest Priority of Payments and as Principal Proceeds pursuant to the Principal Priority of Payments for such Payment Date (in each case determined as of the related Determination Date), in each Specified Currency; and
(3) the Balance remaining in the Principal Collection Account immediately after all payments and deposits to be made on such Payment Date (determined as of the related Determination Date), in each Specified Currency;
(viii) the amount of unpaid interest, if any, with respect to any Loans (in each case determined as of the related Determination Date), in each Specified Currency;
(ix) the Principal Payments received during the related Due Period, in each Specified Currency;
(x) the Principal Proceeds received during the related Due Period, in each Specified Currency;
(xi) the Interest Proceeds received during the related Due Period, in each Specified Currency;
(xii) the amounts payable pursuant to each subclause of the Interest Priority of Payments and the Principal Priority of Payments on the related Payment Date in each Specified Currency (in each case determined as of the related Determination Date); and
(xiii) such other information as the Collateral Agent, Investment Manager or the Administrative Agent may reasonably request regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower and the Investment Manager if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent in its records and detail any discrepancies. If any discrepancy exists, the Collateral Agent and the Borrower, or the Investment Manager on behalf of the Borrower, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s records, the Monthly Report or the Collateral Agent’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement.
Appears in 1 contract
Monthly. On or prior to Not later than ten (10) Business Days following the 20th last calendar day of each calendar month, beginning with November 2023 month (such date, other than the months for which a Payment Date Report is delivered) (the “Monthly Reporting Date”), the Collateral Agent Borrower shall compile and provide (or cause to be compiled and provided) to the Agents, the Equityholder, the Borrower Administrative Agent and the Lenders, Equityholder a monthly report (which includes a Borrowing Base Calculation Statement prepared by the Collateral Manager and provided to the Collateral Administrator for inclusion in the prior calendar month Monthly Report) (each, a “Monthly Report”) in accordance with this Section 8.078.09. The Investment Advisor Borrower shall compile and provide (or cause to be compiled and provided) to the Collateral Administrative Agent information as is reasonably requested by and the Collateral Agent or necessary to produce Administrator a loan data file (the “Data File”) for the previous monthly period ending on the Monthly Report. The Collateral Agent shall, based, in part, on the Report Determination Date (containing such information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Borrower (or the Collateral AgentManager on its behalf), the Investment Advisor Collateral Administrator and the Administrative Agent). The Borrower shall provide (or cause to be provided) the Data File no later than ten (10) Business Days following the Monthly Reporting Date. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last fifteenth day of such the prior calendar month. The first Monthly Report shall be delivered on May 12, 2017 and shall be determined with respect to the Monthly Report Determination Date that is April 15, 2017. The Monthly Report for a calendar month shall be in a form reasonably acceptable to the Borrower, the Collateral Administrator, the Collateral Manager, the Equityholder and the Administrative Agent and shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to timeset forth in Schedule 2 hereto, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 1 contract
Samples: Credit and Security Agreement (CION Investment Corp)
Monthly. On or Not later than two (2) Business Days prior to the 20th 18th calendar day of each calendar monthmonth (other than January, beginning with November 2023 April, July, and October in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Borrower shall compile and provide (or cause to be compiled and provided) to the Agents, the Equityholder, the Borrower Administrative Agent and the Lenders, Collateral Manager a monthly report (which includes a Borrowing Base Calculation Statement prepared by the Collateral Manager and provided to the Collateral Agent for inclusion in the prior calendar month Monthly Report) (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor Borrower shall compile and provide (or cause to be compiled and provided) to the Collateral Administrative Agent information as is reasonably requested by a loan data file (the Collateral Agent or necessary to produce “Data File”) for the previous monthly period ending on the Monthly Report. The Collateral Agent shall, based, in part, on the Report Determination Date (containing such information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Borrower (or the Collateral AgentManager on its behalf), the Investment Advisor and the Administrative Agent). The Borrower shall provide (or cause to be provided) the Data File at least two (2) Business Days prior to the Monthly Reporting Date. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such the prior calendar month. For the avoidance of doubt, the first Monthly Report shall be delivered on November 20, 2014 and shall be determined with respect to the Monthly Report Determination Date that is November 14, 2014. The Monthly Report for a calendar month shall be in a form reasonably acceptable to the Borrower, the Collateral Agent, the Collateral Manager and the Administrative Agent and shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to timeset forth in Schedule 2 hereto, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 1 contract
Monthly. On or prior to Not later than ten (10) Business Days following the 20th last calendar day of each calendar month, beginning with November 2023 month (such date, other than the months for which a Payment Date Report is delivered) (the “Monthly Reporting Date”), the Collateral Agent Borrower shall compile and provide (or cause to be compiled and provided) to the Agents, the Equityholder, the Borrower Administrative Agent and the Lenders, Equityholder a monthly report (which includes a Borrowing Base Calculation Statement prepared by the Collateral Manager and provided to the Collateral Administrator for inclusion in the prior calendar month Monthly Report) (each, a “Monthly Report”) in accordance with this Section 8.078.09. The Investment Advisor Borrower shall compile and provide (or cause to be compiled and provided) to the Collateral Administrative Agent information as is reasonably requested by and the Collateral Agent or necessary to produce Administrator a loan data file (the “Data File”) for the previous monthly period ending on the Monthly Report. The Collateral Agent shall, based, in part, on the Report Determination Date (containing such information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Borrower (or the Collateral AgentManager on its behalf), the Investment Advisor Collateral Administrator and the Administrative Agent). The Borrower shall provide (or cause to be provided) the Data File no later than ten (10) Business Days following the Monthly Report Determination Date. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last fifteenth day of such the prior calendar month. The first Monthly Report shall be delivered on May 12, 2017 and shall be determined with respect to the Monthly Report Determination Date that is April 15, 2017. The Monthly Report for a calendar month shall be in a form reasonably acceptable to the Borrower, the Collateral Administrator, the Collateral Manager, the Equityholder and the Administrative Agent and shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to timeset forth in Schedule 2 hereto, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 1 contract
Samples: Credit and Security Agreement (CION Investment Corp)
Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with November 2023 May 2019 (other than any month in which a Payment Date occurs) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.078.06, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Servicer, the Administrative Agent and the Collateral Agent. The Investment Advisor Servicer shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit F for the previous monthly period ending on the Monthly Report Determination Date (containing such additional information as that is reasonably requested from time to time by the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Agent shallshall use commercially reasonable efforts to review and, basedbased solely on the Data File provided by the Borrower (or Servicer on its behalf), confirm the calculations in partclauses (i) through (x) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof. The Collateral Agent shall review the Monthly Report to ensure that it is complete on its face and, based solely on the information provided to iton the related Data File, calculatethat the following items in such Monthly Report have been accurately calculated, if applicable, and reported: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available AmountAdvance Rate Test, (v) each Collateral Quality Test, (vi) each Coverage Test, (vivii) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing BaseInterest Collection Subaccount and Principal Collection Subaccount balances, (ix) EOD OC Ratio, completion of fields in the loan list per the form of the Monthly Report and (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations information as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such confirmation (or report showing discrepancies) from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Pennantpark Investment Corp)
Monthly. On or Not later than two (2) Business Days prior to the 20th 15th calendar day of each calendar month, beginning with November 2023 February 2019 (other than March, June, September and December in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor Servicer shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Tranche A Borrowing Base, (vi) Tranche B Borrowing Base, (vii) Tranche C Borrowing Base, (viii) Tranche A OC Ratio, (ix) Tranche B OC Ratio, (x) Tranche C OC Ratio, (xi) each Tranche Minimum OC Coverage Test, (xii) each Coverage Test, (vixiii) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (viixiv) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixv) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification USActive 53861575.5 -106- that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)
Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with November May 2023 (other than January, April, July and October in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Manager shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Collateral Manager and the Administrative Agent. The Investment Advisor Collateral Manager shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Collateral Manager, the Collateral Agent and the Administrative Agent). The Collateral Manager shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least five (5) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least five (5) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Collateral Manager on its behalf), re-calculate the calculations in clauses (i) through (xiv) below made by the Collateral Manager in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Collateral Manager and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) the Collateral Quality Test, (vii) for any Payment Date Report, Report completion of Priority of Payments pursuant to Section 9.01(a), (viiviii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Collateral Manager and the Administrative AgentAgent and (x) Adjusted Principal Balance of each Collateral Loan as of the end of such Business Day, (xi) the OC Ratio as of the end of such Business Day, (xii) the Borrower’s compliance with the Concentration Limitations, (xiii) the Loan Value of each Collateral Loan, and (xiv) the S&P Rating and Xxxxx’x Rating of each Collateral Loan and/or the Obligor thereunder (if applicable). Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Collateral Manager shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur will be the last day of such calendar month (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Day).The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral and such other information that is agreed to by the Investment AdvisorCollateral Manager, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 1 contract
Monthly. On or prior to Not later than the 20th 15th calendar day of each calendar month, beginning with November 2023 (such date, the “Monthly Reporting Date”), the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor shall provide to the Collateral Agent information as is reasonably requested by the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and the Administrative Agent. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, on the next succeeding Business Day) of each calendar month (other than, after the Effective Date, January, April, July and October in each year) and commencing in June 2013, the Issuer shall compile and make available (or cause to be compiled and made available) to each Rating Agency, the Trustee, the Portfolio Manager, the Designated Successor Manager, the Placement Agent, the CLO Information Service and, upon written request therefor, to any Holder of Notes and, upon written notice to the Trustee in the form of Exhibit I, any beneficial owner of a Note, a monthly report on a trade date basis (each such report a "Monthly Report"). As used herein, the "Monthly Report Determination Date" with respect to any calendar month will be the last 8th Business Day prior to the 15th day of such calendar month. For the avoidance of doubt, the first Monthly Report shall be delivered in June 2013 as described above and shall be determined with respect to the Monthly Report Determination Date that is the 8th Business Day prior to the 15th calendar day of June 2013. The Monthly Report for a calendar month shall contain the following information with respect to the Collateral Assets Obligations and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to timeAssets, and shall be determined as of the Monthly Report Determination Date for such calendar month. ; provided that the Monthly Report delivered in the calendar months prior to the Effective Date shall contain only the information described in clauses (iii), (iv)(A), (iv)(C), (iv)(D) and (ix) below:
(i) Aggregate Principal Balance of Collateral Obligations and Eligible Investments representing Principal Proceeds.
(ii) Adjusted Collateral Principal Amount of Collateral Obligations.
(iii) Collateral Principal Amount of Collateral Obligations.
(iv) A list of Collateral Obligations, including, with respect to each such Collateral Obligation, the following information:
(A) The Investment Advisor obligor thereon (including the issuer ticker, if any);
(B) The CUSIP or security identifier thereof;
(C) The Principal Balance thereof (other than any accrued interest that was purchased with Principal Proceeds (but excluding any capitalized interest));
(D) The percentage of the aggregate Collateral Principal Amount represented by such Collateral Obligation;
(E) The related interest rate or spread;
(F) The LIBOR floor, if any;
(G) The stated maturity thereof;
(H) The related Moody's Industry Classification;
(I) The related S&P Industry Classification;
(J) The Xxxxx'x Rating, unless such rating is based on a credit estimate unpublished by Moody's (and, in the event of a downgrade or withdrawal of the applicable Xxxxx'x Rating, the prior rating and the date such Xxxxx'x Rating was changed), and whether such Xxxxx'x Rating is derived from an S&P Rating as provided in clause (e)(i)(A) or (B) of the definition of the term "Moody's Derived Rating";
(K) The Moody's Default Probability Rating, and whether such Moody's Default Probability Rating is derived from a public rating, a rating estimate, a private rating or an S&P Rating as provided in clause (e)(i)(A) or (B) of the definition of the term "Moody's Derived Rating";
(L) The S&P Rating, unless such rating is based on a credit estimate or is a private or confidential rating from S&P;
(M) The country of Domicile;
(N) An indication as to whether each such Collateral Obligation is (1) a Senior Secured Loan, (2) a Second Lien Loan, (3) a Defaulted Obligation, (4) a Delayed Drawdown Collateral Obligation, (5) a Revolving Collateral Obligation, (6) a Participation Interest (indicating the related Selling Institution and its ratings by each Rating Agency), (7) a Partial Deferrable Security, (8) a Current Pay Obligation, (9) a DIP Collateral Obligation, (10) a Discount Obligation, (11) a Cov-Lite Loan, (12) a Senior Secured Bond, (13) excluded from constituting a Cov-Lite Loan if such Collateral Obligation falls within clause (b) of the definition of "Cov-Lite Loan") or (14) a Letter of Credit Reimbursement Obligation (indicating the LC Commitment Amount thereunder, the related LOC Agent Bank and its ratings by each Rating Agency);
(O) The Aggregate Principal Balance of all Cov-Lite Loans;
(P) The Moody's Recovery Rate;
(Q) The S&P Recovery Rate;
(R) (I) Whether the settlement date with respect to such Collateral Obligation has occurred and (II) such settlement date, if it has occurred; and
(S) The identity and Principal Balance (other than any accrued interest that is expected to be purchased with Principal Proceeds (but excluding any capitalized interest)) of each Collateral Obligation that the Issuer has committed to purchase (and the date of such commitment to purchase) for which the settlement date has not yet occurred.
(v) If the Monthly Report Determination Date occurs on or after the Effective Date, for each of the limitations and tests specified in the definitions of Concentration Limitations and Collateral Quality Test, (1) the result, (2) the related minimum or maximum test level (including any Moody's Weighted Average Recovery Adjustment, if applicable, indicating to which test such Moody's Weighted Average Recovery Adjustment was allocated) and (3) a determination as to whether such result satisfies the related test.
(vi) If the Monthly Report Determination Date occurs after the Reinvestment Period, the stated maturity of each Reinvestable Obligation and the stated maturity of each Substitute Obligation (which shall cooperate be on a separate dedicated page) purchased during the calendar month with the Collateral Agent in connection with the preparation of the Monthly Reports reinvested Principal Proceeds from such Reinvestable Obligations, and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail respect of each amendmentSubstitute Obligation, modification compliance with the test set forth under Section 12.2(e)(ii).
(vii) The calculation of each of the following:
(A) Each Interest Coverage Ratio (and setting forth the percentage required to satisfy each Interest Coverage Test);
(B) Each Overcollateralization Ratio (and setting forth the percentage required to satisfy each Overcollateralization Ratio Test);
(C) The Interest Diversion Test (and setting forth the percentage required to satisfy the Interest Diversion Test); and
(D) The Weighted Average Floating Spread that is calculated for purposes of the S&P CDO Monitor Test.
(viii) The calculation specified in Section 5.1(g).
(ix) For each Account, a schedule showing the beginning balance, each credit or waiver under any Related Document debit specifying the nature, source and amount, and the ending balance.
(x) A schedule showing for each Collateral Asset that constitutes a Material Modification that became effective since of the following the beginning balance, the amount of Interest Proceeds received from the date of determination of the immediately preceding Monthly Report, and the ending balance for the current Measurement Date:
(A) Interest Proceeds from Collateral Obligations; and
(B) Interest Proceeds from Eligible Investments.
(xi) Purchases and sales:
(A) The identity, Principal Balance (other than any accrued interest that was purchased with Principal Proceeds (but excluding any capitalized interest)), Principal Proceeds and Interest Proceeds received, and date for (X) each Collateral Obligation that was released for sale or disposition pursuant to Section 12.1 since the last Monthly Report Determination Date and (orY) after the Reinvestment Period, each prepayment or redemption of a Collateral Obligation, and in respect the case of (X), whether such Collateral Obligation was a Credit Risk Obligation or a Credit Improved Obligation or whether the sale of such Collateral Obligation was a discretionary sale; and
(B) The identity, Principal Balance (other than any accrued interest that was purchased with Principal Proceeds (but excluding any capitalized interest)), and Principal Proceeds and Interest Proceeds expended to acquire each Collateral Obligation acquired pursuant to Section 12.2 since the last Monthly Report Determination Date.
(xii) The identity of each Defaulted Obligation, the Moody's and S&P Collateral Value and Market Value of each such Defaulted Obligation and date of default thereof.
(xiii) The identity of each Collateral Obligation with an S&P Rating of "CCC+" or below and/or a Moody's Default Probability Rating of "Caa1" or below and the Market Value of each such Collateral Obligation.
(xiv) The identity of each Deferring Security, the Moody's and S&P Collateral Value and Market Value of each Deferring Security, and the date on which interest was last paid in full in Cash thereon.
(xv) The identity of each Current Pay Obligation, the Market Value of each such Current Pay Obligation, and the percentage of the first Collateral Principal Amount comprised of Current Pay Obligations.
(xvi) The Aggregate Principal Balance, measured cumulatively from the Closing Date onward, of all Collateral Obligations that would have been acquired through a Distressed Exchange but for the operation of the proviso in the definition of "Distressed Exchange".
(xvii) The Weighted Average Xxxxx'x Rating Factor and the Adjusted Weighted Average Xxxxx'x Rating Factor.
(xviii) The identity, stated maturity and credit ratings of each Eligible Investment.
(xix) The identity of each Collateral Obligation that is a First Lien Last Out Loan.
(xx) With respect to a Deferrable Security or Partial Deferrable Security, that portion of deferred or capitalized interest that remains unpaid and is included in the calculation of the Principal Balance of such Deferrable Security or Partial Deferrable Security.
(xxi) The identity of each Collateral Obligation subject to a Trading Plan, together with the (x) identity of each sale and proposed investment related thereto and (y) the Aggregate Principal Balance of all such Collateral Obligations.
(xxii) The currently selected S&P CDO Monitor case.
(xxiii) With respect to any Blocker Subsidiary: (A) the identity of each Collateral Obligation or portion thereof held by such Blocker Subsidiary; and (B) the identity of each Collateral Obligation or portion thereof transferred to or from such Blocker Subsidiary pursuant to Section 12.1(j) since the last Monthly Report Determination Date.
(xxiv) Any purchase and sale transaction between the Issuer and any Affiliate of the Portfolio Manager.
(xxv) Such other information as any Rating Agency or the Portfolio Manager may reasonably request. Upon receipt of each Monthly Report, from the Closing Date)Trustee shall (a) if the relevant Monthly Report Determination Date occurred on or prior to the last day of the Reinvestment Period, notify S&P if such Monthly Report indicates that the S&P CDO Monitor Test has not been satisfied as of the relevant Measurement Date (which notice requirement shall be satisfied upon the posting of such Monthly Report to the 17g-5 Website by the Information Agent) and (b) compare the information contained in such Monthly Report to the information contained in its records with respect to the Assets and shall, within three Business Days after receipt of such Monthly Report, notify the Issuer, the Collateral Administrator, the Rating Agencies and the Portfolio Manager if the information contained in the Monthly Report does not conform to the information maintained by the Trustee with respect to the Assets. In the event that any discrepancy exists, the Trustee and the Issuer, or the Portfolio Manager on behalf of the Issuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Trustee shall within five Business Days notify the Portfolio Manager who shall, on behalf of the Issuer, request that the Independent certified public accountants selected by the Issuer pursuant to Section 10.8 perform agreed-upon procedures on the Monthly Report and the Trustee's records to determine the cause of such discrepancy. If such procedures reveals an error in the Monthly Report or the Trustee's records, the Monthly Report or the Trustee's records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Indenture and notice of any error in the Monthly Report shall be sent as soon as practicable by the Issuer to all recipients of such report which may be accomplished by making a notation of such error in the subsequent Monthly Report.
Appears in 1 contract
Samples: Indenture (JMP Group Inc.)
Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with November May 2023 (other than January, April, July and October in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Manager shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Collateral Manager and the Administrative Agent. The Investment Advisor Collateral Manager shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Collateral Manager, the Collateral Agent and the Administrative Agent). The Collateral Manager shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least five (5) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least five (5) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Collateral Manager on its behalf), re-calculate the calculations in clauses (i) through (xiv) below made by the Collateral Manager in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Collateral Manager and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) the Collateral Quality Test, (vii) for any Payment Date Report, Report completion of Priority of Payments pursuant to Section 9.01(a), (viiviii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Collateral Manager and the Administrative Agent. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the (x) Adjusted Principal Balance of each Collateral Agent from time to time, and shall be determined Loan as of the Monthly Report Determination Date for end of such calendar month. The Investment Advisor shall cooperate Business Day, (xi) the OC Ratio as of the end of such Business Day, (xii) the Borrower’s compliance with the Collateral Agent in connection with Concentration Limitations, (xiii) the preparation Loan Value of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since Loan and (xiv) the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).S&P
Appears in 1 contract
Monthly. On or Commencing in January 2016, (i) in the case of a month in which there is no Payment Date, not later than the seventh (7th) Business Day prior to the 20th calendar 10th day of each calendar monthsuch month and (ii) in the case of a month in which there is a Payment Date, beginning with November 2023 (one Business Day prior to such datePayment Date, the “Monthly Reporting Date”)Issuer shall compile, the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Issuer shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral Agent information as is reasonably requested by Trustee, the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral AgentAdministrator, the Investment Advisor Manager and any Holder of the Notes and, upon written request in the form of Exhibit D attached hereto, by first class mail or electronic mail to any other Noteholder (or its designee), provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Trustee’s website and providing access thereto to such parties. Such written request from a Noteholder (or its designee) may be submitted directly to the Trustee, and the Administrative Agent. As used herein, Trustee shall forward such written request to the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar monthIssuer for processing. The Monthly Report for a calendar month shall contain the following information and instructions with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorCollateral, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of (1) in the Monthly Report case of a month in which there is no Payment Date, the 10th day of the applicable month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such calendar month. The Investment Advisor shall cooperate with Payment Date:
(i) With respect to the Collateral Agent in connection with Portfolio:
(A) the preparation Aggregate Principal Amount of the Monthly Reports Collateral Obligations and the Eligible Investments;
(B) the Principal Balance, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each daily report delivered Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be;
(C) the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be;
(D) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); and
(E) whether each Collateral Obligation has been designated as a “Private Collateral Obligation” or a “Public Collateral Obligation” pursuant to Section 8.07(c12.2(a);
(ii) below. Without limiting the generality nature, source and amount of any Proceeds in each of the foregoingIssuer Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the Investment Advisor shall timely supply date of determination of the last Monthly Report;
(iii) the number, identity and, if applicable, principal amount of any information maintained by Collateral that was released for sale or other disposition (specifying the category under Article XII under which it that falls) and the number, identity and, if applicable, par value of Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared acquired by the Collateral Agent hereunder or required Issuer and in which the Issuer, pursuant to permit this Indenture, has Granted an interest to the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective Trustee since the immediately preceding date of determination of the last Monthly Report (or, in respect the case of the first Monthly Report, from since the Closing Date);
(iv) (a) the identity of each Collateral Obligation which became a Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the date on which such Collateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation that is a Defaulted Obligation as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Closing Date), the date on which such Collateral Obligation became a Defaulted Obligation and the Market Value of such Defaulted Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all Defaulted Obligations;
(v) the purchase or sale price of each item of Collateral acquired by the Issuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee and each item of Collateral sold by the Issuer, in each case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Issuer or the Investment Manager;
(vi) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date); and
(vii) such other information as the Trustee, Investment Manager or the Majority of the Noteholders may reasonably request regarding the Notes and the Collateral therefor. Upon receipt of each Monthly Report, the Trustee shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Issuer and the Investment Manager if the information contained in the Monthly Report does not conform to the information maintained by the Trustee in its records and detail any discrepancies. In the event that any discrepancy exists, the Trustee and the Issuer, or the Investment Manager on behalf of the Issuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Issuer shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Trustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Trustee’s records, the Monthly Report or the Trustee’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Indenture.
Appears in 1 contract
Samples: Indenture (FS Investment Corp III)
Monthly. On or prior to Commencing in September 2023, not later than the 20th calendar day 12th Business Day after the end of each calendar such month, beginning with November 2023 the Issuer (such dateor the Investment Manager on its behalf) shall compile, the “Monthly Reporting Date”), the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Issuer shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral Agent information as is reasonably requested by Trustee, the Liquidation Agent, and the Collateral Agent Administrator and, upon written request in the form of Exhibit D attached hereto, the Trustee shall deliver the same by first class mail or necessary electronic mail to produce the any other Noteholder (or its designee), provided that a Monthly Report. The Collateral Agent shall, based, in part, Report may be provided to any such party by posting such Monthly Report on the information provided Trustee’s website and providing access thereto to it, calculate: such parties. Such written request from a Noteholder (ior its designee) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by submitted directly to the Collateral AgentTrustee, the Investment Advisor and the Administrative Agent. As used herein, Trustee shall forward such written request to the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar monthIssuer for processing. The Monthly Report for a calendar month shall contain the following information and instructions with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorCollateral, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date occurring immediately prior to the date of such Monthly Report:
(i) With respect to the Collateral Portfolio:
(A) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments;
(B) the Principal Balance, annual interest rate (including the basis for such calendar month. The rate), maturity date (including the later date if such maturity date is extended), issuer of each Collateral Obligation and Eligible Investment Advisor shall cooperate with and where the issuer of each Collateral Agent Obligation and Eligible Investment is organized, as the case may be;
(C) the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be; and
(D) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.);
(ii) the nature, source and amount of any Proceeds in connection with the preparation each of the Issuer Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of the last Monthly Reports Report;
(iii) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category under Article XII under which it falls) and each daily report delivered the number, identity and, if applicable, par value of Collateral acquired by the Issuer and in which the Issuer, pursuant to Section 8.07(c) below. Without limiting this Indenture, has Granted an interest to the generality Trustee since the date of determination of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding last Monthly Report (or, in respect the case of the first Monthly Report, from since the Closing Date);
(iv) (a) the identity of each Collateral Obligation which became a Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the date on which such Collateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation that is a Defaulted Obligation as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Closing Date) and the date on which such Collateral Obligation became a Defaulted Obligation, and (c) the Aggregate Principal Amount of all Defaulted Obligations;
(v) the purchase or sale price of each item of Collateral acquired by the Issuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee and each item of Collateral sold by the Issuer, in each case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Issuer or the Investment Manager;
(vi) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date); and
(vii) such other information as the Trustee, Investment Manager or the Majority of the Noteholders may reasonably request regarding the Notes and the Collateral therefor. Upon receipt of each Monthly Report, the Trustee shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Issuer and the Investment Manager if the information contained in the Monthly Report does not conform to the information maintained by the Trustee in its records and detail any discrepancies. In the event that any discrepancy exists, the Trustee and the Issuer, or the Investment Manager on behalf of the Issuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Issuer shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Trustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Trustee’s records, the Monthly Report or the Trustee’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Indenture.
Appears in 1 contract
Samples: Indenture (FS Energy & Power Fund)
Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with July 2023 (other than February, May, August and November 2023 in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Servicer and the Administrative Agent. The Investment Advisor Servicer shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least five (5) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least five (5) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1A Borrowing Base, (vi) Class 1B Borrowing Base, (vii) Class 2A Borrowing Base, (viii) Class 2B Borrowing Base, (ix) Class 3A Borrowing Base, (x) Class 3B Borrowing Base, (xi) Class 4A Borrowing Base, (xii) Class 4B Borrowing Base Class, (xiii) Class 1A OC Ratio, (xiv) Class 1B OC Ratio, (xv) Class 2A OC Ratio, (xvi) Class 2B OC Ratio, (xvii) Class 3A OC Ratio, (xviii) Class 3B OC Ratio, (xix) Class 4A OC Ratio, (xx) Class 4B OC Ratio, (xxi) each Class Minimum OC Coverage Test, (xxii) each Coverage Test, (vixxiii) the Collateral Quality Test, (xxiv) for any Payment Date Report, Report completion of Priority of Payments pursuant to Section 9.01(a), (viixxv) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixxvi) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur will be the last day of such calendar month (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Day).The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral and such other information that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (T. Rowe Price OHA Select Private Credit Fund)
Monthly. On or Commencing in November 2014, (i) in the case of a month in which there is no Payment Date, not later than the second (2nd) Business Day after the 10th day of such month and (ii) in the case of a month in which there is a Payment Date, one Business Day prior to the 20th calendar day of each calendar month, beginning with November 2023 (such datePayment Date, the “Monthly Reporting Date”)Issuer shall compile, the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Issuer shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral Agent information as is reasonably requested by Trustee, the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral AgentAdministrator, the Investment Advisor Manager and any Holder of the Notes and, upon written request in the form of Exhibit D attached hereto, by first class mail or electronic mail to any other Noteholder (or its designee), provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Trustee’s website and providing access thereto to such parties. Such written request from a Noteholder (or its designee) may be submitted directly to the Trustee, and the Administrative Agent. As used herein, Trustee shall forward such written request to the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar monthIssuer for processing. The Monthly Report for a calendar month shall contain the following information and instructions with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorCollateral, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of (1) in the Monthly Report case of a month in which there is no Payment Date, the 10th day of the applicable month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such calendar month. The Investment Advisor shall cooperate with Payment Date:
(i) With respect to the Collateral Agent in connection with Portfolio:
(A) the preparation Aggregate Principal Amount of the Monthly Reports Collateral Obligations and the Eligible Investments;
(B) the Principal Balance, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each daily report delivered Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be;
(C) the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be;
(D) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); and
(E) whether each Collateral Obligation has been designated as a “Private Collateral Obligation” or a “Public Collateral Obligation” pursuant to Section 8.07(c12.2(a);
(ii) below. Without limiting the generality nature, source and amount of any Proceeds in each of the foregoingIssuer Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the Investment Advisor shall timely supply date of determination of the last Monthly Report;
(iii) the number, identity and, if applicable, principal amount of any information maintained by Collateral that was released for sale or other disposition (specifying the category under Article XII under which it that falls) and the number, identity and, if applicable, par value of Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared acquired by the Collateral Agent hereunder or required Issuer and in which the Issuer, pursuant to permit this Indenture, has Granted an interest to the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective Trustee since the immediately preceding date of determination of the last Monthly Report (or, in respect the case of the first Monthly Report, from since the Closing Date);
(iv) (a) the identity of each Collateral Obligation which became a Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the date on which such Collateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation that is a Defaulted Obligation as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Closing Date), the date on which such Collateral Obligation became a Defaulted Obligation and the Market Value of such Defaulted Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all Defaulted Obligations;
(v) the purchase or sale price of each item of Collateral acquired by the Issuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee and each item of Collateral sold by the Issuer, in each case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Issuer or the Investment Manager;
(vi) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date); and
(vii) such other information as the Trustee, Investment Manager or the Majority of the Noteholders may reasonably request regarding the Notes and the Collateral therefor. Upon receipt of each Monthly Report, the Trustee shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Issuer and the Investment Manager if the information contained in the Monthly Report does not conform to the information maintained by the Trustee in its records and detail any discrepancies. In the event that any discrepancy exists, the Trustee and the Issuer, or the Investment Manager on behalf of the Issuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Issuer shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Trustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Trustee’s records, the Monthly Report or the Trustee’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Indenture.
Appears in 1 contract
Samples: Indenture (FS Energy & Power Fund)
Monthly. On or prior to Not later than eight (8) Business Days following the 20th twentieth (20th) calendar day of each calendar monthmonth (other than January, beginning with November 2023 April, July, and October in each year) (such datetwentieth calendar day, the “Monthly Reporting Date”), the Collateral Agent Borrower shall compile and provide (or cause to be compiled and provided) to the Agents, the Equityholder, the Borrower Administrative Agent and the Lenders, Collateral Manager a monthly report (which includes a Borrowing Base Calculation Statement prepared by the Collateral Manager and provided to the Collateral Agent for inclusion in the prior calendar month Monthly Report) (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor Borrower shall compile and provide (or cause to be compiled and provided) to the Collateral Administrative Agent information as is reasonably requested by a loan data file (the Collateral Agent or necessary to produce “Data File”) for the previous monthly period ending on the Monthly Report. The Collateral Agent shall, based, in part, on the Report Determination Date (containing such information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Borrower (or the Collateral AgentManager on its behalf), the Investment Advisor and the Administrative Agent). The Borrower shall provide (or cause to be provided) the Data File no later than eight (8) Business Days following the Monthly Reporting Date. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last fifteenth day of such the prior calendar month. The first Monthly Report shall be delivered on July 1, 2015 and shall be determined with respect to the Monthly Report Determination Date that is June 15, 2015. The Monthly Report for a calendar month shall be in a form reasonably acceptable to the Borrower, the Collateral Administrator, the Collateral Manager and the Administrative Agent (it being understood that the form used under the Existing Credit Agreement immediately prior to the Closing Date shall be deemed to be acceptable) and shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to timeset forth in Schedule 2 hereto, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 1 contract
Samples: Credit and Security Agreement (FS Investment Corp II)
Monthly. On or prior to Not later than the 20th calendar 25th day of each calendar month, beginning with November 2023 (such date, the “Monthly Reporting Date”), the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor shall provide to the Collateral Agent information as is reasonably requested by the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and the Administrative Agent. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day date is not a Business Day, the next succeeding Business Day, commencing on the first Payment Date, the Collateral Manager on behalf of the Issuer shall deliver or make available to the Trustee, the Collateral Administrator, the Initial Purchasers (subject to the provisions set forth in Section 10.05(h)) will and (so long as any Secured Notes are rated) each Rating Agency, the Holders of the Class A-2 Notes (subject to the provisions set forth in Section 10.05(h) or as may otherwise be agreed upon in writing between MCG and the last Collateral Manager on behalf of the Issuer and such Holder), the Holders of the Class A-3 Notes (during the Initial Investment Period and subject to the provisions set forth in Section 10.05(h) or as may otherwise be agreed upon in writing between MCG and the Collateral Manager on behalf of the Issuer and such Holder) and, upon written request accompanied by a Note Owner Certificate, (subject to the provisions set forth in Section 10.05(h) or as may otherwise be agreed upon in writing between MCG and the Collateral Manager on behalf of the Issuer and the requesting Noteholder) to any Noteholder, a monthly report (the “Monthly Report”), which shall contain the following information and instructions with respect to the Pledged Securities determined as of the eleventh (11th) day of such calendar month. The month (provided that the Monthly Report shall be prepared on a trade date basis):
(i) the Aggregate Principal Amount of the Collateral Debt Obligations in the Collateral, the Principal Balance of each Collateral Debt Obligation, the annual coupon rate, maturity date, Obligor, S&P Industry Classification Group, Moody’s Industry Classification Group, S&P Rating and Xxxxx’x Rating of each Collateral Debt Obligation in the Collateral; provided that, in the case of any Xxxxx’x Rating or S&P Rating determined based on a credit estimate (or private or other non-public rating) obtained by the Issuer or the Collateral Manager from Moody’s or S&P, (1) except as otherwise agreed with the Issuer or the Collateral Manager by Moody’s or S&P, such Xxxxx’x Rating or S&P Rating shall not be disclosed in the Monthly Report (unless such disclosure does not allow the relevant Obligor or issuer to be identified from such disclosure) and (2) a notation in the Monthly Report will indicate that such Xxxxx’x Rating or S&P Rating was determined based on a credit estimate and the date of such determination;
(ii) the Balance of the Eligible Investments in the Collection Accounts, the Principal Balance of each Eligible Investment in the Collection Accounts;
(iii) the nature, source and amount of any Collections in the Collection Account, including Interest Collections and Principal Collections received during the preceding month;
(iv) the nature, source and amount of any funds in the Secured Notes Unused Proceeds Accounts and Income Notes Unused Proceeds Account, and the identity of, Principal Balance, annual interest rate, maturity, issuer of and rating of each Eligible Investment purchased with funds from each of the Secured Notes Unused Proceeds Account and the Income Notes Unused Proceeds Account;
(v) the identity of each Collateral Debt Obligation that was released for sale or other disposition (indicating the reason for such sale or disposition), and the identity of each Substitute Collateral Debt Obligation Granted, during the related Due Period; the amount and identity of each Defaulted Security that has not been released for sale and the date of default for each Defaulted Security;
(vi) the identity and Principal Balance of each Collateral Debt Obligation which became a calendar month Defaulted Security, an Exchanged Equity Security or an Equity Security during the preceding month;
(vii) the purchase price of each Pledged Security Granted and the purchase and the sale price of each Pledged Security subject to a sale during the preceding month; and whether such Pledged Security is a Collateral Debt Obligation or an Eligible Investment in the Collection Account;
(viii) the calculation of each of the Collateral Coverage Tests, the Collateral Quality Tests and the Portfolio Percentage Limitations, accompanied by a list setting forth the applicable maximum or minimum value, percentage or ratio which must be maintained pursuant to this Indenture with respect to each of the Collateral Coverage Tests, the Collateral Quality Tests, the Portfolio Percentage Limitations and a list setting forth the results of the calculation of each of the Collateral Coverage Tests, the Collateral Quality Tests and the Portfolio Percentage Limitations with respect to the Initial Collateral Debt Obligations;
(ix) (1) each of the Class A Scenario Default Rate, the Class B Scenario Default Rate, the Class C Scenario Default Rate and the Class D Scenario Default Rate, (2) each of the then-applicable Class A Break-Even Loss Rate, Class B Break-Even Loss Rate, Class C Break-Even Loss Rate and Class D Break-Even Loss Rate, (3) the results of the most recent S&P CDO Monitor Test along with a report of each specified benchmark statistic calculated by the S&P CDO Monitor and (4) the Minimum Weighted Average Spread then in effect and used to identify the then-applicable Class A Break-Even Loss Rate, Class B Break-Even Loss Rate, Class C Break-Even Loss Rate and Class D Break-Even Loss Rate;
(x) the identity of each Collateral Debt Obligation that was upgraded or downgraded or placed on negative credit watch or positive credit watch by either Rating Agency since the date of the last Monthly Report; provided that the identity of each Collateral Debt Obligation that was upgraded or downgraded must be obtained from information provided directly from the Rating Agencies and not Bloomberg or a similar service to Bloomberg;
(1) the Market Value assigned to each Collateral Debt Obligation and (2) the identity of the Independent loan valuation service that is used to determine the Market Value of each such Collateral Debt Obligation for which an independent loan valuation service is required under the definition of Market Value if such service is other than Markit Loans, Inc. (successor to LoanX);
(xii) the short-term and long-term ratings of any Hedge Counterparty; and
(xiii) such other information as MCG and the Collateral Manager shall contain have agreed to include and as the Trustee may reasonably request. Upon receipt of each Monthly Report, the Trustee shall compare the information contained therein and described in this Section 10.05(a) to the information contained in its records, to the extent such information is contained in the records of the Trustee, with respect to the Collateral Assets and Eligible Investments included in shall, within three Business Days after receipt of such Monthly Report, notify the Collateral that is agreed to by the Investment Advisor, the Administrative Agent Issuer and the Collateral Agent from time to time, and shall be determined as of Manager if such information contained in the Monthly Report Determination Date for such calendar monthdoes not conform to the information maintained by the Trustee with respect to the Collateral, and detail any discrepancies. The Investment Advisor shall cooperate with If any discrepancy exists, the Trustee and the Issuer, or the Collateral Agent in connection with the preparation Manager on behalf of the Monthly Reports and each daily report delivered Issuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Trustee shall cause the Independent Accountants appointed by the Issuer pursuant to Section 8.07(c) below10.06 to review such Monthly Report and the Trustee’s records to determine the cause of such discrepancy. Without limiting If such review reveals an error in the generality of Monthly Report or the foregoingTrustee’s records, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth or the Trustee’s records shall be revised accordingly and, as so revised, shall be utilized in reasonable detail each amendment, modification or waiver under making all calculations pursuant to this Indenture. Each Rating Agency shall be notified of any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date)such revisions.
Appears in 1 contract
Samples: Indenture (MCG Capital Corp)
Monthly. On or Commencing in June 2023, one Business Day prior to the 20th calendar day of each calendar month, beginning with November 2023 (such datePayment Date, the “Monthly Reporting Date”)Borrower shall compile, the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Borrower shall then provide or make available, or cause such Monthly Report to the Collateral Agent information as is reasonably requested by the Collateral Agent be provided or necessary available to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and the Administrative Agent. As used hereinCollateral Administrator, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorManager, the Administrative Agent and each Lender, provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Collateral Agent from time Agent’s website and providing access thereto to timesuch parties. The Monthly Report shall contain the following information and instructions with respect to the Collateral, and shall be determined (or identified by the Borrower to the Collateral Administrator, as applicable) as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the related Payment Date: With respect to the Collateral Agent in connection with Portfolio:
(i) the preparation Aggregate Principal Amount of the Monthly Reports Collateral Obligations and the Eligible Investments;
(ii) the Principal Balance, currency, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each daily report delivered Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be;
(iii) an indication as to the classification of such Collateral Obligation (i.e., first lien, etc.); and whether such Collateral Obligation has been designated as a “Private Asset” or a “Non-Private Asset” pursuant to Section 8.07(cthe terms of this Agreement;
(iv) below. Without limiting the generality owner of such Collateral Obligation;
(v) the nature, source and amount of any Proceeds in each of the foregoingTransaction Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the Investment Advisor shall timely supply date of determination of the last Monthly Report, all in the Specified Currencies in which such amounts are denominated;
(vi) the number, identity and, if applicable, principal amount of any information maintained by Collateral that was released for sale or other disposition (specifying the category of permitted sales under which it that falls and whether such Collateral Obligation or other property is subject to a Value Adjustment Event or is an Ineligible Asset) and the number, identity and, if applicable, par value of Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared Acquired by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective Entities since the immediately preceding date of determination of the last Monthly Report (or, in respect the case of the first Monthly Report, since the Initial Credit Date);
(vii) (a) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date) and the date on which such Value Adjustment Event occurred, (b) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Initial Credit Date), the date on which such Value Adjustment Event occurred and the Market Value of such Collateral Obligation as of the date of determination of the current Monthly Report and (c) the Aggregate Principal Amount of all such Collateral Obligations;
(viii) the Acquisition or sale price of each item of Collateral Acquired by each Borrower Entity, in each case since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Investment Manager;
(ix) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date);
(x) for each Collateral Obligation in the Collateral Portfolio, a calculation of each Financial Ratio as of such date of determination and for each prior Financial Ratio Test Period, all in form and detail reasonably satisfactory to the Administrative Agent; and
(xi) such other information as the Collateral Agent, Investment Manager, the Administrative Agent or the Requisite Lenders may reasonably request regarding the Loans and the Collateral therefor. With respect to the payments to be made on such Payment Date:
(i) the Aggregate Principal Amount of the Collateral Obligations as of the close of business on such Determination Date, after giving effect to (A) Proceeds received on the Collateral Obligations with respect to the related Due Period and the reinvestment of such Proceeds in substitute Collateral Obligations or Eligible Investments during such Due Period and (B) the release of any Collateral Obligations during such Due Period;
(ii) the aggregate outstanding principal balance of the Loans, as an aggregate Dollar figure and as a percentage of the original aggregate outstanding principal balance of the Loans at the beginning of the Due Period, the amount of principal payments to be made on the Loans on the next Payment Date, the amount of any overdue interest and the aggregate outstanding principal balance of the Loans as a Dollar figure and as a percentage of the original aggregate outstanding principal balance, in each case after giving effect to the principal payments, if any, for such Payment Date;
(iii) the amount of Accrued Interest payable to the Lenders for such Payment Date (and the components thereof under Section 2.5) and the amount of Interest Proceeds and Principal Proceeds payable to the Equity Holder (in each case determined as of the related Determination Date);
(iv) the amount of Principal Proceeds to be applied pursuant to clause (1) of the Principal Priority of Payments (in each case determined as of the related Determination Date);
(v) the Administrative Expenses payable for such Payment Date on an itemized basis (determined as of the related Determination Date);
(vi) for the Interest Collection Account:
(1) the Balance on deposit in the Interest Collection Account at the end of the related Due Period, in each Specified Currency and the Balance in Dollars after the conversion under Section 6.2(a);
(2) the amounts payable from the Closing Interest Collection Account (through a transfer to the Payment Account) pursuant to subclauses (1) through (9) of the Interest Priority of Payments and subclauses (1) through (6) of the Principal Priority of Payments for such Payment Date, in each case in each Specified Currency; and
(3) the Balance remaining in the Interest Collection Account immediately after all payments and deposits to be made on such Payment Date (determined as of the related Determination Date);
(vii) for the Principal Collection Account:
(1) the Balance on deposit in the Principal Collection Account at the end of the related Due Period, in each Specified Currency and the Balance in Dollars after the conversion under Section 6.2(b);
(2) the amounts, if any, payable from the Principal Collection Account (through a transfer to the Payment Account) as Interest Proceeds pursuant to the Interest Priority of Payments and as Principal Proceeds pursuant to the Principal Priority of Payments for such Payment Date (in each case determined as of the related Determination Date), in each Specified Currency; and
(3) the Balance remaining in the Principal Collection Account immediately after all payments and deposits to be made on such Payment Date (determined as of the related Determination Date), in each Specified Currency;
(viii) the amount of unpaid interest, if any, with respect to any Loans (in each case determined as of the related Determination Date), in each Specified Currency;
(ix) the Principal Payments received during the related Due Period, in each Specified Currency;
(x) the Principal Proceeds received during the related Due Period, in each Specified Currency;
(xi) the Interest Proceeds received during the related Due Period, in each Specified Currency;
(xii) the amounts payable pursuant to each subclause of the Interest Priority of Payments and the Principal Priority of Payments on the related Payment Date in each Specified Currency (in each case determined as of the related Determination Date); and
(xiii) such other information as the Collateral Agent, Investment Manager or the Administrative Agent may reasonably request regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower and the Investment Manager if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent in its records and detail any discrepancies. If any discrepancy exists, the Collateral Agent and the Borrower, or the Investment Manager on behalf of the Borrower, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s records, the Monthly Report or the Collateral Agent’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement.
Appears in 1 contract
Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with November May 2023 (other than January, April, July and October in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Manager shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Collateral Manager and the Administrative Agent. The Investment Advisor Collateral Manager shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Collateral Manager, the Collateral Agent and the Administrative Agent). The Collateral Manager shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least five (5) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least five (5) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Collateral Manager on its behalf), re-calculate the calculations in clauses (i) through (xiv) below made by the Collateral Manager in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Collateral Manager and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) the Collateral Quality Test, (vii) for any Payment Date Report, Report completion of Priority of Payments pursuant to Section 9.01(a), (viiviii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Collateral Manager and the Administrative AgentAgent and (x) Adjusted Principal Balance of each Collateral Loan as of the end of such Business Day, (xi) the OC Ratio as of the end of such Business Day, (xii) the Borrower’s compliance with the Concentration Limitations, (xiii) the Loan Value of each Collateral Loan and (xiv) the S&P Rating and Xxxxx’x Rating of each Collateral Loan and/or the Obligor thereunder (if applicable). Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Collateral Manager shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur will be the last day of such calendar month (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Day).The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral and such other information that is agreed to by the Investment AdvisorCollateral Manager, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 1 contract
Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with September 2021 (other than February, May, August and November 2023 in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Servicer and the Administrative Agent. The Investment Advisor Servicer shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1A Borrowing Base, (vi) Class 1B Borrowing Base, (vii) Class 2A Borrowing Base, (viii) Class 2B Borrowing Base, (ix) Class 3A Borrowing Base, (x) Class 3B Borrowing Base, (xi) Class 1A OC Ratio, (xii) Class 1B OC Ratio, (xiii) Class 2A OC Ratio, (xiv) Class 2B OC Ratio, (xv) Class 3A OC Ratio, (xvi) Class 3B OC Ratio, (xvii) each Class Minimum OC Coverage Test, (xviii) each Coverage Test, (vixix) the Collateral Quality Test, (xx) for any Payment Date Report, Report completion of Priority of Payments pursuant to Section 9.01(a), (viixxi) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixxii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur will be the last day of such calendar month (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Day).The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral and such other information that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Barings Private Credit Corp)
Monthly. On or Not later than two (2) Business Days prior to the 20th 1520th calendar day of each calendar month, beginning with November 2023 February 2019 (other than March, June, September and December in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor Servicer shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage TestTranche A Borrowing Base, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a)Tranche B Borrowing Base, (vii) balances for each of the Covered AccountsTranche C Borrowing Base, (viii) EOD Borrowing BaseTranche A OC Ratio, (ix) EOD OC Ratio, Tranche B shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (xincluding other rights of setoff) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) that such other calculations as Lender or their respective Affiliates may be mutually agreed upon by have. Each Lender agrees to notify the Collateral Agent, the Investment Advisor Borrower and the Administrative Agent. As used hereinAgent promptly after any such setoff and application, provided, that the “Monthly Report Determination Date” with respect failure to any calendar month in which a Payment Date does give such notice shall not occur (or, if such day is not a Business Day, affect the next Business Day) will be the last day validity of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets setoff and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date)application.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Blackstone Secured Lending Fund)
Monthly. On or Not later than two Business Days prior to the 20th calendar 24th day of each calendar month, beginning with November January 2023 (such date, the “Monthly Reporting Date”), the Collateral Agent Manager shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.078.06. The Investment Advisor Collateral Manager shall compile and provide to the Collateral Administrator and the Administrative Agent a loan data file (the “Data File”) for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Collateral Agent or necessary to produce Manager, the Monthly ReportCollateral Administrator and the Administrative Agent). The Collateral Manager shall provide (or cause to be provided) the Data File to the Collateral Administrator and the Administrative Agent shallat least six (6) Business Days prior to the Monthly Reporting Date. The Collateral Administrator shall use commercially reasonable efforts to review and, basedbased solely on the Data File provided by the Collateral Manager, confirm the calculations in partclauses (i) through (xii) below made by the Collateral Manager in any such Monthly Report for such calendar month, within two (2) Business Days of the receipt thereof and shall review and verify the Monthly Report to ensure that it is complete on its face and, based solely on the information provided to iton the related Data File, calculatethat the following items in such Monthly Report have been accurately calculated, if applicable, and reported: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Net Aggregate Exposure Amount, (vi) each Collateral Quality Test, (vii) each Coverage Test, (viviii) for any Payment Date Reportthe Maximum Advance Rate Default Test, (ix) Collateral Default Ratio, (x) completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Interest Collection Account, Principal Collection Account and Revolving Reserve Account balances, and (xii) such other calculations information as may be mutually agreed upon by the Collateral AgentAdministrator, the Investment Advisor Collateral Manager and the Administrative Agent. Upon receipt of such confirmation (or report showing discrepancies) by the Collateral Manager and the Administrative Agent from the Collateral Administrator, and in any event by no later than the Monthly Reporting Date, the Collateral Manager shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day 5th Business Day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to timeset forth in Schedule 2, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Main Street Capital CORP)
Monthly. On or Commencing in June, 2017, (i) in the case of a month in which there is no Payment Date, not later than the seventh Business Day after the 10th day of such month and (ii) in the case of a month in which there is a Payment Date, one Business Day prior to the 20th calendar day of each calendar month, beginning with November 2023 (such datePayment Date, the “Monthly Reporting Date”)Borrower shall compile, the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Borrower shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral Agent information as is reasonably requested by the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and Collateral Administrator, the Administrative Agent. As used herein, the “Investment Manager and each Lender (as identified by the Administrative Agent), provided that a Monthly Report Determination Date” with respect may be provided to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, party by posting such Monthly Report on the next Business Day) will be the last day of Collateral Agent’s website and providing access thereto to such calendar monthparties. The Monthly Report for a calendar month shall contain the following information and instructions with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorCollateral, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of (1) in the Monthly Report case of a month in which there is no Payment Date, the 10th day of the applicable month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such calendar month. The Payment Date:
(i) With respect to the Collateral Portfolio:
(1) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments;
(2) the Principal Balance, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each Collateral Obligation and Eligible Investment Advisor shall cooperate with and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be;
(3) the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be;
(4) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); and
(5) whether each Collateral Obligation has been designated as a “Private Collateral Obligation” or a “Public Collateral Obligation” pursuant to the terms hereof;
(ii) the nature, source and amount of any Proceeds in each of the Borrower Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of the last Monthly Report;
(iii) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category of permitted sales under Section 2 of Schedule H under which it falls) and the number, identity and, if applicable, par value of Collateral acquired by the Borrower and in which the Borrower, pursuant to the Transaction Documents, has Granted an interest to the Collateral Agent in connection with since the preparation date of determination of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding last Monthly Report (or, in respect the case of the first Monthly Report, from since the Closing Initial Funding Date);
(iv) (a) the identity of each Collateral Obligation which became a Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and the date on which such Collateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation that is a Defaulted Obligation as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Initial Funding Date), the date on which such Collateral Obligation became a Defaulted Obligation and the Market Value of such Defaulted Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all Defaulted Obligations;
(v) the purchase or sale price of each item of Collateral acquired by the Borrower and in which the Borrower, pursuant to the Collateral Documents, has Granted an interest to the Collateral Agent and each item of Collateral sold by the Borrower, in each case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Investment Manager;
(vi) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date); and
(vii) such other information as the Collateral Agent, Investment Manager or the Requisite Lenders may reasonably request regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower, the Investment Manager and the Administrative Agent if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent in its records and detail any discrepancies. In the event that any discrepancy exists, the Collateral Agent and the Borrower, or the Investment Manager on behalf of the Borrower, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s records, the Monthly Report or the Collateral Agent’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement.
Appears in 1 contract
Monthly. On or prior to Not later than the 20th 27th calendar day (or, if such day is not a Business Day, on the next succeeding Business Day) of each calendar monthmonth (other than January, beginning with November 2023 (such dateApril, July and October in each year) and commencing in April 2024, the “Monthly Reporting Date”), the Collateral Agent Issuer shall compile and provide (or cause to be providedcompiled) and give to the AgentsCollateral Manager, the EquityholderLoan Agents and the Trustee (who shall make available to S&P, Euronext Dublin (so long as any Debt is listed on Euronext Dublin and so long as the guidelines of such exchange so require), Xxxxx’x Analytics, Inc., the Borrower Placement Agent, the Co-Placement Agent, any other Holder shown in the Registers for any Debt, any beneficial owner of any Debt who has delivered a Beneficial Ownership Certificate to the Trustee and the LendersInvestor Information Services by posting such report to its website), a monthly report for the prior calendar month on a trade date basis (each, each such report a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor shall provide to the Collateral Agent information as is reasonably requested by the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and the Administrative Agent. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (orwill be the seventh day of such calendar month; provided, that if such seventh day is not a Business Day, the next succeeding Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the following information with respect to the Collateral Assets Obligations and Eligible Investments included in the Collateral that is agreed to Assets, based on information provided by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to timeManager, and shall be determined as of the close of business on the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with : (i) Aggregate Principal Balance of Collateral Obligations, the aggregate unfunded commitments of the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoingObligations, the Investment Advisor shall timely supply any information maintained by it that capitalized interest on the Collateral Agent may from time to time reasonably request Obligations and reasonably needs to complete the calculations and reports required to be prepared by the Eligible Investments representing Principal Proceeds. (ii) Adjusted Collateral Agent hereunder or required to permit the Principal Amount of Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date)Obligations.
Appears in 1 contract
Samples: Indenture and Security Agreement (Nuveen Churchill Direct Lending Corp.)
Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with September 2021 (other than February, May, August and November 2023 in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Servicer and the Administrative Agent. The Investment Advisor Servicer shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1A Borrowing Base, (vi) Class 1B Borrowing Base, (vii) Class 2A Borrowing Base, (viii) Class 2B Borrowing Base, (ix) Class 3A Borrowing Base, (x) Class 3B Borrowing Base, (xi) Class 1A OC Ratio, (xii) Class 1B OC Ratio, (xiii) Class 2A OC Ratio, (xiv) Class 2B OC Ratio, (xv) Class 3A OC Ratio, (xvi) Class 3B OC Ratio, (xvii) each Class Minimum OC Coverage Test, (xviii) each Coverage Test, (vixix) the Collateral Quality Test, (xx) for any Payment Date Report, Report completion of Priority of Payments pursuant to Section 9.01(a), (viixxi) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixxii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur will be the last day of such calendar month (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Day).The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral and such other information that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder -133- In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Barings Private Credit Corp)
Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with November 2023 August 2019 (other than March, June, September and December in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Servicer, the Administrative Agent and the Collateral Administrator. The Investment Advisor Servicer shall compile and provide (or cause to be provided) to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Administrator and the Administrative Agent). The Servicer shall provide (or cause to be provided) the Data File to the Collateral Agent or necessary at least three (3) Business Days prior to produce the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Administrative Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Collateral Administrator in the event of any discrepancy between the Administrative Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Administrative Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1 Borrowing Base, (vi) Class 1A Borrowing Base, (vii) Class 2 Borrowing Base, (viii) Class 3 Borrowing Base, (ix) Class 1 OC Ratio, (x) Class 1A OC Ratio, (xi) Class 2 OC Ratio, (xii) Class 3 OC Ratio, (xiii) each Class Minimum OC Coverage Test, (xiv) each Coverage Test, (vixv) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (viixvi) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixvii) such other calculations as may be mutually agreed upon by the Collateral AgentAdministrator, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Administrative Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent Administrator from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver USActive 53852035.1153852035.14.docx -112- under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (OFS Capital Corp)
Monthly. On or Commencing in May, 2017, (i) in the case of a month in which there is no Payment Date, not later than the seventh Business Day after the 10th day of such month and (ii) in the case of a month in which there is a Payment Date, one Business Day prior to the 20th calendar day of each calendar month, beginning with November 2023 (such datePayment Date, the “Monthly Reporting Date”)Borrower shall compile, the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Borrower shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral Agent information as is reasonably requested by the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and Collateral Administrator, the Administrative Agent. As used herein, the “Investment Manager and each Lender (as identified by the Administrative Agent), provided that a Monthly Report Determination Date” with respect may be provided to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, party by posting such Monthly Report on the next Business Day) will be the last day of Collateral Agent’s website and providing access thereto to such calendar monthparties. The Monthly Report for a calendar month shall contain the following information and instructions with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorCollateral, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of (1) in the Monthly Report case of a month in which there is no Payment Date, the 10th day of the applicable month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such calendar month. The Payment Date:
(i) With respect to the Collateral Portfolio:
(1) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments;
(2) the Principal Balance, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each Collateral Obligation and Eligible Investment Advisor shall cooperate with and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be;
(3) the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be;
(4) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); and
(5) whether each Collateral Obligation has been designated as a “Private Collateral Obligation” or a “Public Collateral Obligation” pursuant to the terms hereof;
(ii) the nature, source and amount of any Proceeds in each of the Borrower Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of the last Monthly Report;
(iii) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category of permitted sales under Section 2 of Schedule H under which it falls) and the number, identity and, if applicable, par value of Collateral acquired by the Borrower and in which the Borrower, pursuant to the Transaction Documents, has Granted an interest to the Collateral Agent in connection with since the preparation date of determination of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding last Monthly Report (or, in respect the case of the first Monthly Report, from since the Closing Initial Funding Date);
(iv) (a) the identity of each Collateral Obligation which became a Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and the date on which such Collateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation that is a Defaulted Obligation as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Initial Funding Date), the date on which such Collateral Obligation became a Defaulted Obligation and the Market Value of such Defaulted Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all Defaulted Obligations;
(v) the purchase or sale price of each item of Collateral acquired by the Borrower and in which the Borrower, pursuant to the Collateral Documents, has Granted an interest to the Collateral Agent and each item of Collateral sold by the Borrower, in each case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Investment Manager;
(vi) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date); and
(vii) such other information as the Collateral Agent, Investment Manager or the Requisite Lenders may reasonably request regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower, the Investment Manager and the Administrative Agent if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent in its records and detail any discrepancies. In the event that any discrepancy exists, the Collateral Agent and the Borrower, or the Investment Manager on behalf of the Borrower, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s records, the Monthly Report or the Collateral Agent’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement.
Appears in 1 contract
Monthly. On or Commencing in August, 2019, (i) in the case of a month in which there is no Payment Date, not later than the seventh Business Day after the 10th day of such month and (ii) in the case of a month in which there is a Payment Date, one Business Day prior to the 20th calendar day of each calendar month, beginning with November 2023 (such datePayment Date, the “Monthly Reporting Date”)Borrower shall compile, the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Borrower shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral Agent information as is reasonably requested by the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and Collateral Administrator, the Administrative Agent. As used herein, the “Investment Manager and each Lender (as identified by the Administrative Agent), provided that a Monthly Report Determination Date” with respect may be provided to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, party by posting such Monthly Report on the next Business Day) will be the last day of Collateral Agent's website and providing access thereto to such calendar monthparties. The Monthly Report for a calendar month shall contain the following information and instructions with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorCollateral, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of (1) in the Monthly Report case of a month in which there is no Payment Date, the 10th day of the applicable month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such calendar month. The Payment Date:
(i) With respect to the Collateral Portfolio:
(1) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments;
(2) the Principal Balance, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each Collateral Obligation and Eligible Investment Advisor shall cooperate with and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be;
(3) the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be;
(4) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); and
(5) whether each Collateral Obligation has been designated as a “Private Collateral Obligation” or a “Public Collateral Obligation” pursuant to the terms hereof;
(ii) the nature, source and amount of any Proceeds in each of the Borrower Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of the last Monthly Report;
(iii) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category of permitted sales under Section 8.1) and the number, identity and, if applicable, par value of Collateral acquired by the Borrower and in which the Borrower, pursuant to the Transaction Documents, has Granted an interest to the Collateral Agent in connection with since the preparation date of determination of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding last Monthly Report (or, in respect the case of the first Monthly Report, from since the Closing Initial Funding Date);
(iv) (a) the identity of each Collateral Obligation which became a Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and the date on which such Collateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation that is a Defaulted Obligation as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Initial Funding Date), the date on which such Collateral Obligation became a Defaulted Obligation and the Market Value of such Defaulted Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all Defaulted Obligations;
(v) the purchase or sale price of each item of Collateral acquired by the Borrower and in which the Borrower, pursuant to the Collateral Documents, has Granted an interest to the Collateral Agent and each item of Collateral sold by the Borrower, in each case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Investment Manager;
(vi) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date); and
(vii) such other information as the Investment Manager, the Calculation Agent or the Requisite Lenders may reasonably request regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Report, the Investment Manager shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower, the Collateral Agent and the Administrative Agent if the information contained in the Monthly Report does not conform to the information maintained by the Investment Manager in its records and detail any discrepancies. In the event that any discrepancy exists, the Collateral Agent and the Borrower, or the Investment Manager on behalf of the Borrower, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral Agent's records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent's records, the Monthly Report or the Collateral Agent's records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement.
Appears in 1 contract
Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar monthPayment Date, beginning with November 2023 August 2024 (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Servicer and the Administrative Agent. The Investment Advisor Servicer shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least five (5) Business Days prior to the Monthly Reporting Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1A Borrowing Base, (vi) Class 1B Borrowing Base, (vii) Class 2A Borrowing Base, (viii) Class 2B Borrowing Base, (ix) Class 3A Borrowing Base, (x) Class 3B Borrowing Base, (xi) Class 4A Borrowing Base, (xii) Class 4B Borrowing Base Class, (xiii) Class 1A OC Ratio, (xiv) Class 1B OC Ratio, (xv) Class 2A OC Ratio, (xvi) Class 2B OC Ratio, (xvii) Class 3A OC Ratio, (xviii) Class 3B OC Ratio, (xix) Class 4A OC Ratio, (xx) Class 4B OC Ratio, (xxi) each Class Minimum OC Coverage Test, (xxii) each Coverage Test, (vixxiii) the Collateral Quality Test, (xxiv) for any Payment Date Report, Monthly Report completion of Priority of Payments pursuant to Section 9.01(a), (viixxv) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixxvi) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur will be the last day of such calendar month (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Day).The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral and such other information that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 1 contract
Samples: Credit Agreement (T. Rowe Price OHA Select Private Credit Fund)
Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with November 2023 January, 2025 (other than January, April, July and October in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Servicer, the Administrative Agent and the Collateral Agent. The Investment Advisor Servicer shall compile and provide (or cause to be provided) to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvii) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1 Borrowing Base, (vi) Class 2 Borrowing Base, (vii) Class 3 Borrowing Base, (viii) Class 4 Borrowing Base, (ix) Class 5 Borrowing Base, (x) Class 1 OC Ratio, (xi) Class 2 OC Ratio, (xii) Class 3 OC Ratio, (xiii) Class 4 OC Ratio, (xiv) Class 5 OC Ratio, (xv) each Class Minimum OC Coverage Test, (vixvi) the Minimum OC Coverage Test, (xvii) the Interest Coverage Ratio Test, (xviii) the Collateral Quality Test, (xix) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (viixx) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixxi) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (KKR FS Income Trust Select)
Monthly. On or Not later than two (2) Business Days prior to the 20th 15th calendar day of each calendar month, beginning with November 2023 February 2019 (other than March, June, September and December in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor Servicer shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Tranche A Borrowing Base, (vi) Tranche B Borrowing Base, (vii) Tranche C Borrowing Base, (viii) Tranche A OC Ratio, (ix) Tranche B OC Ratio, (x) Tranche C OC Ratio, (xi) each Tranche Minimum OC Coverage Test, (xii) each Coverage Test, (vixiii) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (viixiv) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixv) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).. USActive 51774144.2053776213.6-103-
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)
Monthly. On or prior to Not later than fifteen (15) Business Days following the 20th last calendar day of each calendar month, beginning with November 2023 month (such date, other than the months for which a Payment Date Report is delivered) (the “Monthly Reporting Date”), the Collateral Agent Borrower shall compile and provide (or cause to be compiled and provided) to the Agents, the EquityholderCollateral Manager, the Borrower and the Lenders, a monthly report (which includes a Borrowing Base Calculation Statement prepared by the Collateral Manager and provided to the Collateral Agent for inclusion in the prior calendar month Monthly Report) (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor Borrower shall compile and provide (or cause to be compiled and provided) to the Collateral Administrative Agent information as is reasonably requested by a loan data file (the Collateral Agent or necessary to produce “Data File”) for the previous monthly period ending on the Monthly Report. The Collateral Agent shall, based, in part, on the Report Determination Date (containing such information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Borrower (or the Collateral AgentManager on its behalf), the Investment Advisor and the Administrative Agent). The Borrower shall provide (or cause to be provided) the Data File no later than fifteen (15) Business Days following the Monthly Reporting Date. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last calendar day of such the prior calendar month. For the avoidance of doubt, the first Monthly Report following the Seventh Amendment Effective Date shall be delivered on July 22, 2019 and shall be determined with respect to the Monthly Report Determination Date that is June 30, 2019. The Monthly Report for a calendar month shall be in a form reasonably acceptable to the Borrower, the Collateral Agent, the Collateral Manager and the Administrative Agent and shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to timeset forth in Schedule 2 hereto, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 1 contract
Samples: Credit and Security Agreement (Business Development Corp of America)
Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with November 2023 August 2019 (other than March, June, September and December in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Servicer, the Administrative Agent and the Collateral Administrator. The Investment Advisor Servicer shall compile and provide (or cause to be provided) to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Administrator and the Administrative Agent). The Servicer shall provide (or cause to be provided) the Data File to the Collateral Agent or necessary at least three (3) Business Days prior to produce the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Administrative Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Collateral Administrator in the event of any discrepancy between the Administrative Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Administrative Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1 Borrowing Base, (vi) Class 1A Borrowing Base, (vii) Class 2 Borrowing Base, (viii) Class 3 Borrowing Base, (ix) Class 1 OC Ratio, (x) Class 1A OC Ratio, (xi) Class 2 OC Ratio, (xii) Class 3 OC Ratio, (xiii) each Class Minimum OC Coverage Test, (xiv) each Coverage Test, (vixv) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (viixvi) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixvii) such other calculations as may be mutually agreed upon by the Collateral AgentAdministrator, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Administrative Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent Administrator from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (OFS Capital Corp)