Common use of Reports to Rating Agency and Additional Recipients Clause in Contracts

Reports to Rating Agency and Additional Recipients. In addition to the information and reports specifically required to be provided to the Rating Agency (so long as it is rating a Class of Rated Notes) pursuant to the terms of this Indenture, the Issuer shall provide the Collateral Manager and the Rating Agency (so long as it is rating a Class of Rated Notes) with all information or reports delivered to the Trustee hereunder (with the exception of any Accountants’ Certificates) and the Trustee shall provide all such information to the Placement Agent upon the Placement Agent’s written request, and, subject to Section 14.3(c), such additional information (with the exception of any Accountants’ Certificates) as the Rating Agency (so long as it is rating a Class of Rated Notes) may from time to time reasonably request. Within 10 Business Days after the Effective Date, together with each Monthly Report and on each Payment Date, the Issuer shall provide to the Rating Agency, via e-mail in accordance with Section 14.3(a), a Microsoft Excel file of the Excel Default Model Input File and, with respect to each Collateral Obligation, the name of each Obligor thereon, the CUSIP number thereof (if applicable) and whether it is a Senior Secured Loan, a Second Lien Loan, a Qualified First Lien Loan, a First Lien/Last Out Loan, a Senior Secured Loan with a Senior Revolver Facility or Cov-Lite Loan. The Collateral Manager shall also provide the Rating Agency written notice of (i) the occurrence of any of the following relating to a DIP Collateral Obligation: any modification of any loan document or any release of collateral thereunder not permitted by such loan documentation, any modification of payment schedule, extensions of maturity, nonpayment of interest or principal, prepayments and any other information that, in the Collateral Manager’s reasonable business judgment, may have a material adverse impact on the collateral quality of such DIP Collateral Obligation and (ii) any Specified Event of which the Issuer has knowledge, which notice to the Rating Agency shall include a copy of any such amendment related to a Specified Event and a brief summary of its purposes, as applicable.

Reports to Rating Agency and Additional Recipients. In addition to the information and reports specifically required to be provided to the Rating Agency (so long as it is rating a Class of Rated NotesSecured NotesDebt) pursuant to the terms of this Indenture, the Issuer shall provide the Collateral Manager and the Rating Agency (so long as it is rating a Class of Rated NotesSecured NotesDebt) with all information or reports delivered to the Trustee hereunder (with the exception of any Accountants’ Certificates) and the Trustee shall provide all such information to the Placement Agent Initial Purchaser upon the Placement AgentInitial Purchaser’s written request, and, subject to Section 14.3(c), such additional information (with the exception of any Accountants’ Certificates) as the Rating Agency (so long as it is rating a Class of Rated NotesSecured NotesDebt) may from time to time reasonably requestrequest (including notification to the Rating Agency of any modification of any loan document relating to a DIP Collateral Obligation or any release of collateral thereunder not permitted by such loan documentation, any modification of payment schedule, extensions of maturity, nonpayment of interest or principal, prepayments and any other information that, in the Collateral Manager’s reasonable business judgment, may have a material adverse impact on the collateral quality of such DIP Collateral Obligation and notification to the Rating Agency of any Specified Event of which the Issuer has knowledge, which notice to the Rating Agency shall include a copy of any such amendment related to a Specified Event and a brief summary of its purposes, as applicable). Within 10 Business Days after the Effective Date, together with each Monthly Report and on each Payment Date, the Issuer shall provide to the Rating Agency, via e-mail in accordance with Section 14.3(a), a Microsoft Excel file of the Excel Default Model Input File and, with respect to each Collateral Obligation, the name of each Obligor thereon, the CUSIP number thereof (if applicable) and whether it is a Senior Secured Loan, a Second Lien Loan, a Qualified First Lien Loan, a First Lien/Last Out Loan, a Senior Secured Loan with a Senior Revolver Facility or a Cov-Lite Loan. The Collateral Manager shall also provide the Rating Agency written notice of (i) the occurrence of any of the following relating to a DIP Collateral Obligation: any modification of any loan document or any release of collateral thereunder not permitted by such loan documentation, any modification of payment schedule, extensions of maturity, nonpayment of interest or principal, prepayments and any other information that, in the Collateral Manager’s reasonable business judgment, may have a material adverse impact on the collateral quality of such DIP Collateral Obligation and (ii) any Specified Event of which the Issuer has knowledge, which notice to the Rating Agency shall include a copy of any such amendment related to a Specified Event and a brief summary of its purposes, as applicable.

Reports to Rating Agency and Additional Recipients. In addition to the information and reports specifically required to be provided to the Rating Agency (so long as it is rating a Class of Rated Notes) pursuant to the terms of this Indenture, the Issuer shall provide the Collateral Manager and the Rating Agency (so long as it is rating a Class of Rated Notes) with all information or reports delivered to the Trustee hereunder (with the exception of any accountants’ reports or any Accountants’ CertificatesReport) and the Trustee shall provide all such information to the Placement Agent upon the Placement Agent’s written request, and, subject to Section 14.3(c), such additional information (with the exception of any Accountants’ Certificates) as the Rating Agency (so long as it is rating a Class of Rated Notes) may from time to time reasonably requestrequest (including notification to S&P of any modification of any loan document relating to a DIP Collateral Obligation or any release of collateral thereunder not permitted by such loan documentation but excluding any accountants’ reports or any Accountants’ Report). With respect to credit estimates, the Issuer shall provide notification to the Rating Agency of any material modification that would result in substantial changes to the terms of any loan document relating to a Collateral Obligation or any release of collateral thereunder not permitted by such loan documentation if the Collateral Manager reasonably believes that such notice is required in accordance with S&P’s publication on credit estimates titled “Credit FAQ: Anatomy Of A Credit Estimate: What It Means And How We Do It?” dated January 2021 (as the same may be amended or updated from time to time). Within 10 Business Days after the Effective Date, together with each Monthly Report and on each Payment Date, the Issuer shall provide to the Rating Agency, via e-mail in accordance with Section 14.3(a), a Microsoft Excel file of the Excel Default Model Input File and, with respect to each Collateral Obligation, the name of each Obligor thereonobligor or issuer thereof, the CUSIP number thereof (if applicable) and whether it is a Senior Secured Loanthe Priority Category thereof. In accordance with SEC Release No. 34-72936, a Second Lien LoanForm 15-E, a Qualified First Lien Loanonly in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment, a First Lien/Last Out Loan, a Senior Secured Loan with a Senior Revolver Facility or Covwill be provided by the Independent accountants to the Issuer who will post such Form 15-Lite Loan. The Collateral Manager shall also provide the Rating Agency written notice of (i) the occurrence of any of the following relating to a DIP Collateral Obligation: any modification of any loan document or any release of collateral thereunder not permitted by such loan documentation, any modification of payment schedule, extensions of maturity, nonpayment of interest or principal, prepayments and any other information that, in the Collateral Manager’s reasonable business judgment, may have a material adverse impact E on the collateral quality of such DIP Collateral Obligation and (ii) any Specified Event of which the Issuer has knowledge, which notice to the Rating Agency shall include a copy of any such amendment related to a Specified Event and a brief summary of its purposes, as applicable17g-5 website.

Reports to Rating Agency and Additional Recipients. In addition to the information and reports specifically required to be provided to the Rating Agency (so long as it is rating a Class of Rated Secured Notes) pursuant to the terms of this Indenture, the Issuer shall provide the Collateral Manager and the Rating Agency (so long as it is rating a Class of Rated Secured Notes) with all information or reports delivered to the Trustee hereunder (with the exception of any Accountants’ Certificates) and the Trustee shall provide all such information to the Placement Agent Initial Purchaser upon the Placement AgentInitial Purchaser’s written request, and, subject to Section 14.3(c), such additional information (with the exception of any Accountants’ Certificates) as the Rating Agency (so long as it is rating a Class of Rated Secured Notes) may from time to time reasonably requestrequest (including notification to the Rating Agency of any modification of any loan document relating to a DIP Collateral Obligation or any release of collateral thereunder not permitted by such loan documentation and notification to the Rating Agency of any Specified Event of which the Issuer has knowledge, which notice to the Rating Agency shall include a copy of any such amendment related to a Specified Event and a brief summary of its purposes, as applicable). Within 10 Business Days after the Effective Date, together with each Monthly Report and on each Payment Date, the Issuer shall provide to the Rating Agency, via e-mail in accordance with Section 14.3(a), a Microsoft Excel file of the Excel Default Model Input File and, with respect to each Collateral Obligation, the name of each Obligor thereon, the CUSIP number thereof (if applicable) and whether it is a Senior Secured Loan, a Second Lien Loan, a Qualified First Lien Loan, a First Lien/Last Out Loan, a Senior Secured Loan with a Senior Revolver Facility or a Cov-Lite Loan. The Collateral Manager shall also provide the Rating Agency written notice of (i) the occurrence of any of the following relating to a DIP Collateral Obligation: any modification of any loan document or any release of collateral thereunder not permitted by such loan documentation, any modification of payment schedule, extensions of maturity, nonpayment of interest or principal, prepayments and any other information that, in the Collateral Manager’s reasonable business judgment, may have a material adverse impact on the collateral quality of such DIP Collateral Obligation and (ii) any Specified Event of which the Issuer has knowledge, which notice to the Rating Agency shall include a copy of any such amendment related to a Specified Event and a brief summary of its purposes, as applicable.

Reports to Rating Agency and Additional Recipients. In addition to the information and reports specifically required to be provided to the Rating Agency (so long as it is then rating a Class of Rated Notes) Secured Notes pursuant to the terms of this Indenture, the Issuer shall provide the Collateral Manager and the Rating Agency (so long as it is then rating a Class of Rated Notes) Secured Notes with all information or reports delivered to the Trustee hereunder (with including the exception of any Accountants’ CertificatesEffective Date Comparison AUP Report but excluding any other Accountants’ Reports) and the Trustee shall provide all such information to the Placement Agent Initial Purchaser upon the Placement AgentInitial Purchaser’s written request, and, subject to Section 14.3(c), (x) such additional information (with including the exception of any Accountants’ CertificatesEffective Date Comparison AUP Report but excluding any other Accountants’ Reports) as the any Rating Agency (so long as it is then rating a Class of Rated Notes) Secured Notes may from time to time reasonably requestrequest (including the following items which will be delivered to S&P: (i) notification to the Rating Agency of any modification of any loan document relating to a DIP Collateral Obligation or any release of collateral thereunder not permitted by such loan documentation, (ii) notification to the Rating Agency then rating a Class of Secured Notes of any Trading Plan failure and (iii) notification to S&P of any Specified Event, which notice shall include a copy of such Specified Event and a brief description of such event) and (y) at least annually (if not sooner) any Information with respect to a Collateral Obligation the S&P Rating of which is determined pursuant to clause (iii)(C) of the definition of the term “S&P Rating”. Within 10 Business Days after the Effective Date, together with each Monthly Report and on each Payment DateDistribution Report, the Issuer shall provide to the Rating AgencyS&P, via e-mail in accordance with Section 14.3(a), a Microsoft Excel file of the Excel Default Model Input File and, with respect to each Collateral Obligation, the name of each Obligor obligor thereon, the CUSIP number thereof (if applicable) and whether it is a Senior Secured Loan, a Second Lien Loan, a Qualified First Lien Loan, a First Lien/Last Out Loan, a Senior Secured Loan with a Senior Revolver Facility or Cov-Lite Loan. The Collateral Manager shall also provide the Rating Agency written notice of Priority Category (i) the occurrence of any of the following relating to a DIP Collateral Obligation: any modification of any loan document or any release of collateral thereunder not permitted by such loan documentation, any modification of payment schedule, extensions of maturity, nonpayment of interest or principal, prepayments and any other information that, as specified in the Collateral Manager’s reasonable business judgmentdefinition of “Weighted Average S&P Recovery Rate”). In accordance with SEC Release No. 34-72936, may have a material adverse impact Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment, will be provided by the Independent accountants to the Issuer and the 17g-5 Information Agent who will post or cause to be posted such Form 15-E on the collateral quality of such DIP Collateral Obligation and (ii) any Specified Event of which the Issuer has knowledge, which notice to the Rating Agency shall include a copy of any such amendment related to a Specified Event and a brief summary of its purposes, as applicable17g-5 Website.