Monthly. On each Monthly Report Date, the Collateral Agent pursuant to Section 8.10 hereof, on behalf of the Borrower shall compile and provide to the Agents, the Portfolio Manager and the Lenders, a monthly report on a trade basis (each a “Monthly Report”), determined as of the close of business on the related Monthly Report Determination Date. The first Monthly Report shall be delivered in July 2022. The final Monthly Report shall be delivered on the Final Maturity Date and shall be determined on the sixth Business Day prior to the Final Maturity Date. The Monthly Report for a calendar month shall contain the information with respect to the Facility and the Collateral Obligations and Eligible Investments included in the Collateral set forth in Part 1 of Schedule 2 hereto, and shall be determined as of the Monthly Report Determination Date for such calendar month. Three Business Days prior to each Monthly Report Date, the Collateral Agent, pursuant to Section 8.10 hereof, on behalf of the Borrower, shall deliver to the Portfolio Manager a draft of the Monthly Report relating to such Monthly Report Date for review and approval. Upon receipt of each draft Monthly Report, the Portfolio Manager shall compare the information contained in such Monthly Report to the information contained in its records with respect to the Collateral and shall, within two Business Days after receipt of such draft Monthly Report, notify the Borrower and the Collateral Agent if the information contained in the draft Monthly Report does not conform to the information maintained by the Portfolio Manager with respect to the Collateral or whether such Monthly Report is approved. In the event that any discrepancy exists, the Collateral Agent and the Portfolio Manager shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Portfolio Manager shall within 1 Business Day request that the Independent Accountants appointed by the Borrower pursuant to Section 8.08 review such draft 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 Borrower (or the Portfolio Manager on its behalf) shall direct the Collateral Agent to revise the Monthly Report and its records accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement and notice of any error in the Monthly Report shall be sent as soon as practicable by the Borrower to all recipients of such report which may be accomplished by making a notation of such error in the subsequent Monthly Report.
Appears in 3 contracts
Samples: Credit and Security Agreement (BlackRock Private Credit Fund), Credit and Security Agreement (BlackRock Private Credit Fund), Credit and Security Agreement (BlackRock Private Credit Fund)
Monthly. On each Monthly Report Date, the Borrower (or the Collateral Agent pursuant to Section 8.10 hereof, on behalf of the Borrower its behalf) shall compile and provide (or cause to be compiled and provided) to DBRS, the Agents, the Portfolio Collateral Manager and the Lenders, a monthly report on a trade settlement basis (each a “"Monthly Report”"), determined as of the close of business on the related Monthly Report Determination Date. The first Monthly Report shall be was delivered in July 2022. The October 2012 and the final Monthly Report shall be delivered on the Final Maturity Date and shall be determined on the sixth Business Day prior to the Final Maturity Date. The Monthly Report for a calendar month Monthly Report Period shall contain the information with respect to the Facility and the Collateral Obligations and Eligible Investments included in the Collateral set forth in Part 1 of Schedule 2 hereto, and shall be determined as of the Monthly Report Determination Date for such calendar monthMonthly Report Period. Simultaneous with the delivery of each Monthly Report, the Borrower (or the Collateral Manager) shall provide a certificate to DBRS, the Lenders and the Agents certifying that no Default or Event of Default occurred during the Monthly Report Period covered by such Monthly Report or if any Default or Event of Default occurred during such Monthly Report Period, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto. In addition, the Collateral Manager shall provide for inclusion in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Obligation that became effective during the Monthly Report Period. Three Business Days prior to each Monthly Report Date, the Borrower (or the Collateral Agent, pursuant to Section 8.10 hereof, Agent on behalf of the Borrower, its behalf) shall deliver to the Portfolio Collateral Manager a draft of the Monthly Report relating to such Monthly Report Date for review and approvalDate. Upon receipt of each draft Monthly Report, the Portfolio Collateral Manager shall compare the information contained in such Monthly Report to the information contained in its records with respect to the Collateral and shall, within two Business Days after receipt of such draft Monthly Report, notify the Borrower and the Collateral Agent if the information contained in the draft Monthly Report does not conform to the information maintained by the Portfolio Collateral Manager with respect to the Collateral or whether such Monthly Report is approvedCollateral. In the event that any discrepancy exists, the Collateral Agent and the Portfolio Collateral Manager shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Portfolio Collateral Manager shall within 1 one Business Day request that the Independent Accountants a firm of independent certified public accountants of nationally recognized standing appointed by the Borrower pursuant to Section 8.08 review such draft Monthly Report and the records of the Collateral Agent’s records Agent to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the records of the Collateral Agent’s records, the Borrower (Monthly Report or the Portfolio Manager on its behalf) shall direct records of the Collateral Agent to revise the Monthly Report and its records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement and notice of any error in the Monthly Report shall be sent as soon as practicable by the Borrower to all recipients of such report which may be accomplished by making a notation of such error in the subsequent Monthly Report.
Appears in 2 contracts
Samples: Credit and Security Agreement (WhiteHorse Finance, Inc.), Credit and Security Agreement (WhiteHorse Finance, Inc.)
Monthly. On each Monthly Report Date, the Collateral Agent pursuant to Section 8.10 hereof, on behalf of the Borrower shall compile and provide (or cause to be compiled and provided) to DBRS, the Agents, the Portfolio Investment Manager and the Lenders, a monthly report on a trade settlement basis (each a “Monthly Report”), determined as of the close of business on the related Monthly Report Determination Date. The first Monthly Report shall be delivered in July 2022May 2012 and shall be determined with respect to the Monthly Report Determination Date that is six Business Days prior to the Monthly Report Date in May 2012. The final Monthly Report shall be delivered on the Final Maturity Date and shall be determined on with respect to the sixth Monthly Report Determination Date that is six Business Day Days prior to the Final Maturity Date. The Monthly Report for a calendar month shall contain the information with respect to the Facility and the Collateral Obligations and Eligible Investments included in the Collateral set forth in Part 1 of Schedule 2 hereto, and shall be determined as of the Monthly Report Determination Date for such calendar month. Simultaneous with the delivery of each Monthly Report, the Borrower (or the Investment Manager) shall provide a certificate certifying that no Default or Event of Default occurred during the period covered by such Monthly Report or if any Default or Event of Default occurred during such period, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto. In addition, the Investment Manager shall provide for inclusion in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Obligation that became effective during the one month period ending on the Monthly Report Determination Date for the immediately prior Monthly Report (or, in respect of the first Monthly Report, from the Original Closing Date). Three Business Days prior to each Monthly Report Date, the Collateral Agent, pursuant to Section 8.10 hereof, on behalf of the Borrower, Borrower shall deliver to the Portfolio Investment Manager a draft of the Monthly Report relating to such Monthly Report Date for review and approvalDate. Upon receipt of each draft Monthly Report, the Portfolio Investment Manager shall compare the information contained in such Monthly Report to the information contained in its records with respect to the Collateral and shall, within two Business Days after receipt of such draft Monthly Report, notify the Borrower and the Collateral Agent if the information contained in the draft Monthly Report does not conform to the information maintained by the Portfolio Investment Manager with respect to the Collateral or whether such Monthly Report is approvedCollateral. In the event that any discrepancy exists, the Collateral Agent and the Portfolio Investment Manager shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Portfolio Investment Manager shall within 1 Business Day request that the Independent Accountants appointed by the Borrower pursuant to Section 8.08 review such draft 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 Borrower (Monthly Report or the Portfolio Manager on its behalf) Collateral Agent’s records shall direct the Collateral Agent to revise the Monthly Report and its records be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement and notice of any error in the Monthly Report shall be sent as soon as practicable by the Borrower to all recipients of such report which may be accomplished by making a notation of such error in the subsequent Monthly Report.
Appears in 2 contracts
Samples: Credit and Security Agreement (TPG Specialty Lending, Inc.), Revolving Credit and Security Agreement (TPG Specialty Lending, Inc.)
Monthly. On each Monthly Report DateNot later than the 12th Business Day after the 1st day (or if such day is not a Business Day, the immediately following Business Day) of each month, excluding a month in which a Payment Date occurs, commencing March 2025, the Issuer shall cause the Collateral Agent pursuant Administrator to Section 8.10 hereof, on behalf of the Borrower shall compile and provide to the Collateral Trustee, the Loan Agent, the Rating Agencies, the Placement Agent, the Asset Manager, each of the Paying Agents, the Portfolio Manager any Certifying Person and the LendersReport Recipients, a monthly report or make available on a trade basis (each a “the Collateral Trustee’s website, the Monthly Report”), determined as of the close of business on the related Monthly Report Determination Date. The first Monthly Report shall be delivered in July 2022. The final Monthly Report shall be delivered on the Final Maturity Date and shall be determined on the sixth Business Day prior to the Final Maturity Date. The Monthly Report for a calendar month shall contain the information with respect to the Facility and the Collateral Obligations and Eligible Investments included in the Collateral set forth in Part 1 of Schedule 2 hereto, and shall be determined as of the Monthly Report Determination Date for first day of the applicable month (or if such calendar month. Three day is not a Business Days prior to each Monthly Report DateDay, the Collateral Agent, pursuant to Section 8.10 hereof, on behalf of the Borrower, shall deliver to the Portfolio Manager a draft of the Monthly Report relating to such Monthly Report Date for review and approvalimmediately following Business Day). Upon receipt of each draft Monthly ReportReport (if the entity serving as Collateral Trustee is not the same Person as the Collateral Administrator), the Portfolio Manager Collateral Trustee shall compare the information contained in such Monthly Report therein to the information contained in its records with respect to the Collateral and shall, within two three Business Days after receipt of such draft Monthly Report, notify the Borrower Issuer and the Collateral Agent Asset Manager if the information contained in the draft Monthly Report does not conform to the information maintained by the Portfolio Manager with respect to the Collateral or whether such Monthly Report is approvedTrustee in its records and detail any discrepancies. In the event that If any discrepancy exists, the Collateral Agent Trustee and the Portfolio Manager Issuer (or the Asset Manager, on behalf of the Issuer) shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolvedresolved promptly, the Portfolio Manager Collateral Trustee shall within 1 five Business Day Days request that the Independent Accountants accountants appointed by the Borrower Issuer pursuant to Section 8.08 10.7 review such draft Monthly Report and the Collateral AgentTrustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral AgentTrustee’s records, the Borrower (Monthly Report or the Portfolio Manager on its behalf) Collateral Trustee’s records shall direct the Collateral Agent to revise the Monthly Report and its records be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement and notice of any error in the Monthly Report shall be sent as soon as practicable by the Borrower to all recipients of such report which may be accomplished by making a notation of such error in the subsequent Monthly ReportIndenture.
Appears in 1 contract
Samples: Indenture and Security Agreement (Ares Capital Corp)
Monthly. On each Monthly Report Date, the Borrower (or the Collateral Agent pursuant to Section 8.10 hereof, on behalf of the Borrower its behalf) shall compile and provide (or cause to be compiled and provided) to DBRS, the Agents, the Portfolio Collateral Manager and the Lenders, a monthly report on a trade settlement basis (each a “Monthly Report”), determined as of the close of business on the related Monthly Report Determination Date. The first Monthly Report shall be delivered in July 2022. The October 2012 and the final Monthly Report shall be delivered on the Final Maturity Date and shall be determined on the sixth Business Day prior to the Final Maturity Date. The Monthly Report for a calendar month Monthly Report Period shall contain the information with respect to the Facility and the Collateral Obligations and Eligible Investments included in the Collateral set forth in Part 1 of Schedule 2 hereto, and shall be determined as of the Monthly Report Determination Date for such calendar monthMonthly Report Period. Simultaneous with the delivery of each Monthly Report, the Borrower (or the Collateral Manager) shall provide a certificate to DBRS, the Lenders and the Agents certifying that no Default or Event of Default occurred during the Monthly Report Period covered by such Monthly Report or if any Default or Event of Default occurred during such Monthly Report Period, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto. In addition, the Collateral Manager shall provide for inclusion in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Obligation that became effective during the Monthly Report Period. Three Business Days prior to each Monthly Report Date, the Borrower (or the Collateral Agent, pursuant to Section 8.10 hereof, Agent on behalf of the Borrower, its behalf) shall deliver to the Portfolio Collateral Manager a draft of the Monthly Report relating to such Monthly Report Date for review and approvalDate. Upon receipt of each draft Monthly Report, the Portfolio Collateral Manager shall compare the information contained in such Monthly Report to the information contained in its records with respect to the Collateral and shall, within two Business Days after receipt of such draft Monthly Report, notify the Borrower and the Collateral Agent if the information contained in the draft Monthly Report does not conform to the information maintained by the Portfolio Collateral Manager with respect to the Collateral or whether such Monthly Report is approvedCollateral. In the event that any discrepancy exists, the Collateral Agent and the Portfolio Collateral Manager shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Portfolio Collateral Manager shall within 1 one Business Day request that the Independent Accountants a firm of independent certified public accountants of nationally recognized standing appointed by the Borrower pursuant to Section 8.08 review such draft Monthly Report and the records of the Collateral Agent’s records Agent to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the records of the Collateral Agent’s records, the Borrower (Monthly Report or the Portfolio Manager on its behalf) shall direct records of the Collateral Agent to revise the Monthly Report and its records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement and notice of any error in the Monthly Report shall be sent as soon as practicable by the Borrower 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: Revolving Credit and Security Agreement (WhiteHorse Finance, LLC)
Monthly. On or prior to each Monthly Asset Report Date, the Collateral Collection Agent pursuant shall prepare and deliver to Section 8.10 hereofthe Buyer, on behalf as part of the Borrower shall compile and provide Asset Report delivered under the Receivables Purchase Agreement, a statement of the Noncomplying Receivables Adjustment due to the AgentsBuyer from the Originator or from the Buyer to the Originator, as the case may be. If the Noncomplying Receivables Adjustment is a positive number, such number shall be shown on the Asset Report as an amount due to the Buyer and the Buyer shall subtract such Noncomplying Receivables Adjustment from the Purchase Price which would otherwise be owed to the Originator on such day and, if the amount of such adjustment exceeds the amount of such Purchase Price, the Portfolio Manager unused positive amount of the Noncomplying Receivables Adjustment shall be applied as a prepayment of the then outstanding principal amount of the Originator Note held by the Originator. Any remaining unutilized positive amount of the Noncomplying Receivables Adjustment shall be credited by the Buyer against all future Purchases from the Originator; provided, however, that if such credits are not fully utilized within five (5) Business Days, the Originator shall pay the remaining amount of such adjustment in cash on the next succeeding Business Day. Alternatively, if the Noncomplying Receivables Adjustment is a negative number, such number shall be shown on the Asset Report as an amount due to the Originator, and the LendersBuyer shall pay to the Originator the amount, a monthly report if any, shown on a trade basis (each a “Monthly Report”), determined the Asset Report as the net amount due from Buyer to the Originator. To the extent that such net amount due remains unpaid as of the close end of business on the related Monthly Report Determination Date. The first Monthly Report shall be delivered in July 2022. The final Monthly Report shall be delivered on the Final Maturity Date and shall be determined on the sixth Business Day prior to the Final Maturity Date. The Monthly Report for a calendar month shall contain the information with respect to the Facility and the Collateral Obligations and Eligible Investments included in the Collateral set forth in Part 1 of Schedule 2 hereto, and shall be determined as of the Monthly Report Determination Date for such calendar month. Three Business Days prior to each Monthly Asset Report Date, the Collateral Agent, pursuant to Section 8.10 hereof, on behalf principal amount of the Borrower, shall deliver Originator Note issued to the Portfolio Manager a draft Originator shall be increased on the applicable Asset Report Date by such remaining unpaid amount, subject, however, to the limits on the amounts of the Monthly Report relating to such Monthly Report Date for review and approval. Upon receipt of each draft Monthly Report, the Portfolio Manager shall compare the information contained in such Monthly Report to the information contained in its records with respect to the Collateral and shall, within two Business Days after receipt of such draft Monthly Report, notify the Borrower and the Collateral Agent if the information contained in the draft Monthly Report does not conform to the information maintained by the Portfolio Manager with respect to the Collateral or whether such Monthly Report is approved. In the event that any discrepancy exists, the Collateral Agent and the Portfolio Manager shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Portfolio Manager shall within 1 Business Day request that the Independent Accountants appointed by the Borrower pursuant to Originator Note permitted under Section 8.08 review such draft 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 Borrower (or the Portfolio Manager on its behalf2.02(b) shall direct the Collateral Agent to revise the Monthly Report and its records accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement and notice of any error in the Monthly Report shall be sent as soon as practicable by the Borrower to all recipients of such report which may be accomplished by making a notation of such error in the subsequent Monthly Reportabove.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Synthetic Industries Inc)
Monthly. On Not later than the eighth Business Day after the last day of each Monthly Report Datemonth (except for months preceding a month in which a Distribution Date occurs, in which case delivery shall occur in conjunction with delivery of the Note Valuation Report) commencing with the eighth Business Day after the last day of September 2005, the Collateral Agent pursuant to Section 8.10 hereof, on behalf of the Borrower Issuer shall compile and provide to the Agentseach Rating Agency, the Portfolio Manager Trustee, the Collateral Manager, the Repository and each Transfer Agent and, upon written request therefor, any Holder of a Note shown on the LendersNote Register, the Hedge Counterparty, any Certifying Person and any Preferred Shareholder a monthly report on a trade basis (each a the “Monthly Report”). The Monthly Report shall contain the following information and instructions with respect to the Pledged Securities included in the Collateral, determined as of the close last day of business on such calendar month or, in the related Monthly Report Determination Date. The first Monthly Report shall be delivered in July 2022. The final Monthly Report shall be delivered on the Final Maturity Date and shall be determined on the sixth Business Day prior to the Final Maturity Date. The Monthly Report for case of a calendar month shall contain in which a Distribution Date occurs, the information Determination Date relating to such Distribution Date:
(1) (x) the Aggregate Principal Balance of all Collateral Debt Securities, together with a calculation, in reasonable detail, of the sum of (A) the Aggregate Principal Balance of all Collateral Debt Securities (other than Defaulted Securities and Deferred Interest Collateral Debt Securities), plus (B) with respect to each Defaulted Security or Deferred Interest Collateral Debt Security, the Facility Calculation Amount of such Defaulted Security or Deferred Interest Collateral Debt Security and (y) the Aggregate Principal Balance of all Collateral Debt Securities on the Ramp-Up Completion Date;
(2) the Balance of all Eligible Investments and Cash in each of the Interest Collection Account, the Principal Collection Account, the Expense Account and the Collateral Obligations Interest Reserve Account;
(3) the nature, source and Eligible Investments included amount of any proceeds in the Collection Accounts, including Interest Proceeds, Principal Proceeds and Sale Proceeds, received since the date of determination of the last Monthly Report or, in the case of the first Monthly Report, since the Ramp-Up Completion Date;
(4) with respect to each Collateral set forth Debt Security and each Eligible Investment that is part of the Collateral, its Principal Balance, annual interest rate, Stated Maturity and issuer thereof;
(5) the identity of each Collateral Debt Security that was sold or disposed of pursuant to Section 12.1 indicating whether such Collateral Debt Security is a Defaulted Security, Credit Risk Security or Equity Security (as reported in Part 1 writing to the Issuer by the Collateral Manager) and whether such Collateral Debt Security was sold pursuant to Section 12.1(a)(i), (ii) or (iii) or Granted to the Trustee since the date of Schedule 2 heretodetermination of the most recent Monthly Report or, and shall be determined in the case of the first Monthly Report, since the Closing Date;
(6) the identity of each Collateral Debt Security that has become a Defaulted Security, Deferred Interest Collateral Debt Security, Credit Risk Security or Equity Security since the date of determination of the last Monthly Report or, in the case of the first Monthly Report, since the Ramp-Up Completion Date;
(7) the identity of each Collateral Debt Security, the related Real Estate Entity of which failed to satisfy any two of the three REIT/REOC Coverage Tests as of the date of determination of the last Monthly Report Determination Date or, in the case of the first Monthly Report, since the Ramp-Up Completion Date.
(8) the Aggregate Principal Balance of all Collateral Debt Securities that have a Stated Maturity later than the Stated Maturity of the Notes;
(9) the Aggregate Principal Balance of (A) all Fixed Rate Collateral Debt Securities, (B) all Floating Rate Collateral Debt Securities, (C) all Deemed Fixed Rate Collateral Debt Securities and (D) all Deemed Floating Rate Collateral Debt Securities;
(10) the Aggregate Principal Balance of all Trust Preferred Securities;
(11) the Aggregate Principal Balance of all Subordinated Notes;
(12) the Aggregate Principal Balance of all Senior Notes;
(13) the Aggregate Principal Balance of all CMBS;
(14) the Aggregate Principal Balance of all Collateral Debt Securities that provide for such calendar month. Three Business Days prior to each Monthly Report Dateperiodic payments of interest in Cash less frequently than quarterly;
(15) the Weighted Average Spread, the Collateral Agent, pursuant to Section 8.10 hereof, on behalf Weighted Average Hybrid Coupon and the Weighted Average Coupon of the BorrowerCollateral Debt Securities;
(16) a calculation in reasonable detail necessary to determine compliance with each Coverage Test, shall deliver and, in the case of each Overcollateralization Test, a calculation of the Class A/B Overcollateralization Ratio, the Class C Overcollateralization Ratio, the Class D Overcollateralization Ratio, the Class E Overcollateralization Ratio, and the Class F Overcollateralization Ratio and, in the case of each Interest Coverage Test, a calculation of the Class A/B Interest Coverage Ratio, the Class C Interest Coverage Ratio, the Class D Interest Coverage Ratio, the Class E Interest Coverage Ratio and the Class F Interest Coverage Ratio;
(17) a calculation in reasonable detail necessary to determine compliance with the REIT/REOC Coverage Test;
(18) the occurrence of any REIT/REOC Trigger Event and the identity of the related Real Estate Entity and Collateral Debt Security;
(19) the respective percentage of the Net Outstanding Portfolio Collateral Balance for each aggregate amount referred to in clauses (7) through (14) above;
(20) calculation in reasonable detail necessary to determine compliance with the Standard & Poor’s CDO Monitor Test; and
(21) any changes to the Portfolio Manager a draft identity of the Monthly Report relating to such Monthly Report Date for review and approvalHedge Counterparty. Upon receipt of each draft Monthly Report, the Portfolio Manager Trustee (so long as it is not also acting as the Collateral Administrator) shall compare the information contained in such Monthly Report therein to the information contained in its records with respect to the Collateral and shall, within two three Business Days after receipt of such draft Monthly Report, notify the Borrower Issuer and the Collateral Agent Manager if the information contained in the draft Monthly Report does not conform to the information maintained by the Portfolio Manager Trustee with respect to the Collateral or whether such Monthly Report is approvedCollateral. In the event that any discrepancy exists, the Collateral Agent Trustee, the Issuer and the Portfolio Collateral Manager shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Portfolio Manager Trustee shall within 1 five Business Day request that Days cause the Independent Accountants accountants appointed by the Borrower Issuer pursuant to Section 8.08 10.9 to review such draft Monthly Report and the Collateral AgentTrustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral AgentTrustee’s records, the Borrower (Monthly Report or the Portfolio Manager on its behalf) Trustee’s records shall direct the Collateral Agent to revise the Monthly Report and its records be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement Indenture. On or prior to the Ramp-Up Completion Date and notice of any error in the Monthly Report shall be sent as soon as practicable by the Borrower to all recipients of such report which may be accomplished by making a notation of such error in the subsequent together with each Monthly Report, the Issuer shall provide to S&P the Excel CDO Monitor Input File and, with respect to each Collateral Debt Security, the name of each obligor thereon, the CUSIP number thereof (if applicable) and the S&P Priority Category thereof.
Appears in 1 contract
Monthly. On Not later than the eighth Business Day after the last day of each Monthly Report Datemonth (except for months preceding a month in which a Distribution Date occurs, in which case delivery shall occur in conjunction with delivery of the Note Valuation Report) commencing with the eighth Business Day after the last day of April 2006, the Collateral Agent pursuant to Section 8.10 hereof, on behalf of the Borrower Issuer shall compile and provide to the Agentseach Rating Agency, the Portfolio Manager Trustee, the Collateral Manager, the Repository and each Transfer Agent and, upon written request therefor, any Holder of a Note shown on the LendersNote Register, the Hedge Counterparty, any Certifying Person and any Preferred Shareholder a monthly report on a trade basis (each a the “Monthly Report”). The Monthly Report shall contain the following information and instructions with respect to the Pledged Securities included in the Collateral, determined as of the close last day of business on such calendar month or, in the related Monthly Report Determination Date. The first Monthly Report shall be delivered in July 2022. The final Monthly Report shall be delivered on the Final Maturity Date and shall be determined on the sixth Business Day prior to the Final Maturity Date. The Monthly Report for case of a calendar month shall contain in which a Distribution Date occurs, the information Determination Date relating to such Distribution Date:
(1) (x) the Aggregate Principal Balance of all Collateral Debt Securities, together with a calculation, in reasonable detail, of the sum of (A) the Aggregate Principal Balance of all Collateral Debt Securities (other than Defaulted Securities and Deferred Interest Collateral Debt Securities), plus (B) with respect to each Defaulted Security or Deferred Interest Collateral Debt Security, the Facility Calculation Amount of such Defaulted Security or Deferred Interest Collateral Debt Security and (y) the Aggregate Principal Balance of all Collateral Debt Securities on the Ramp-Up Completion Date;
(2) the Balance of all Eligible Investments and Cash in each of the Interest Collection Account, the Principal Collection Account, the Expense Account and the Collateral Obligations Interest Reserve Account;
(3) the nature, source and Eligible Investments included amount of any proceeds in the Collection Accounts, including Interest Proceeds, Principal Proceeds and Sale Proceeds, received since the date of determination of the last Monthly Report or, in the case of the first Monthly Report, since the Ramp-Up Completion Date;
(4) with respect to each Collateral set forth Debt Security and each Eligible Investment that is part of the Collateral, its Principal Balance, annual interest rate, Stated Maturity and issuer thereof;
(5) the identity of each Collateral Debt Security that was sold or disposed of pursuant to Section 12.1 indicating whether such Collateral Debt Security is a Defaulted Security, Credit Risk Security or Equity Security (as reported in Part 1 writing to the Issuer by the Collateral Manager) and whether such Collateral Debt Security was sold pursuant to Section 12.1(a)(i), (ii) or (iii) or Granted to the Trustee since the date of Schedule 2 heretodetermination of the most recent Monthly Report or, and shall be determined in the case of the first Monthly Report, since the Closing Date;
(6) the identity of each Collateral Debt Security that has become a Defaulted Security, Deferred Interest Collateral Debt Security, Credit Risk Security or Equity Security since the date of determination of the last Monthly Report or, in the case of the first Monthly Report, since the Ramp-Up Completion Date;
(7) the identity of each Collateral Debt Security, the related Real Estate Entity of which failed to satisfy any two of the three REIT/REOC Coverage Tests as of the date of determination of the last Monthly Report Determination Date or, in the case of the first Monthly Report, since the Ramp-Up Completion Date.
(8) the Aggregate Principal Balance of all Collateral Debt Securities that have a Stated Maturity later than the Stated Maturity of the Notes;
(9) the Aggregate Principal Balance of (A) all Fixed Rate Collateral Debt Securities, (B) all Floating Rate Collateral Debt Securities, (C) all Deemed Fixed Rate Collateral Debt Securities and (D) all Deemed Floating Rate Collateral Debt Securities;
(10) the Aggregate Principal Balance of all Trust Preferred Securities;
(11) the Aggregate Principal Balance of all Subordinated Notes;
(12) the Aggregate Principal Balance of all Primary Senior Notes and the Aggregate Principal Balance of all Secondary Senior Notes;
(13) the Aggregate Principal Balance of all CMBS;
(14) the Aggregate Principal Balance of all Collateral Debt Securities that provide for such calendar month. Three Business Days prior to each Monthly Report Dateperiodic payments of interest in Cash less frequently than quarterly;
(15) the Weighted Average Spread, the Collateral Agent, pursuant to Section 8.10 hereof, on behalf Weighted Average Hybrid Coupon and the Weighted Average Coupon of the BorrowerCollateral Debt Securities;
(16) a calculation in reasonable detail necessary to determine compliance with each Coverage Test, shall deliver and, in the case of each Overcollateralization Test, a calculation of the Class A/B Overcollateralization Ratio, the Class C Overcollateralization Ratio, the Class D Overcollateralization Ratio and the Class E Overcollateralization Ratio and, in the case of each Interest Coverage Test, a calculation of the Class A/B Interest Coverage Ratio, the Class C Interest Coverage Ratio, the Class D Interest Coverage Ratio and the Class E Interest Coverage Ratio;
(17) a calculation in reasonable detail necessary to determine compliance with the REIT/REOC Coverage Test;
(18) the occurrence of any REIT/REOC Trigger Event and the identity of the related Real Estate Entity and Collateral Debt Security;
(19) the respective percentage of the Net Outstanding Portfolio Collateral Balance for each aggregate amount referred to in clauses (7) through (14) above;
(20) calculation in reasonable detail necessary to determine compliance with the Standard & Poor’s CDO Monitor Test; and
(21) any changes to the Portfolio Manager a draft identity of the Monthly Report relating to such Monthly Report Date for review and approvalHedge Counterparty. Upon receipt of each draft Monthly Report, the Portfolio Manager Trustee (so long as it is not also acting as the Collateral Administrator) shall compare the information contained in such Monthly Report therein to the information contained in its records with respect to the Collateral and shall, within two three Business Days after receipt of such draft Monthly Report, notify the Borrower Issuer and the Collateral Agent Manager if the information contained in the draft Monthly Report does not conform to the information maintained by the Portfolio Manager Trustee with respect to the Collateral or whether such Monthly Report is approvedCollateral. In the event that any discrepancy exists, the Collateral Agent Trustee, the Issuer and the Portfolio Collateral Manager shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Portfolio Manager Trustee shall within 1 five Business Day request that Days cause the Independent Accountants accountants appointed by the Borrower Issuer pursuant to Section 8.08 10.9 to review such draft Monthly Report and the Collateral AgentTrustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral AgentTrustee’s records, the Borrower (Monthly Report or the Portfolio Manager on its behalf) Trustee’s records shall direct the Collateral Agent to revise the Monthly Report and its records be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement Indenture. On or prior to the Ramp-Up Completion Date and notice of any error in the Monthly Report shall be sent as soon as practicable by the Borrower to all recipients of such report which may be accomplished by making a notation of such error in the subsequent together with each Monthly Report, the Issuer shall provide to S&P the Excel CDO Monitor Input File and, with respect to each Collateral Debt Security, the name of each obligor thereon, the CUSIP number thereof (if applicable) and the S&P Priority Category thereof.
Appears in 1 contract
Monthly. On Not later than the 18th calendar day (or, if such day is not a Business Day, on the next succeeding Business Day) of each Monthly Report Datecalendar month (other than January, April, July and October in each year) and commencing in February 2023, the Issuer shall compile and make available (or cause to be compiled and made available) to the Rating Agency, the Collateral Agent pursuant to Section 8.10 hereofTrustee, the Loan Agent, the Collateral Manager, the Placement Agents, any Holder shown on behalf the Register of the Borrower shall compile any Debt and provide any beneficial owner of Debt who has delivered a Beneficial Ownership Certificate to the Agents, the Portfolio Manager and the Lenders, Collateral Trustee a monthly report on a trade settlement date basis (except as otherwise expressly provided in this Indenture) (each such report a “"Monthly Report”"). As used herein, determined as of the close of business on the related "Monthly Report Determination Date. The first Monthly Report shall " with respect to any calendar month will be delivered in July 2022. The final Monthly Report shall be delivered on the Final Maturity Date and shall be determined on the sixth tenth Business Day prior to the Final Maturity Date18th calendar day of such calendar month. The Monthly Report for a calendar month shall contain the following information with respect to the Facility and the Collateral Obligations and Eligible Investments included in the Collateral set forth in Part 1 of Schedule 2 heretoAssets, and shall be determined as of the Monthly Report Determination Date for such calendar month. Three Business Days :
(i) Aggregate Principal Balance of Collateral Obligations, the aggregate outstanding principal balance of Collateral Obligations, the aggregate unfunded commitments of the Collateral Obligations, any capitalized interest on the 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 obligor thereon (including the issuer ticker, if any);
(B) The CUSIP, LoanX-ID (if any) or security identifier thereof;
(C) The Principal Balance thereof, the outstanding principal balance thereof (in each case, other than any accrued interest that was purchased with Principal Proceeds (but excluding any capitalized interest)) and any unfunded commitment pertaining thereto;
(D) The percentage of the aggregate Collateral Principal Amount represented by such Collateral Obligation;
(E) The related interest rate or spread (in the case of a Floating Rate Floor Obligation, calculated both with and without regard to the applicable specified "floor" rate per annum), (y) if such Collateral Obligation is a Floating Rate Floor Obligation, the related reference rate "floor" and (z) the identity of any Collateral Obligation that is not a Floating Rate Floor Obligation and for which interest is calculated with respect to any index other than the Benchmark;
(F) The stated maturity thereof;
(G) The related S&P Industry Classification;
(H) The S&P Rating;
(I) The country of Domicile;
(J) 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, if applicable, and its ratings by the Rating Agency), (7) a Permitted Deferrable Obligation, (8) a Fixed Rate Obligation, (9) a Current Pay Obligation, (10) a DIP Collateral Obligation, (11) a Discount Obligation, (12) a Discount Obligation purchased in the manner described in clause (y) of the proviso to the definition "Discount Obligation", (13) a Cov-Lite Loan, (14) a First-Lien Last-Out Loan, (15) a Long-Dated Obligation, (16) a Broadly Syndicated Loan or, if not a Broadly Syndicated Loan, a Middle Market Loan, (17) a Permitted Non-Loan Asset or (18) a Permitted Collateral Obligation;
(K) With respect to each Collateral Obligation that is a Discount Obligation purchased in the manner described in clause (y) of the proviso to the definition "Discount Obligation";
(I) the identity of the Collateral Obligation (including whether such Collateral Obligation was classified as a Discount Obligation at the time of its original purchase) the proceeds of whose sale are used to purchase the purchased Collateral Obligation;
(II) the purchase price (as a percentage of par) of the purchased Collateral Obligation and the sale price (as a percentage of par) of the Collateral Obligation the proceeds of whose sale are used to purchase the purchased Collateral Obligation; and
(III) the Aggregate Principal Balance of Collateral Obligations that have been excluded from the definition of "Discount Obligation" and relevant calculations indicating whether such amount is in compliance with the limitations described in clauses (z)(A) and (z)(B) of the proviso to the definition of "Discount Obligation."
(L) The Principal Balance of each Cov-Lite Loan and the Aggregate Principal Balance of all Cov-Lite Loans;
(M) The S&P Recovery Rate;
(N) The date of the credit estimate of such Collateral Obligation; and
(O) The S&P Rating Reporting Items.
(v) If the Monthly Report Determination Date occurs on or after the Effective Date and prior to the last day of the Reinvestment Period, for each Monthly Report Dateof the limitations and tests specified in the definitions of Concentration Limitations and Collateral Quality Tests, (1) the result (including, during any S&P CDO Formula Election Period, calculation of each of the S&P CDO Monitor Benchmarks), (2) the related minimum or maximum test level and (3) a determination as to whether such result satisfies the related test.
(vi) 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 Weighted Average Coupon; and
(D) The Weighted Average Floating Spread.
(vii) The calculation specified in Section 5.1(g).
(viii) For each Account, a schedule showing the beginning balance, each credit or debit specifying the nature, source and amount, and the ending balance.
(ix) A schedule showing for each 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 AgentObligations; and
(B) Interest Proceeds from Eligible Investments.
(x) Purchases, payments, and sales:
(A) The identity, Principal Balance and outstanding principal balance (in each case other than any accrued interest that was purchased with Principal Proceeds (but excluding any capitalized interest)), unfunded commitment (if any), capitalized interest (if any), Principal Proceeds and Interest Proceeds received, and date for each Collateral Obligation that was released for sale or disposition pursuant to Section 8.10 hereof12.1 since the last Monthly Report Determination Date and whether such Collateral Obligation was a Credit Risk Obligation or a Credit Improved Obligation, and whether the sale of such Collateral Obligation was a discretionary sale and;
(B) The identity, Principal Balance and outstanding principal balance (in each case other than any accrued interest that was purchased with Principal Proceeds (but excluding any capitalized interest)), unfunded commitment (if any), Principal Proceeds and Interest Proceeds received, and date for each Collateral Obligation that was substituted or repurchased pursuant to Section 12.3 since the last Monthly Report Determination Date, all as reported to the Collateral Trustee by the Collateral Manager at the time of such repurchase or substitution; and
(C) The identity, Principal Balance and outstanding principal balance (in each case other than any accrued interest that was purchased with Principal Proceeds (but excluding any capitalized interest)), unfunded commitment (if any), capitalized interest (if any) 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.
(xi) The identity of each Defaulted Obligation, the S&P Collateral Value and the Market Value of each such Defaulted Obligation and date of default thereof.
(xii) The identity of each Collateral Obligation with an S&P Rating of "CCC+" or below and the Market Value of each such Collateral Obligation.
(xiii) The identity of each Deferring Obligation, the S&P Collateral Value and the Market Value of each Deferring Obligation, and the date on which interest was last paid in full in Cash thereon.
(xiv) The identity of each Current Pay Obligation, the Market Value of each such Current Pay Obligation, and the percentage of the Collateral Principal Amount comprised of Current Pay Obligations.
(xv) The percentage of the Collateral Principal Amount comprised of Broadly Syndicated Loans (which percentage shall be reflected on the summary page of the Monthly Report).
(xvi) A copy of the notice provided by the Collateral Manager pursuant to Section 12.2(b) hereof setting forth the details of any Trading Plan (including, the proposed amendments and/or proposed investments identified by the Collateral Manager for acquisition or entry, as applicable, as part of such Trading Plan (which details shall be reported on a dedicated page of the Monthly Report)) and the occurrence of the event, if any, described in clause (iv) of the proviso to Section 12.2(b).
(xvii) Based solely on the confirmation given by the Issuer, or the Collateral Manager on behalf of the BorrowerIssuer, shall deliver to the Portfolio Collateral Administrator and the Collateral Trustee (for the benefit of the Holders), on which the Collateral Administrator and the Collateral Trustee and the Loan Agent may conclusively rely, a statement as to whether the E.U./U.K. Retention Provider has confirmed it is in compliance with the requirements set forth in paragraph 1 of the Risk Retention Letter.
(xviii) The S&P Equivalent Weighted Average Rating Factor and S&P Equivalent Diversity Score.
(xix) For each Account, (i) the name of the financial institution that holds such Account; and (ii) the applicable ratings by S&P required under Section 10.1(a) for such institution.
(xx) Notice of any Exception that became effective since the last Monthly Report Determination Date, as provided by the Collateral Manager.
(xxi) Such other information as the Rating Agency or the Collateral Manager a draft of may reasonably request. For each instance in which the Market Value is reported pursuant to the foregoing, the Monthly Report relating to shall also indicate the manner in which such Monthly Report Date for review Market Value was determined and approvalthe source(s) (if applicable) used in such determination, as provided by the Collateral Manager. Upon receipt of each draft Monthly Report, the Portfolio Manager shall Collateral Trustee shall, if not the same Person as the Collateral Administrator, compare the information contained in such Monthly Report to the information contained in its records with respect to the Collateral Assets and shall, within two three Business Days after receipt of such draft Monthly Report, notify the Borrower Issuer, the Collateral Administrator, the Rating Agency and the Collateral Agent Manager if the information contained in the draft Monthly Report does not conform to the information maintained by the Portfolio Manager Collateral Trustee with respect to the Collateral or whether such Monthly Report is approvedAssets. In the event that If any discrepancy exists, the Collateral Agent Administrator and the Portfolio Issuer, or the Collateral Manager on behalf of the Issuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Portfolio Manager Collateral Trustee shall within 1 ten (10) Business Day Days notify the Collateral Manager who shall, on behalf of the Issuer, request that the Independent Accountants accountants appointed by the Borrower Issuer pursuant to Section 8.08 review 10.9 perform agreed upon procedures on such draft Monthly Report and the Collateral Agent’s Trustee's records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s Trustee's records, the Borrower (Monthly Report or the Portfolio Manager on its behalf) Collateral Trustee's records shall direct the Collateral Agent to revise the Monthly Report and its records be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement Indenture and notice of any error in the Monthly Report shall be sent as soon as practicable by the Borrower 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
Monthly. On Not later than the 25th calendar day (or, if such day is not a Business Day, on the next succeeding Business Day) of each Monthly Report Datecalendar month (other than January, April, July, and October in each year beginning in 2014) and commencing in August 2014, the Issuer shall compile and make available (or cause to be compiled and made available) to each Rating Agency, the Trustee, the Collateral Agent pursuant to Section 8.10 hereofManager, the Initial Purchaser, any Holder shown on behalf the Register of the Borrower shall compile a Note and provide any beneficial owner of a Note who has delivered a Beneficial Ownership Certificate to the Agents, the Portfolio Manager and the Lenders, Trustee a monthly report on a trade settlement date basis (except as otherwise expressly provided in this Indenture) (each such report a “Monthly Report”). As used herein, determined as of the close of business on the related “Monthly Report Determination Date. The first Monthly Report shall ” with respect to any calendar month will be delivered in July 2022. The final Monthly Report shall be delivered on the Final Maturity Date and shall be determined on the sixth tenth Business Day prior to the Final Maturity Date25th day of such calendar month. The Monthly Report for a calendar month shall contain the following information with respect to the Facility and the Collateral Obligations and Eligible Investments included in the Collateral set forth in Part 1 of Schedule 2 heretoAssets, and shall be determined as of the Monthly Report Determination Date for such calendar month. Three Business Days prior to each Monthly Report Date:
(i) Aggregate Principal Balance of Collateral Obligations, the aggregate outstanding principal balance of Collateral AgentObligations, pursuant to Section 8.10 hereof, on behalf the aggregate unfunded commitments of the BorrowerCollateral Obligations, shall deliver to any capitalized interest on the Portfolio Manager a draft Collateral Obligations and Eligible Investments representing Principal Proceeds.
(ii) Adjusted Collateral Principal Amount of the Monthly Report relating to such Monthly Report Date for review and approval. Upon receipt Collateral Obligations.
(iii) Collateral Principal Amount of each draft Monthly ReportCollateral Obligations.
(iv) A list of Collateral Obligations, the Portfolio Manager shall compare the information contained in such Monthly Report to the information contained in its records including, with respect to the each such Collateral and shall, within two Business Days after receipt of such draft Monthly Report, notify the Borrower and the Collateral Agent if the information contained in the draft Monthly Report does not conform to the information maintained by the Portfolio Manager with respect to the Collateral or whether such Monthly Report is approved. In the event that any discrepancy existsObligation, the Collateral Agent and following information:
(A) The obligor thereon (including the Portfolio Manager shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolvedissuer ticker, if any);
(B) The CUSIP or security identifier thereof;
(C) The Principal Balance thereof, the Portfolio Manager shall within 1 Business Day request outstanding principal balance thereof (in each case, other than any accrued interest that was purchased with Principal Proceeds (but excluding any capitalized interest)) and any unfunded commitment pertaining thereto;
(D) The percentage of the Independent Accountants appointed aggregate Collateral Principal Amount represented by the Borrower pursuant to Section 8.08 review such draft 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 Borrower (or the Portfolio Manager on its behalf) shall direct the Collateral Agent to revise the Monthly Report and its records accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement and notice of any error in the Monthly Report shall be sent as soon as practicable by the Borrower to all recipients of such report which may be accomplished by making a notation of such error in the subsequent Monthly Report.Obligation;
Appears in 1 contract
Samples: Indenture (Golub Capital BDC, Inc.)
Monthly. On each The Collateral Manager shall compile and provide (or cause to be compiled and provided) 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 agreed upon by the Collateral Manager, the Collateral Administrator and the Administrative Agent). The Collateral Manager shall use reasonable commercial efforts to provide the Data File and designate the row of the Matrix and corresponding Matrix Inputs applicable to such Data File to the Collateral Administrator by no later than 12:00 noon at least ten (10) days prior to the Monthly Reporting Date. The Collateral Administrator shall, based on such Data File, such designated Matrix Inputs and the information contained in its collateral database, compile and provide (or cause to be compiled and provided) to the Collateral Manager a monthly report on a settlement basis (each, a “Monthly Report”) (containing such information agreed upon by the Collateral Agent, the Collateral Manager, the Collateral Administrator and the Administrative Agent). The Collateral Administrator shall use commercially reasonable efforts to provide such Monthly Report to the Collateral Manager by no later than 12:00 noon at least five (5) days prior to the Monthly Reporting Date. To the extent that the Maximum Advance Rate Test is not satisfied in any Monthly Report which is compiled and provided by the Collateral Administrator to the Collateral Manager, the Collateral Manager in consultation with the Collateral Administrator shall select a different row of the Matrix and corresponding combination of Matrix Inputs that, when used to calculate the Maximum Advance Rate Test, allow the Maximum Advance Rate Test to be satisfied. The Collateral Administrator shall then promptly provide the Collateral Manager with an updated Monthly Report calculated based on the new combination of Matrix Inputs applicable to the selected row of the Matrix. The Collateral Manager shall use commercially reasonable efforts to review and confirm the calculations made by the Collateral Administrator in any such Monthly Report within five (5) days of the receipt thereof. Upon receipt of such confirmation from the Collateral Manager and in any event by no later than the Monthly Reporting Date, the Collateral Agent pursuant to Section 8.10 hereof, on behalf of the Borrower Administrator shall compile and provide to the Agents, the Portfolio Collateral Manager, the Backup Collateral Manager and the Lenders, a monthly report on a trade basis (each a “Lenders the Monthly Report”). As used herein, determined as of the close of business on the related “Monthly Report Determination Date. The first Monthly Report shall ” with respect to any calendar month will be delivered in July 2022. The final Monthly Report shall be delivered on the Final Maturity Date and shall be determined on last day of the sixth Business Day prior to the Final Maturity Dateprevious calendar month. The Monthly Report delivered for a any calendar month shall contain the information with respect to the Facility and the Collateral Obligations Loans and Eligible Investments included in the Collateral set forth in Part 1 of Schedule 2 hereto, and shall be determined as of the Monthly Report Determination Date for applicable to such calendar monthMonthly Report. Three Business Days prior to Additionally, each Monthly Report Date, that is delivered on the Collateral Agent, first Monthly Reporting Date to occur after the delivery of the quarterly valuation statements for the BDC pursuant to Section 8.10 hereof, on behalf of 5.01(d)(iii) shall include a statement reporting the Borrower, shall deliver to assets (including cash) under management by the Portfolio Manager a draft of the Monthly Report relating to such Monthly Report Date for review and approvalCollateral Manager. Upon receipt of each draft Monthly Report, the Portfolio The Collateral Manager shall compare the information contained in provide such Monthly Report to the information contained in its records with respect statement to the Collateral and shall, within two Business Days after receipt of such draft Monthly Report, notify the Borrower and the Collateral Agent if the information contained in the draft Monthly Report does not conform Administrator to the information maintained by the Portfolio Manager with respect to the Collateral or whether such Monthly Report is approved. In the event that any discrepancy exists, the Collateral Agent and the Portfolio Manager shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Portfolio Manager shall within 1 Business Day request that the Independent Accountants appointed by the Borrower pursuant to Section 8.08 review such draft Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy. If such review reveals an error included in the Monthly Report or at least five (5) days prior to such Monthly Reporting Date. In addition, the Collateral Agent’s recordsManager shall provide together with each Data File a copy of each amendment, the Borrower (modification or the Portfolio Manager on its behalf) shall direct waiver under any Related Document for each Collateral Loan that constitutes a Material Modification, together with each other amendment, modification or waiver under any Related Document for each Collateral Loan that, in the Collateral Agent Manager’s reasonable judgment, are material in relation to revise the related Obligor, in each case that became effective during the one month period ending on the Monthly Report and its records accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement and notice of any error in Determination Date for the immediately prior Monthly Report shall be sent as soon as practicable by (or, in respect of the Borrower to all recipients of such report which may be accomplished by making a notation of such error in the subsequent first Monthly Report, from the Closing Date) together with a listing of each Collateral Loan with respect to which one of the foregoing amendments, modifications or waivers is being provided.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Monthly. On Not later than the eighth Business Day after the last day of each Monthly Report Datemonth (except for months preceding a month in which a Distribution Date occurs, in which case delivery shall occur in conjunction with delivery of the Note Valuation Report) commencing with the eighth Business Day after the last day of January 2006, the Collateral Agent pursuant to Section 8.10 hereof, on behalf of the Borrower Issuer shall compile and provide to the Agentseach Rating Agency, the Portfolio Manager Trustee, the Collateral Manager, the Repository and each Transfer Agent and, upon written request therefor, any Holder of a Note shown on the LendersNote Register, the Hedge Counterparty, any Certifying Person and any Preferred Shareholder a monthly report on a trade basis (each a the “Monthly Report”). The Monthly Report shall contain the following information and instructions with respect to the Pledged Securities included in the Collateral, determined as of the close last day of business on such calendar month or, in the related Monthly Report Determination Date. The first Monthly Report shall be delivered in July 2022. The final Monthly Report shall be delivered on the Final Maturity Date and shall be determined on the sixth Business Day prior to the Final Maturity Date. The Monthly Report for case of a calendar month shall contain in which a Distribution Date occurs, the information Determination Date relating to such Distribution Date:
(1) (x) the Aggregate Principal Balance of all Collateral Debt Securities, together with a calculation, in reasonable detail, of the sum of (A) the Aggregate Principal Balance of all Collateral Debt Securities (other than Defaulted Securities and Deferred Interest Collateral Debt Securities), plus (B) with respect to each Defaulted Security or Deferred Interest Collateral Debt Security, the Facility Calculation Amount of such Defaulted Security or Deferred Interest Collateral Debt Security and (y) the Aggregate Principal Balance of all Collateral Debt Securities on the Ramp-Up Completion Date;
(2) the Balance of all Eligible Investments and Cash in each of the Interest Collection Account, the Principal Collection Account, the Expense Account and the Collateral Obligations Interest Reserve Account;
(3) the nature, source and Eligible Investments included amount of any proceeds in the Collection Accounts, including Interest Proceeds, Principal Proceeds and Sale Proceeds, received since the date of determination of the last Monthly Report or, in the case of the first Monthly Report, since the Ramp-Up Completion Date;
(4) with respect to each Collateral set forth Debt Security and each Eligible Investment that is part of the Collateral, its Principal Balance, annual interest rate, Stated Maturity and issuer thereof;
(5) the identity of each Collateral Debt Security that was sold or disposed of pursuant to Section 12.1 indicating whether such Collateral Debt Security is a Defaulted Security, Credit Risk Security or Equity Security (as reported in Part 1 writing to the Issuer by the Collateral Manager) and whether such Collateral Debt Security was sold pursuant to Section 12.1(a)(i), (ii) or (iii) or Granted to the Trustee since the date of Schedule 2 heretodetermination of the most recent Monthly Report or, and shall be determined in the case of the first Monthly Report, since the Closing Date;
(6) the identity of each Collateral Debt Security that has become a Defaulted Security, Deferred Interest Collateral Debt Security, Credit Risk Security or Equity Security since the date of determination of the last Monthly Report or, in the case of the first Monthly Report, since the Ramp-Up Completion Date;
(7) the identity of each Collateral Debt Security, the related Real Estate Entity of which failed to satisfy any two of the three REIT/REOC Coverage Tests as of the date of determination of the last Monthly Report Determination Date or, in the case of the first Monthly Report, since the Ramp-Up Completion Date.
(8) the Aggregate Principal Balance of all Collateral Debt Securities that have a Stated Maturity later than the Stated Maturity of the Notes;
(9) the Aggregate Principal Balance of (A) all Fixed Rate Collateral Debt Securities, (B) all Floating Rate Collateral Debt Securities, (C) all Deemed Fixed Rate Collateral Debt Securities and (D) all Deemed Floating Rate Collateral Debt Securities;
(10) the Aggregate Principal Balance of all Trust Preferred Securities;
(11) the Aggregate Principal Balance of all Subordinated Notes;
(12) the Aggregate Principal Balance of all Primary Senior Notes and the Aggregate Principal Balance of all Secondary Senior Notes;
(13) the Aggregate Principal Balance of all CMBS;
(14) the Aggregate Principal Balance of all Collateral Debt Securities that provide for such calendar month. Three Business Days prior to each Monthly Report Dateperiodic payments of interest in Cash less frequently than quarterly;
(15) the Weighted Average Spread, the Collateral Agent, pursuant to Section 8.10 hereof, on behalf Weighted Average Hybrid Coupon and the Weighted Average Coupon of the BorrowerCollateral Debt Securities;
(16) a calculation in reasonable detail necessary to determine compliance with each Coverage Test, shall deliver and, in the case of each Overcollateralization Test, a calculation of the Class A/B Overcollateralization Ratio, the Class C Overcollateralization Ratio, the Class D Overcollateralization Ratio and the Class E Overcollateralization Ratio and, in the case of each Interest Coverage Test, a calculation of the Class A/B Interest Coverage Ratio, the Class C Interest Coverage Ratio, the Class D Interest Coverage Ratio and the Class E Interest Coverage Ratio;
(17) a calculation in reasonable detail necessary to determine compliance with the REIT/REOC Coverage Test;
(18) the occurrence of any REIT/REOC Trigger Event and the identity of the related Real Estate Entity and Collateral Debt Security;
(19) the respective percentage of the Net Outstanding Portfolio Collateral Balance for each aggregate amount referred to in clauses (7) through (14) above;
(20) calculation in reasonable detail necessary to determine compliance with the Standard & Poor’s CDO Monitor Test; and
(21) any changes to the Portfolio Manager a draft identity of the Monthly Report relating to such Monthly Report Date for review and approvalHedge Counterparty. Upon receipt of each draft Monthly Report, the Portfolio Manager Trustee (so long as it is not also acting as the Collateral Administrator) shall compare the information contained in such Monthly Report therein to the information contained in its records with respect to the Collateral and shall, within two three Business Days after receipt of such draft Monthly Report, notify the Borrower Issuer and the Collateral Agent Manager if the information contained in the draft Monthly Report does not conform to the information maintained by the Portfolio Manager Trustee with respect to the Collateral or whether such Monthly Report is approvedCollateral. In the event that any discrepancy exists, the Collateral Agent Trustee, the Issuer and the Portfolio Collateral Manager shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Portfolio Manager Trustee shall within 1 five Business Day request that Days cause the Independent Accountants accountants appointed by the Borrower Issuer pursuant to Section 8.08 10.9 to review such draft Monthly Report and the Collateral AgentTrustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral AgentTrustee’s records, the Borrower (Monthly Report or the Portfolio Manager on its behalf) Trustee’s records shall direct the Collateral Agent to revise the Monthly Report and its records be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement Indenture. On or prior to the Ramp-Up Completion Date and notice of any error in the Monthly Report shall be sent as soon as practicable by the Borrower to all recipients of such report which may be accomplished by making a notation of such error in the subsequent together with each Monthly Report, the Issuer shall provide to S&P the Excel CDO Monitor Input File and, with respect to each Collateral Debt Security, the name of each obligor thereon, the CUSIP number thereof (if applicable) and the S&P Priority Category thereof.
Appears in 1 contract
Monthly. On Not later than the eighth Business Day after the last day of each Monthly Report Datemonth (except for months in which a Distribution Date occurs, in which case delivery shall occur in conjunction with delivery of the Note Valuation Report) commencing with the eighth Business Day after the last day of July 2005, the Collateral Agent pursuant to Section 8.10 hereof, on behalf of the Borrower Issuer shall compile and provide to the Agentseach Rating Agency, the Portfolio Manager Trustee, the Collateral Manager, the Repository and each Transfer Agent and, upon written request therefor, any Holder of a Note shown on the LendersNote Register, the Hedge Counterparty, any Certifying Person and any Preferred Shareholder a monthly report on a trade basis (each a the “Monthly Report”). The Monthly Report shall contain the following information and instructions with respect to the Pledged Securities included in the Collateral, determined as of the close last day of business on such calendar month or, in the related Monthly Report Determination Date. The first Monthly Report shall be delivered in July 2022. The final Monthly Report shall be delivered on the Final Maturity Date and shall be determined on the sixth Business Day prior to the Final Maturity Date. The Monthly Report for case of a calendar month shall contain in which a Distribution Date occurs, the information Determination Date relating to such Distribution Date:
(1) (x) the Aggregate Principal Balance of all Collateral Debt Securities, together with a calculation, in reasonable detail, of the sum of (A) the Aggregate Principal Balance of all Collateral Debt Securities (other than Defaulted Securities and Deferred Interest Collateral Debt Securities), plus (B) with respect to each Defaulted Security or Deferred Interest Collateral Debt Security, the Facility Calculation Amount of such Defaulted Security or Deferred Interest Collateral Debt Security and (y) the Aggregate Principal Balance of all Collateral Debt Securities on the Ramp-Up Completion Date;
(2) the Balance of all Eligible Investments and Cash in each of the Interest Collection Account, the Principal Collection Account, the Expense Account and the Collateral Obligations Interest Reserve Account;
(3) the nature, source and Eligible Investments included amount of any proceeds in the Collateral set forth in Part 1 Collection Accounts, including Interest Proceeds, Principal Proceeds and Sale Proceeds, received since the date of Schedule 2 hereto, and shall be determined as determination of the last Monthly Report Determination Date for such calendar month. Three Business Days prior or, in the case of the first Monthly Report, since the Ramp-Up Completion Date;
(4) with respect to each Monthly Report DateCollateral Debt Security and each Eligible Investment that is part of the Collateral, its Principal Balance, annual interest rate, Stated Maturity and issuer thereof;
(5) the identity of each Collateral Agent, Debt Security that was sold or disposed of pursuant to Section 8.10 hereof12.1 indicating whether such Collateral Debt Security is a Defaulted Security, on behalf Credit Risk Security or Equity Security (as reported in writing to the Issuer by the Collateral Manager) and whether such Collateral Debt Security was sold pursuant to Section 12.1(a)(i), (ii) or (iii) or Granted to the Trustee since the date of determination of the Borrowermost recent Monthly Report or, shall deliver in the case of the first Monthly Report, since the Closing Date;
(6) the identity of each Collateral Debt Security that has become a Defaulted Security, Deferred Interest Collateral Debt Security, Credit Risk Security or Equity Security since the date of determination of the last Monthly Report or, in the case of the first Monthly Report, since the Ramp-Up Completion Date;
(7) the Aggregate Principal Balance of all Collateral Debt Securities that have a Stated Maturity later than the Stated Maturity of the Notes;
(8) the Aggregate Principal Balance of (A) all Fixed Rate Collateral Debt Securities, (B) all Floating Rate Collateral Debt Securities, (C) all Deemed Fixed Rate Collateral Debt Securities and (D) all Deemed Floating Rate Collateral Debt Securities;
(9) the Aggregate Principal Balance of all Trust Preferred Securities;
(10) the Aggregate Principal Balance of all Subordinated Notes;
(11) the Aggregate Principal Balance of all Senior Notes;
(12) the Aggregate Principal Balance of all CMBS;
(13) the Aggregate Principal Balance of all Collateral Debt Securities that provide for periodic payments of interest in Cash less frequently than quarterly;
(14) the Weighted Average Spread, the Weighted Average Hybrid Coupon and the Weighted Average Coupon of the Collateral Debt Securities;
(15) a calculation in reasonable detail necessary to determine compliance with each Coverage Test, and, in the case of each Overcollateralization Test, a calculation of the Class A/B Overcollateralization Ratio, the Class C/D Overcollateralization Ratio, and the Class E Overcollateralization Ratio, and, in the case of each Interest Coverage Test, a calculation of the Class A/B Interest Coverage Ratio, the Class C/D Interest Coverage Ratio and the Class E Interest Coverage Ratio;
(16) the respective percentage of the Net Outstanding Portfolio Collateral Balance for each aggregate amount referred to in clauses (7) through (14) above;
(17) calculation in reasonable detail necessary to determine compliance with the Standard & Poor’s CDO Monitor Test; and
(18) any changes to the Portfolio Manager a draft identity of the Monthly Report relating to such Monthly Report Date for review and approvalHedge Counterparty. Upon receipt of each draft Monthly Report, the Portfolio Manager Trustee (so long as it is not also acting as the Collateral Administrator) shall compare the information contained in such Monthly Report therein to the information contained in its records with respect to the Collateral and shall, within two three Business Days after receipt of such draft Monthly Report, notify the Borrower Issuer and the Collateral Agent Manager if the information contained in the draft Monthly Report does not conform to the information maintained by the Portfolio Manager Trustee with respect to the Collateral or whether such Monthly Report is approvedCollateral. In the event that any discrepancy exists, the Collateral Agent Trustee, the Issuer and the Portfolio Collateral Manager shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Portfolio Manager Trustee shall within 1 five Business Day request that Days cause the Independent Accountants accountants appointed by the Borrower Issuer pursuant to Section 8.08 10.9 to review such draft Monthly Report and the Collateral AgentTrustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral AgentTrustee’s records, the Borrower (Monthly Report or the Portfolio Manager on its behalf) Trustee’s records shall direct the Collateral Agent to revise the Monthly Report and its records be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement Indenture. On or prior to the Ramp-Up Completion Date and notice of any error in the Monthly Report shall be sent as soon as practicable by the Borrower to all recipients of such report which may be accomplished by making a notation of such error in the subsequent together with each Monthly Report, the Issuer shall provide to S&P the Excel CDO Monitor Input File and, with respect to each Collateral Debt Security, the name of each obligor thereon, the CUSIP number thereof (if applicable) and the S&P Priority Category thereof.
Appears in 1 contract
Monthly. On each Monthly Report Date, the Collateral Agent pursuant to Section 8.10 hereof, on behalf of the Borrower shall compile and provide (or cause to be compiled and provided) to DBRS, the Agents, the Portfolio Investment Manager and the Lenders, a monthly report on a trade settlement basis (each a “Monthly Report”), determined as of the close of business on the related Monthly Report Determination Date. The first Monthly Report shall be delivered in July 2022May 2012 and shall be determined with respect to the Monthly Report Determination Date that is six Business Days prior to the Monthly Report Date in May 2012. The final Monthly Report shall be delivered on the Final Maturity Date and shall be determined on with respect to the sixth Monthly Report Determination Date that is six Business Day Days prior to the Final Maturity Date. The Monthly Report for a calendar month shall contain the information with respect to the Facility and the Collateral Obligations and Eligible Investments included in the Collateral set forth in Part 1 of Schedule 2 hereto, and shall be determined as of the Monthly Report Determination Date for such calendar month. Simultaneous with the delivery of each Monthly Report, the Borrower (or the Investment Manager) shall provide a certificate certifying that no Default or Event of Default occurred during the period covered by such Monthly Report or if any Default or Event of Default occurred during such period, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto. In addition, the Investment Manager shall provide for inclusion in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Obligation that became effective during the one month period ending on the Monthly Report Determination Date for the immediately prior Monthly Report (or, in respect of the first Monthly Report, from the Closing Date). Three Business Days prior to each Monthly Report Date, the Collateral Agent, pursuant to Section 8.10 hereof, on behalf of the Borrower, Borrower shall deliver to the Portfolio Investment Manager a draft of the Monthly Report relating to such Monthly Report Date for review and approvalDate. Upon receipt of each draft Monthly Report, the Portfolio Investment Manager shall compare the information contained in such Monthly Report to the information contained in its records with respect to the Collateral and shall, within two Business Days after receipt of such draft Monthly Report, notify the Borrower and the Collateral Agent if the information contained in the draft Monthly Report does not conform to the information maintained by the Portfolio Investment Manager with respect to the Collateral or whether such Monthly Report is approvedCollateral. In the event that any discrepancy exists, the Collateral Agent and the Portfolio Investment Manager shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Portfolio Investment Manager shall within 1 Business Day request that the Independent Accountants appointed by the Borrower pursuant to Section 8.08 review such draft 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 Borrower (Monthly Report or the Portfolio Manager on its behalf) Collateral Agent’s records shall direct the Collateral Agent to revise the Monthly Report and its records be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement and notice of any error in the Monthly Report shall be sent as soon as practicable by the Borrower 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: Revolving Credit and Security Agreement (TPG Specialty Lending, Inc.)
Monthly. On Not later than the 5th calendar day (or, if such day is not a Business Day, on the next succeeding Business Day) of each Monthly calendar month (other than any month for which a Distribution Report Dateis prepared and made available) and commencing in November 2020, the Issuer shall compile and make available (or cause to be compiled and made available) to the Rating Agency, the Collateral Agent pursuant to Section 8.10 hereofAgent, the Loan Agent, the Collateral Manager, the Initial Purchaser, any Holder shown on behalf the Register of the Borrower shall compile Debt and provide any beneficial owner of Debt who has delivered a Beneficial Ownership Certificate to the Agents, the Portfolio Manager and the Lenders, Trustee a monthly report on a trade settlement date basis (except as otherwise expressly provided in this Indenture) (each such report a “Monthly Report”). As used herein, determined as of the close of business on the related “Monthly Report Determination Date. The first Monthly Report shall ” with respect to any calendar month will be delivered in July 2022. The final Monthly Report shall be delivered on the Final Maturity Date and shall be determined on the sixth tenth Business Day prior to the Final Maturity Date5th calendar day of such calendar month. The Monthly Report for a calendar month shall contain the following information with respect to the Facility and the Collateral Obligations and Eligible Investments included in the Collateral set forth in Part 1 of Schedule 2 heretoAssets, and shall be determined as of the Monthly Report Determination Date for such calendar month. Three Business Days prior to each Monthly Report Date:
(i) Aggregate Principal Balance of Collateral Obligations, the aggregate outstanding principal balance of Collateral AgentObligations, pursuant to Section 8.10 hereof, on behalf the aggregate unfunded commitments of the BorrowerCollateral Obligations, shall deliver to any capitalized interest on the Portfolio Manager a draft Collateral Obligations and Eligible Investments representing Principal Proceeds.
(ii) Adjusted Collateral Principal Amount of the Monthly Report relating to such Monthly Report Date for review and approval. Upon receipt Collateral Obligations.
(iii) Collateral Principal Amount of each draft Monthly ReportCollateral Obligations.
(iv) A list of Collateral Obligations, the Portfolio Manager shall compare the information contained in such Monthly Report to the information contained in its records including, with respect to the each such Collateral and shall, within two Business Days after receipt of such draft Monthly Report, notify the Borrower and the Collateral Agent if the information contained in the draft Monthly Report does not conform to the information maintained by the Portfolio Manager with respect to the Collateral or whether such Monthly Report is approved. In the event that any discrepancy existsObligation, the Collateral Agent and following information:
(A) The obligor thereon (including the Portfolio Manager shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolvedissuer ticker, if any);
(B) The CUSIP, LoanX-ID (if any) or security identifier thereof;
(C) The Principal Balance thereof, the Portfolio Manager shall within 1 Business Day request outstanding principal balance thereof (in each case, other than any accrued interest that was purchased with Principal Proceeds (but excluding any capitalized interest)) and any unfunded commitment pertaining thereto;
(D) The percentage of the Independent Accountants appointed aggregate Collateral Principal Amount represented by the Borrower pursuant to Section 8.08 review such draft 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 Borrower (or the Portfolio Manager on its behalf) shall direct the Collateral Agent to revise the Monthly Report and its records accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement and notice of any error in the Monthly Report shall be sent as soon as practicable by the Borrower to all recipients of such report which may be accomplished by making a notation of such error in the subsequent Monthly Report.Obligation;
Appears in 1 contract
Samples: Indenture (GOLUB CAPITAL BDC, Inc.)
Monthly. On each The Collateral Manager shall compile and provide (or cause to be compiled and provided) 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 agreed upon by the Collateral Manager, the Collateral Administrator and the Administrative Agent). The Collateral Manager shall use reasonable commercial efforts to provide the Data File and designate the row of the Matrix and corresponding Matrix Inputs applicable to such Data File to the Collateral Administrator by no later than 12:00 noon at least ten (10) days prior to the Monthly Reporting Date. The Collateral Administrator shall, based on such Data File, such designated Matrix Inputs and the information contained in its collateral database, compile and provide (or cause to be compiled and provided) to the Collateral Manager a monthly report on a settlement basis (each, a “Monthly Report”) (containing such information agreed upon by the Collateral Agent, the Collateral Manager, the Collateral Administrator and the Administrative Agent). The Collateral Administrator shall use commercially reasonable efforts to provide such Monthly Report to the Collateral Manager by no later than 12:00 noon at least five (5) days prior to the Monthly Reporting Date. To the extent that the Maximum Advance Rate Test is not satisfied in any Monthly Report which is compiled and provided by the Collateral Administrator to the Collateral Manager, the Collateral Manager in consultation with the Collateral Administrator shall select a different row of the Matrix and corresponding combination of Matrix Inputs that, when used to calculate the Maximum Advance Rate Test, allow the Maximum Advance Rate Test to be satisfied. The Collateral Administrator shall then promptly provide the Collateral Manager with an updated Monthly Report calculated based on the new combination of Matrix Inputs applicable to the selected row of the Matrix. The Collateral Manager shall use commercially reasonable efforts to review and confirm the calculations made by the Collateral Administrator in any such Monthly Report within five (5) days of the receipt thereof. Upon receipt of such confirmation from the Collateral Manager and in any event by no later than the Monthly Reporting Date, the Collateral Agent pursuant to Section 8.10 hereof, on behalf of the Borrower Administrator shall compile and provide to the Agents, the Portfolio Collateral Manager, the Backup Collateral Manager and the Lenders, a monthly report on a trade basis (each a “Lenders the Monthly Report”). As used herein, determined as of the close of business on the related “Monthly Report Determination Date. The first Monthly Report shall ” with respect to any calendar month will be delivered in July 2022. The final Monthly Report shall be delivered on the Final Maturity Date and shall be determined on last day of the sixth Business Day prior to the Final Maturity Dateprevious calendar month. The Monthly Report delivered for a any calendar month shall contain the information with respect to the Facility and the Collateral Obligations Loans and Eligible Investments included in the Collateral set forth in Part 1 of Schedule 2 hereto, and shall be determined as of the Monthly Report Determination Date for applicable to such calendar monthMonthly Report. Three Business Days prior to Additionally, each Monthly Report Date, that is delivered on the Collateral Agent, first Monthly Reporting Date to occur after the delivery of the quarterly valuation statements for the BDC pursuant to Section 8.10 hereof, on behalf of 5.01(d)(iii) shall include a statement reporting the Borrower, shall deliver to assets (including cash) under management by the Portfolio Manager a draft of the Monthly Report relating to such Monthly Report Date for review and approvalCollateral Manager. Upon receipt of each draft Monthly Report, the Portfolio The Collateral Manager shall compare the information contained in provide such Monthly Report to the information contained in its records with respect statement to the Collateral and shall, within two Business Days after receipt of such draft Monthly Report, notify the Borrower and the Collateral Agent if the information contained in the draft Monthly Report does not conform Administrator to the information maintained by the Portfolio Manager with respect to the Collateral or whether such Monthly Report is approved. In the event that any discrepancy exists, the Collateral Agent and the Portfolio Manager shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Portfolio Manager shall within 1 Business Day request that the Independent Accountants appointed by the Borrower pursuant to Section 8.08 review such draft Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy. If such review reveals an error included in the Monthly Report or at least five (5) days prior to such Monthly Reporting Date. In addition, the Collateral Agent’s recordsManager shall provide together with each Data File a copy of each amendment, the Borrower (modification or the Portfolio Manager on its behalf) shall direct waiver under any Related Document for each Collateral Loan that constitutes a Material Modification, together with each other amendment, modification or waiver under any Related Document for each Collateral Loan that, in the Collateral Agent Manager’s reasonable judgment, are material in relation to revise the related Obligor, in each case that became effective during the one month period ending on the Monthly Report Determination Date for the immediately prior Monthly Report (or, in respect of the first Monthly Report, from the Closing Date) together with a listing of each Collateral Loan with respect to which one of the foregoing amendments, modifications or waivers is being provided. Provided that the Payment Date Reports are prepared and its records accordingly and, as so revised, shall be utilized in making all calculations delivered on a monthly basis pursuant to this Agreement and notice of any error in Section 8.06(b) below, the Collateral Administrator shall not be required to deliver a separate Monthly Report shall be sent as soon as practicable by the Borrower to all recipients of for such report which may be accomplished by making a notation of such error in the subsequent Monthly Reportmonth.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)
