Common use of Monthly Clause in Contracts

Monthly. On or prior to the 20th calendar day of each calendar month, beginning with November 2023 (such date, the “Monthly Reporting Date”), the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor shall provide to the Collateral Agent information as is reasonably requested by the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and the Administrative Agent. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 3 contracts

Sources: Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.), Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.), Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.)

Monthly. On or Commencing in September 2022, one Business Day prior to the 20th calendar day of each calendar month, beginning with November 2023 (such datePayment Date, the “Monthly Reporting Date”)Borrower shall compile, the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Borrower shall then provide or make available such Monthly Report to the Collateral Agent information as is reasonably requested by the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and the Administrative Agent. As used hereinCollateral Administrator, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorManager, the Administrative Agent and each Lender, provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Collateral Agent from time Agent’s website and providing access thereto to timesuch parties. The Monthly Report shall contain the following information and instructions with respect to the Collateral, and shall be determined (or identified by the Borrower to the Collateral Administrator) as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the related Payment Date: With respect to the Collateral Agent in connection with Portfolio: (i) the preparation Aggregate Principal Amount of the Monthly Reports Collateral Obligations and the Eligible Investments; (ii) the Principal Balance, currency, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each daily report delivered Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be; (iii) an indication as to the classification of such Collateral Obligation (i.e., first lien, etc.); and whether such Collateral Obligation has been designated as a “Private Asset” or a “Non-Private Asset” pursuant to Section 8.07(cthe terms of this Agreement; (iv) below. Without limiting the generality owner of such Collateral Obligation; (v) the nature, source and amount of any Proceeds in each of the foregoingTransaction Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the Investment Advisor shall timely supply date of determination of the last Monthly Report; (vi) the number, identity and, if applicable, principal amount of any information maintained by Collateral that was released for sale or other disposition (specifying the category of permitted sales under which it that falls and whether such Collateral Obligation or other property is subject to a Value Adjustment Event or is an Ineligible Asset) and the number, identity and, if applicable, par value of Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared Acquired by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective Entities since the immediately preceding date of determination of the last Monthly Report (or, in respect the case of the first Monthly Report, since the Initial Credit Date); (vii) (a) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date) and the date on which such Value Adjustment Event occurred, (b) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Initial Credit Date), the date on which such Value Adjustment Event occurred and the Market Value of such Collateral Obligation as of the date of determination of the current Monthly Report and (c) the Aggregate Principal Amount of all such Collateral Obligations; (viii) the Acquisition or sale price of each item of Collateral Acquired by each Borrower Entity, in each case since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Investment Manager; (ix) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date); (x) for each Collateral Obligation in the Collateral Portfolio, a calculation of each Financial Ratio as of such date of determination and for each prior Financial Ratio Test Period, all in form and detail reasonably satisfactory to the Administrative Agent; and (xi) such other information as the Collateral Agent, Investment Manager, the Administrative Agent or the Requisite Lenders may reasonably request regarding the Loans and the Collateral therefor. With respect to the payments to be made on such Payment Date: (i) the Aggregate Principal Amount of the Collateral Obligations as of the close of business on such Determination Date, after giving effect to (A) Proceeds received on the Collateral Obligations with respect to the related Due Period and the reinvestment of such Proceeds in substitute Collateral Obligations or Eligible Investments during such Due Period and (B) the release of any Collateral Obligations during such Due Period; (ii) the aggregate outstanding principal balance of the Loans, as an aggregate Dollar figure and as a percentage of the original aggregate outstanding principal balance of the Loans at the beginning of the Due Period), the amount of principal payments to be made on the Loans on the next Payment Date, the amount of any overdue interest and the aggregate outstanding principal balance of the Loans as a Dollar figure and as a percentage of the original aggregate outstanding principal balance, in each case after giving effect to the principal payments, if any, for such Payment Date; (iii) the amount of Accrued Interest payable to the Lenders for such Payment Date (and the components thereof under Section 2.5), the amount of the BSL Rebate Amount for such Payment Date, and the amount of Interest Proceeds and Principal Proceeds payable to the Equity Holder (in each case determined as of the related Determination Date); (iv) the amount of Principal Proceeds to be applied pursuant to clause (1) of the Principal Priority of Payments (in each case determined as of the related Determination Date); (v) the Administrative Expenses payable for such Payment Date on an itemized basis (determined as of the related Determination Date); (vi) for the Interest Collection Account: (1) the Balance on deposit in the Interest Collection Account at the end of the related Due Period, in each Specified Currency; (2) the amounts payable from the Closing Interest Collection Account (through a transfer to the Payment Account) pursuant to subclauses (1) through (9) of the Interest Priority of Payments and subclauses (1) through (6) of the Principal Priority of Payments for such Payment Date, in each case in each Specified Currency; and (3) the Balance remaining in the Interest Collection Account immediately after all payments and deposits to be made on such Payment Date (determined as of the related Determination Date); (vii) for the Principal Collection Account: (1) the Balance on deposit in the Principal Collection Account at the end of the related Due Period, in each Specified Currency; (2) the amounts, if any, payable from the Principal Collection Account (through a transfer to the Payment Account) as Interest Proceeds pursuant to the Interest Priority of Payments and as Principal Proceeds pursuant to the Principal Priority of Payments for such Payment Date (in each case determined as of the related Determination Date), in each Specified Currency; and (3) the Balance remaining in the Principal Collection Account immediately after all payments and deposits to be made on such Payment Date (determined as of the related Determination Date), in each Specified Currency; (viii) the amount of unpaid interest, if any, with respect to any Loans (in each case determined as of the related Determination Date), in each Specified Currency; (ix) the Principal Payments received during the related Due Period, in each Specified Currency; (x) the Principal Proceeds received during the related Due Period, in each Specified Currency; (xi) the Interest Proceeds received during the related Due Period, in each Specified Currency; (xii) the amounts payable pursuant to each subclause of the Interest Priority of Payments and the Principal Priority of Payments on the related Payment Date in each Specified Currency (in each case determined as of the related Determination Date); and (xiii) such other information as the Collateral Agent, Investment Manager or the Administrative Agent may reasonably request regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower and the Investment Manager if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent in its records and detail any discrepancies. If any discrepancy exists, the Collateral Agent and the Borrower, or the Investment Manager on behalf of the Borrower, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s records, the Monthly Report or the Collateral Agent’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement.

Appears in 2 contracts

Sources: Credit Agreement (Apollo Debt Solutions BDC), Credit Agreement (Apollo Debt Solutions BDC)

Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar monthPayment Date, beginning with November 2023 August 2024 (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Servicer and the Administrative Agent. The Investment Advisor Servicer shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least five (5) Business Days prior to the Monthly Reporting Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1A Borrowing Base, (vi) Class 1B Borrowing Base, (vii) Class 2A Borrowing Base, (viii) Class 2B Borrowing Base, (ix) Class 3A Borrowing Base, (x) Class 3B Borrowing Base, (xi) Class 4A Borrowing Base, (xii) Class 4B Borrowing Base Class, (xiii) Class 1A OC Ratio, (xiv) Class 1B OC Ratio, (xv) Class 2A OC Ratio, (xvi) Class 2B OC Ratio, (xvii) Class 3A OC Ratio, (xviii) Class 3B OC Ratio, (xix) Class 4A OC Ratio, (xx) Class 4B OC Ratio, (xxi) each Class Minimum OC Coverage Test, (xxii) each Coverage Test, (vixxiii) the Collateral Quality Test, (xxiv) for any Payment Date Report, Monthly Report completion of Priority of Payments pursuant to Section 9.01(a), (viixxv) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixxvi) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur will be the last day of such calendar month (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Day).The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral and such other information that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 2 contracts

Sources: Credit Agreement (T. Rowe Price OHA Select Private Credit Fund), Credit Agreement (T. Rowe Price OHA Select Private Credit Fund)

Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with November 2023 February 2019 (other than March, June, September and December in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor Servicer shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Tranche A Borrowing Base, (vi) Tranche B Borrowing Base, (vii) Tranche C Borrowing Base, (viii) Tranche A OC Ratio, (ix) Tranche B OC Ratio, (x) Tranche C OC Ratio, (xi) each Tranche Minimum OC Coverage Test, (xii) each Coverage Test, (vixiii) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (viixiv) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixv) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 2 contracts

Sources: Revolving Credit and Security Agreement (Blackstone Secured Lending Fund), Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)

Monthly. On or Not later than two (2) Business Days prior to the 20th 15th calendar day of each calendar monthmonth (other than January, beginning with November 2023 April, July, and October in each year) such date (such date, the “Monthly Reporting Date”), the Collateral Agent Borrower shall compile and provide (or cause to be compiled and provided) to the Agents, the EquityholderCollateral Manager, the Borrower and the Lenders, a monthly report (which includes a Borrowing Base Calculation Statement prepared by the Collateral Manager and provided to the Collateral Agent for inclusion in the prior calendar month Monthly Report) (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor Borrower shall compile and provide (or cause to be compiled and provided) to the Collateral Administrative Agent information as is reasonably requested by a loan data file (the Collateral Agent or necessary to produce “Data File”) for the previous monthly period ending on the Monthly Report. The Collateral Agent shall, based, in part, on the Report Determination Date (containing such information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Borrower (or the Collateral AgentManager on its behalf), the Investment Advisor and the Administrative Agent). The Borrower shall provide (or cause to be provided) the Data File at least two (2) Business Days prior to the Monthly Reporting Date. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such the prior calendar month. For the avoidance of doubt, the first Monthly Report shall be delivered on August 15, 2014 and shall be determined with respect to the Monthly Report Determination Date that is July 31, 2014. The Monthly Report for a calendar month shall be in a form reasonably acceptable to the Borrower, the Collateral Agent, the Collateral Manager and the Administrative Agent and shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to timeset forth in Schedule 2 hereto, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 2 contracts

Sources: Credit and Security Agreement (Business Development Corp of America), Credit and Security Agreement (Business Development Corp of America)

Monthly. On or Not later than two (2) Business Days prior to the 20th 15th calendar day of each calendar month, beginning with November 2023 June 2024 (other than January, April, July and October in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Investment Advisor shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Investment Advisor, the Administrative Agent, the Collateral Administrator and the Collateral Agent. The Investment Advisor shall compile and provide (or cause to be provided) to the Collateral Agent, the Collateral Administrator and the Administrative Agent a loan data file (the “Data File”) in the form as agreed between the Administrative Agent and the Borrower on or prior to the Closing Date for the previous monthly period ending on the Monthly Report Determination Date (containing such information agreed upon by the Investment Advisor, the Collateral Administrator, the Collateral Agent and the Administrative Agent). The Investment Advisor shall provide (or cause to be provided) the Data File to the Collateral Agent information as is reasonably requested by Administrator and the Collateral Agent or necessary at least six (6) Business Days prior to produce the Monthly Reporting Date and, with respect to a Payment Date Report, at least six (6) Business Days prior to the Payment Date. The Collateral Administrator shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Investment Advisor on its behalf), re-calculate the calculations in clauses (i) through (xi) below made by the Investment Advisor in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within five (5) Business Days of the receipt thereof and notify the Investment Advisor and the Administrative Agent in the event of any discrepancy between the Collateral Administrator’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on Administrator shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each the OC Ratio, (vi) the Minimum OC Coverage Test, (vivii) the Interest Coverage Ratio Test, (viii) the Collateral Quality Test, (ix) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (viix) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, Accounts and (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and the Administrative Agent. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 2 contracts

Sources: Revolving Credit and Security Agreement (Fidelity Private Credit Fund), Revolving Credit and Security Agreement (Fidelity Private Credit Fund)

Monthly. On or Not later than two (2) Business Days prior to the 20th 15th calendar day of each calendar month, beginning with November 2023 February 2019 (other than March, June, September and December in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor Servicer shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Tranche A Borrowing Base, (vi) Tranche B Borrowing Base, (vii) Tranche C Borrowing Base, (viii) Tranche A OC Ratio, (ix) Tranche B OC Ratio, (x) Tranche C OC Ratio, (xi) each Tranche Minimum OC Coverage Test, (xii) each Coverage Test, (vixiii) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (viixiv) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixv) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 2 contracts

Sources: Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund), Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)

Monthly. On or Commencing in April 2013, (i) in the case of a month in which there is no Payment Date, not later than the seventh (7th) Business Day after the 17th day of such month and (ii) in the case of a month in which there is a Payment Date, one Business Day prior to the 20th calendar day of each calendar month, beginning with November 2023 (such datePayment Date, the “Monthly Reporting Date”)Issuer shall compile, the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Issuer shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral Agent information as is reasonably requested by Trustee, the Collateral Agent Administrator, the Collateral Manager and any Holder of the Class A Notes and, upon written request in the form of Exhibit D attached hereto, by first-class mail or necessary electronic mail to produce the any other Noteholder (or its designee), provided that a Monthly Report. The Collateral Agent shall, based, in part, Report may be provided to any such party by posting such Monthly Report on the information provided Trustee’s website and providing access thereto to it, calculate: such parties. Such written request from a Noteholder (ior its designee) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by submitted directly to the Collateral AgentTrustee, the Investment Advisor and the Administrative Agent. As used herein, Trustee shall forward such written request to the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar monthIssuer for processing. The Monthly Report for a calendar month shall contain the following information and instructions with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorCollateral, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of (1) in the Monthly Report case of a month in which there is no Payment Date, the 10th day of the applicable month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such calendar month. The Investment Advisor shall cooperate with Payment Date: (i) With respect to the Collateral Agent in connection with Portfolio: (A) the preparation Aggregate Principal Amount of the Monthly Reports Collateral Obligations and the Eligible Investments; (B) the Principal Balance, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each daily report delivered pursuant to Section 8.07(cCollateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; (C) below. Without limiting the generality CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the foregoing, case may be; (D) the identity of each Collateral Obligation and Eligible Investment Advisor shall timely supply that has been placed on watch by any information maintained by it that Rating Agency and the Collateral Agent may from time to time reasonably request and reasonably needs to complete watch list status; (E) the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document S&P Recovery Rate for each Collateral Asset that constitutes Obligation; and (F) An indication as to whether each such Collateral Obligation is (1) a Material Modification that became effective Senior Secured Loan, (2) a Second Lien Loan, (3) a Senior Unsecured Loan, (4) a Defaulted Obligation, (5) a Participation (indicating the related Selling Institution and its ratings by each Rating Agency), (6) a Subordinated Loan, (7) a Fixed Rate Collateral Obligation, (8) a DIP Loan, (9) a First Lien Last Out Loan, (10) a Deferrable Obligation (indicating whether such Deferrable Obligation is a Deferring Obligation) or (11) a LIBOR Floor Obligation; (ii) the nature, source and amount of any Proceeds in each of the Issuer Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the immediately preceding date of determination of the last Monthly Report; (iii) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category under Article XII under which it falls) and the number, identity and, if applicable, par value of Collateral acquired by the Issuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee since the date of determination of the last Monthly Report (or, in respect the case of the first Monthly Report, from since the Closing Date); (iv) (a) the identity of each Collateral Obligation which became a Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the date on which such Collateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation that is a Defaulted Obligation as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Closing Date), the date on which such Collateral Obligation became a Defaulted Obligation and the Market Value of such Defaulted Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all Defaulted Obligations; (v) the purchase or sale price of each item of Collateral acquired by the Issuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee and each item of Collateral sold by the Issuer, in each case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Issuer or the Collateral Manager; (vi) the Coverage Tests and whether the Coverage Tests are satisfied; (vii) the Class A Par Value Ratio; (viii) (1) the Minimum Weighted Average Fixed Rate Coupon, the Weighted Average Fixed Rate Coupon and whether the Minimum Weighted Average Fixed Rate Coupon Test is satisfied, and (2) the Minimum Weighted Average Floating Spread, the Weighted Average Floating Spread and whether the Minimum Weighted Average Floating Spread Test is satisfied; (ix) the level at which each of the criteria of the Concentration Limitations is satisfied, the calculation of each of the criteria of the Concentration Limitations and whether each of the criteria satisfies the Concentration Limitations; (x) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date), (B) the ▇▇▇▇▇’▇ rating and S&P rating of such Collateral Obligation prior to such upgrade or downgrade, as applicable, and (C) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date); (xi) the percentage of the Aggregate Principal Amount of the Collateral Portfolio that consists of Participations with Selling Institutions falling into the rating category set forth in the definition of the term “Selling Institution”; (xii) with respect to the determination of the “Market Value” of any Collateral Obligation, the identity of the dealers from which the Collateral Manager tried to obtain bids; (xiii) with respect to the S&P CDO Monitor Test: (1) the Weighted Average Life; and (2) the data produced by the test result page of the S&P CDO Monitor Test; and (xiv) such other information as the Trustee, Collateral Manager or the Majority of the Controlling Class may reasonably request regarding the Class A Notes and the Collateral therefor. On the same date that the Monthly Report is delivered, the Issuer shall cause to be made available to S&P the Excel Default Model Input File (provided that the specific parameters identified by S&P have been delivered to the Issuer) and an electronic file containing the list of collateral, in each case determined as of the Monthly Report; provided, however, that if a Payment Date occurs in such month, such determination shall be made as of the Determination Date for such Payment Date and such information shall be delivered one Business Day before such Payment Date. Upon receipt of each Monthly Report, the Trustee shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Issuer and the Collateral Manager if the information contained in the Monthly Report does not conform to the information maintained by the Trustee in its records and detail any discrepancies. In the event that any discrepancy exists, the Trustee and the Issuer, or the Collateral Manager on behalf of the Issuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Trustee shall within five Business Days cause the Independent accountants appointed by the Issuer pursuant to Section 10.7 to review such Monthly Report and the Trustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Trustee’s records, the Monthly Report or the Trustee’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Indenture.

Appears in 1 contract

Sources: Indenture (FS Investment Corp II)

Monthly. On or prior to Not later than (x) in the 20th calendar day case of the first Monthly Report as of September 2017, due within 12 Business Days, and (y) in the case of each calendar month, beginning with November 2023 (such dateMonthly Report thereafter, the 12th Business Day following the Monthly Reporting Report Determination Date”), the Collateral Agent Issuer shall compile and provide make available (or cause to be providedcompiled and made available) (including, at the election of the Issuer, via appropriate electronic means acceptable to each recipient) to the AgentsRating Agencies, the EquityholderTrustee, the Borrower Collateral Manager, the Initial Purchaser and the LendersIrish Stock Exchange (so long as any Notes are listed on the Irish Stock Exchange by delivery to the Irish Listing Agent) and, upon written request therefor, to any Holder shown on the Register and, upon written notice to the Trustee in the form of Exhibit D, any beneficial owner of a Note, a monthly report for the prior calendar month (each, each a "Monthly Report") determined as of (i) in accordance the case of a Monthly Report prepared in connection with this Section 8.07a Payment Date, the related Determination Date or (ii) in all other cases, the last Business Day of the month preceding the month in which such Monthly Report is delivered (such date of determination, the "Monthly Report Determination Date"). The Investment Advisor Monthly Report shall provide contain the following information with respect to the Collateral Agent information as is reasonably requested by Obligations and Eligible Investments included in the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, Assets (based, in part, on the information provided to it, calculate: by the Collateral Manager): (i) Aggregate Net Principal Balance of Collateral Balance, Obligations and Eligible Investments representing Principal Proceeds. (ii) Borrowing Base, Adjusted Collateral Principal Amount of Collateral Obligations. (iii) Excess Concentration Amount, Collateral Principal Amount of Collateral Obligations. (iv) Maximum Available AmountA list of Collateral Obligations, including, with respect to each such Collateral Obligation, the following detailed information: (A) The Obligor thereon (including the issuer ticker, if any); (B) The CUSIP, the ISIN, the LoanX ID, the Bloomberg Financial Instrument Global Identifier (to the extent available), the Bloomberg Loan ID and any other security identifier thereof; (C) The Principal Balance thereof (other than any accrued interest that was purchased with Principal Proceeds (but noting any capitalized interest)); (D) The percentage of the aggregate Collateral Principal Amount represented by such Collateral Obligation; (E) The related interest rate or spread (excluding, in the case where such Collateral Obligation is a LIBOR Floor Obligation, the effect of any specified "floor" rate per annum related thereto); (F) The stated maturity thereof; (G) The related Moody's Industry Classification; (H) The ▇▇▇▇▇'▇ Rating, unless such rating is based on a credit estimate unpublished by Moody's (and, in the event of a downgrade or withdrawal of the applicable ▇▇▇▇▇'▇ Rating, the prior rating and the date such ▇▇▇▇▇'▇ Rating was changed) and if based on a credit estimate, the date such credit estimate was last provided (or updated) by Moody's to the Issuer; (I) The Moody's Default Probability Rating and Moody's Adjusted Weighted Average Rating Factor; (J) The country of Domicile; (K) An indication as to whether each such Collateral Obligation is (1) a Defaulted Obligation, (2) a Senior Secured Loan, Second Lien Loan, First Lien Last Out Loan or Senior Unsecured Loan, (3) a floating rate Collateral Obligation, (4) a Participation Interest (indicating the related Selling Institution and its ratings by the Rating Agencies), (5) a Current Pay Obligation, (6) a DIP Collateral Obligation, (7) convertible into or exchangeable for equity securities, (8) a Discount Obligation (including its purchase price and purchase yield in the case of a fixed rate Collateral Obligation), (9) a Deferrable Obligation or (10) a Cov-Lite Loan; (L) The ▇▇▇▇▇'▇ Recovery Rate; (M) Whether such Collateral Obligation is a LIBOR Floor Obligation and the specified "floor" rate per annum related thereto as specified by the Collateral Manager; (N) The Market Value of such Collateral Obligation; (O) Whether such Collateral Obligation was acquired from or sold to, as applicable, an Affiliate of the Collateral Manager; (P) The identity of any Collateral Obligation that would otherwise be a Cov-Lite Loan but for the proviso in the definition of "Cov-Lite Loan"; (Q) Whether such Collateral Obligation was the subject of an amendment, waiver or other modification that would extend the maturity thereof in accordance with Section 12.2(e); (R) Whether a Distressed Exchange has occurred in connection with such Collateral Obligation; (S) With respect to any Collateral Obligations purchased pursuant to Sections 12.2(b)(i) and 12.2(b)(ii), information showing satisfaction of the requirements set forth in Sections 12.2(b)(i)(E) and 12.2(b)(ii)(E), respectively; and (T) Whether the issuer or obligor of such Collateral Obligation is treated as domiciled in the United States pursuant to clause (d) of the definition of "Domicile." (v) For each Coverage of the limitations and tests specified in the definitions of Concentration Limitations and Portfolio Quality Test, (1) the result, (2) the related minimum or maximum test level and (3) a determination as to whether such result satisfies the related test. (vi) for any The calculation of each of the following: (A) From and after the Determination Date immediately preceding the third Payment Date ReportDate, completion of Priority of Payments pursuant to Section 9.01(aeach Interest Coverage Ratio (and setting forth each related Required Coverage Ratio), ; (B) Each Par Value Ratio (and setting forth each related Required Coverage Ratio); and (C) The Reinvestment Diversion Test (and setting forth the required test level). (D) The Weighted Average Fixed Coupon. (E) The Weighted Average Floating Spread. (vii) balances For each Account, a schedule showing the beginning balance and the ending balance. (viii) A schedule showing for each of the Covered Accountsfollowing 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: (viiiA) EOD Borrowing Base, Interest Proceeds from Collateral Obligations; and (B) Interest Proceeds from Eligible Investments. (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and the Administrative Agent. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Designated Proceeds, the amount thereof and such amount as a percentage of the Aggregate Ramp-Up Par Amount. (x) A list of all Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for held during such calendar month. The Investment Advisor shall cooperate . (xi) Purchases, prepayments and sales: (A) the (1) identity, (2) Principal Balance (other than any accrued interest that was purchased with the Principal Proceeds (but excluding any capitalized interest)), (3) Principal Proceeds and Interest Proceeds received, and (4) date for each Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered Obligation that was released for sale or disposition pursuant to Section 8.07(c) below. Without limiting 12.1 since the generality date of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since determination of the immediately preceding Monthly Report (orReport, in respect and whether such Collateral Obligation was a Credit Impaired Obligation or a Credit Improved Obligation, whether the sale of such Collateral Obligation was a discretionary sale and whether such sale of a Collateral Obligation was to an Affiliate of the first Collateral Manager; (B) the (1) identity, (2) Principal Balance (other than any accrued interest that was purchased with Principal Proceeds (but excluding any capitalized interest)), and (3) Principal Proceeds and Interest Proceeds expended to acquire each Collateral Obligation acquired pursuant to Section 12.2 since the date of determination of the immediately preceding Monthly Report; and (C) for all purchases, sales and prepayments of Collateral Obligations after the end of the Reinvestment Period, a list of each Collateral Obligation that is either sold or prepaid corresponded in easily identifiable columnar format with the Collateral Obligation that was purchased with the proceeds from such Collateral Obligation that was either sold or prepaid. (xii) The identity of each Defaulted Obligation, the Moody's Collateral Value and the Market Value of each such Defaulted Obligation and date of default thereof. (xiii) The identity of each Collateral Obligation with a ▇▇▇▇▇'▇ Rating of "Caa1" or below, and/or a Moody's Default Probability Rating of "Caa1" or below and the Market Value of each such Collateral Obligation. (xiv) The identity of each Current Pay Obligation, the Market Value of each such Current Pay Obligation, the percentage of the Collateral Principal Amount comprised of Current Pay Obligations, the portfolio limitation for Current Pay Obligations expressed as a percentage of the Collateral Principal Amount and whether such limitation is satisfied. (xv) The Market Value of each Collateral Obligation for which a Market Value was required to be calculated pursuant to the terms of this Indenture. (xvi) The identity of the Issuer Subsidiary and the identity of each Collateral Obligation, Equity Security or Defaulted Obligation, if any, held by such Issuer Subsidiary. (xvii) The amount of Cash, if any, held in any Issuer Subsidiary. (a) For each Trading Plan occurring during such month a list of Collateral Obligations (including the notional amount for each such Collateral Obligation) subject to such Trading Plan, as well as the start date for the related Trading Plan Period and (b) the percentage of the Collateral Principal Amount consisting of the Collateral Obligations subject to each such Trading Plan. The Trustee, as soon as reasonably practicable, will post notice of a Trading Plan having been executed on the website where Monthly Reports are made available to Holders of Notes. (xix) The identity of any non-LIBOR-based floating rate obligation. (xx) With respect to any Collateral Obligation purchased pursuant to Section 12.2(b)(i) or (b)(ii), information indicating compliance with Section 12.2(b)(i)(E) or (b)(ii)(E), as applicable. (xxi) The amount of Credit Amendment proceeds that are not eligible for reinvestment. (xxii) The aggregate amount of Principal Proceeds reinvested after the Reinvestment Period against the limit of 50% as set forth in the definition of Eligible Post-Reinvestment Principal Proceeds. (xxiii) Such other information as the Trustee, any Hedge Counterparty, any Rating Agency or the Collateral Manager may reasonably request. Upon receipt of each Monthly Report, from the Closing Date)Trustee shall, if the Trustee is 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 Assets and shall, within three Business Days after receipt of such Monthly Report, notify the Issuer, the Collateral Administrator, the Collateral Manager, and the Rating Agencies if the information contained in the Monthly Report does not conform to the information maintained by the Trustee with respect to the Assets. In the event that any discrepancy exists, the Trustee, the Issuer, or the Collateral Manager on behalf of the Issuer and the Collateral Administrator, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Trustee shall within five Business Days cause the Independent accountants appointed by the Issuer pursuant to Section 10.8 to review such Monthly Report and the Trustee's records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Trustee's records, the Monthly Report or the Trustee's records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Indenture and notice of any error in the Monthly Report shall be sent as soon as practicable by the Issuer to all recipients of such report.

Appears in 1 contract

Sources: Indenture (JMP Group LLC)

Monthly. On or Not later than two (2) Business Days prior to the 20th 15th calendar day of each calendar month, beginning with November 2023 February 2019 (other than March, June, September and December in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor Servicer shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Tranche A Borrowing Base, (vi) Tranche B Borrowing Base, (vii) Tranche C Borrowing Base, (viii) Tranche A OC Ratio, (ix) Tranche B OC Ratio, (x) Tranche C OC Ratio, (xi) each Tranche Minimum OC Coverage Test, (xii) each Coverage Test, (vixiii) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (viixiv) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixv) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification USActive 53861575.5 -106- that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 1 contract

Sources: Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)

Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with September 2021 (other than February, May, August and November 2023 in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Servicer and the Administrative Agent. The Investment Advisor Servicer shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1A Borrowing Base, (vi) Class 1B Borrowing Base, (vii) Class 2A Borrowing Base, (viii) Class 2B Borrowing Base, (ix) Class 3A Borrowing Base, (x) Class 3B Borrowing Base, (xi) Class 1A OC Ratio, (xii) Class 1B OC Ratio, (xiii) Class 2A OC Ratio, (xiv) Class 2B OC Ratio, (xv) Class 3A OC Ratio, (xvi) Class 3B OC Ratio, (xvii) each Class Minimum OC Coverage Test, (xviii) each Coverage Test, (vixix) the Collateral Quality Test, (xx) for any Payment Date Report, Report completion of Priority of Payments pursuant to Section 9.01(a), (viixxi) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixxii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur will be the last day of such calendar month (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Day).The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral and such other information that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 1 contract

Sources: Revolving Credit and Security Agreement (Barings Private Credit Corp)

Monthly. On or Commencing in November 2014, (i) in the case of a month in which there is no Payment Date, not later than the second (2nd) Business Day after the 10th day of such month and (ii) in the case of a month in which there is a Payment Date, one Business Day prior to the 20th calendar day of each calendar month, beginning with November 2023 (such datePayment Date, the “Monthly Reporting Date”)Issuer shall compile, the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Issuer shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral Agent information as is reasonably requested by Trustee, the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral AgentAdministrator, the Investment Advisor Manager and any Holder of the Notes and, upon written request in the form of Exhibit D attached hereto, by first class mail or electronic mail to any other Noteholder (or its designee), provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Trustee’s website and providing access thereto to such parties. Such written request from a Noteholder (or its designee) may be submitted directly to the Trustee, and the Administrative Agent. As used herein, Trustee shall forward such written request to the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar monthIssuer for processing. The Monthly Report for a calendar month shall contain the following information and instructions with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorCollateral, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of (1) in the Monthly Report case of a month in which there is no Payment Date, the 10th day of the applicable month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such calendar month. The Investment Advisor shall cooperate with Payment Date: (i) With respect to the Collateral Agent in connection with Portfolio: (A) the preparation Aggregate Principal Amount of the Monthly Reports Collateral Obligations and the Eligible Investments; (B) the Principal Balance, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each daily report delivered Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; (C) the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be; (D) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); and (E) whether each Collateral Obligation has been designated as a “Private Collateral Obligation” or a “Public Collateral Obligation” pursuant to Section 8.07(c12.2(a); (ii) below. Without limiting the generality nature, source and amount of any Proceeds in each of the foregoingIssuer Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the Investment Advisor shall timely supply date of determination of the last Monthly Report; (iii) the number, identity and, if applicable, principal amount of any information maintained by Collateral that was released for sale or other disposition (specifying the category under Article XII under which it that falls) and the number, identity and, if applicable, par value of Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared acquired by the Collateral Agent hereunder or required Issuer and in which the Issuer, pursuant to permit this Indenture, has Granted an interest to the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective Trustee since the immediately preceding date of determination of the last Monthly Report (or, in respect the case of the first Monthly Report, from since the Closing Date); (iv) (a) the identity of each Collateral Obligation which became a Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the date on which such Collateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation that is a Defaulted Obligation as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Closing Date), the date on which such Collateral Obligation became a Defaulted Obligation and the Market Value of such Defaulted Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all Defaulted Obligations; (v) the purchase or sale price of each item of Collateral acquired by the Issuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee and each item of Collateral sold by the Issuer, in each case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Issuer or the Investment Manager; (vi) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date); and (vii) such other information as the Trustee, Investment Manager or the Majority of the Noteholders may reasonably request regarding the Notes and the Collateral therefor. Upon receipt of each Monthly Report, the Trustee shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Issuer and the Investment Manager if the information contained in the Monthly Report does not conform to the information maintained by the Trustee in its records and detail any discrepancies. In the event that any discrepancy exists, the Trustee and the Issuer, or the Investment Manager on behalf of the Issuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Issuer shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Trustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Trustee’s records, the Monthly Report or the Trustee’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Indenture.

Appears in 1 contract

Sources: Indenture (FS Energy & Power Fund)

Monthly. On or Not later than two (2) Business Days prior to the 20th 1520th calendar day of each calendar month, beginning with November 2023 February 2019 (other than March, June, September and December in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor Servicer shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage TestTranche A Borrowing Base, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a)Tranche B Borrowing Base, (vii) balances for each of the Covered AccountsTranche C Borrowing Base, (viii) EOD Borrowing BaseTranche A OC Ratio, (ix) EOD OC Ratio, Tranche B shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (xincluding other rights of setoff) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) that such other calculations as Lender or their respective Affiliates may be mutually agreed upon by have. Each Lender agrees to notify the Collateral Agent, the Investment Advisor Borrower and the Administrative Agent. As used hereinAgent promptly after any such setoff and application, provided, that the “Monthly Report Determination Date” with respect failure to any calendar month in which a Payment Date does give such notice shall not occur (or, if such day is not a Business Day, affect the next Business Day) will be the last day validity of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets setoff and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date)application.

Appears in 1 contract

Sources: Revolving Credit and Security Agreement (Blackstone Secured Lending Fund)

Monthly. On or prior to Not later than the 20th calendar 25th day of each calendar month, beginning with November 2023 (such date, the “Monthly Reporting Date”), the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor shall provide to the Collateral Agent information as is reasonably requested by the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and the Administrative Agent. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day date is not a Business Day, the next succeeding Business Day, commencing on the first Payment Date, the Collateral Manager on behalf of the Issuer shall deliver or make available to the Trustee, the Collateral Administrator, the Initial Purchasers (subject to the provisions set forth in Section 10.05(h)) will and (so long as any Secured Notes are rated) each Rating Agency, the Holders of the Class A-2 Notes (subject to the provisions set forth in Section 10.05(h) or as may otherwise be agreed upon in writing between MCG and the last Collateral Manager on behalf of the Issuer and such Holder), the Holders of the Class A-3 Notes (during the Initial Investment Period and subject to the provisions set forth in Section 10.05(h) or as may otherwise be agreed upon in writing between MCG and the Collateral Manager on behalf of the Issuer and such Holder) and, upon written request accompanied by a Note Owner Certificate, (subject to the provisions set forth in Section 10.05(h) or as may otherwise be agreed upon in writing between MCG and the Collateral Manager on behalf of the Issuer and the requesting Noteholder) to any Noteholder, a monthly report (the “Monthly Report”), which shall contain the following information and instructions with respect to the Pledged Securities determined as of the eleventh (11th) day of such calendar month. The month (provided that the Monthly Report shall be prepared on a trade date basis): (i) the Aggregate Principal Amount of the Collateral Debt Obligations in the Collateral, the Principal Balance of each Collateral Debt Obligation, the annual coupon rate, maturity date, Obligor, S&P Industry Classification Group, Moody’s Industry Classification Group, S&P Rating and ▇▇▇▇▇’▇ Rating of each Collateral Debt Obligation in the Collateral; provided that, in the case of any ▇▇▇▇▇’▇ Rating or S&P Rating determined based on a credit estimate (or private or other non-public rating) obtained by the Issuer or the Collateral Manager from Moody’s or S&P, (1) except as otherwise agreed with the Issuer or the Collateral Manager by Moody’s or S&P, such ▇▇▇▇▇’▇ Rating or S&P Rating shall not be disclosed in the Monthly Report (unless such disclosure does not allow the relevant Obligor or issuer to be identified from such disclosure) and (2) a notation in the Monthly Report will indicate that such ▇▇▇▇▇’▇ Rating or S&P Rating was determined based on a credit estimate and the date of such determination; (ii) the Balance of the Eligible Investments in the Collection Accounts, the Principal Balance of each Eligible Investment in the Collection Accounts; (iii) the nature, source and amount of any Collections in the Collection Account, including Interest Collections and Principal Collections received during the preceding month; (iv) the nature, source and amount of any funds in the Secured Notes Unused Proceeds Accounts and Income Notes Unused Proceeds Account, and the identity of, Principal Balance, annual interest rate, maturity, issuer of and rating of each Eligible Investment purchased with funds from each of the Secured Notes Unused Proceeds Account and the Income Notes Unused Proceeds Account; (v) the identity of each Collateral Debt Obligation that was released for sale or other disposition (indicating the reason for such sale or disposition), and the identity of each Substitute Collateral Debt Obligation Granted, during the related Due Period; the amount and identity of each Defaulted Security that has not been released for sale and the date of default for each Defaulted Security; (vi) the identity and Principal Balance of each Collateral Debt Obligation which became a calendar month Defaulted Security, an Exchanged Equity Security or an Equity Security during the preceding month; (vii) the purchase price of each Pledged Security Granted and the purchase and the sale price of each Pledged Security subject to a sale during the preceding month; and whether such Pledged Security is a Collateral Debt Obligation or an Eligible Investment in the Collection Account; (viii) the calculation of each of the Collateral Coverage Tests, the Collateral Quality Tests and the Portfolio Percentage Limitations, accompanied by a list setting forth the applicable maximum or minimum value, percentage or ratio which must be maintained pursuant to this Indenture with respect to each of the Collateral Coverage Tests, the Collateral Quality Tests, the Portfolio Percentage Limitations and a list setting forth the results of the calculation of each of the Collateral Coverage Tests, the Collateral Quality Tests and the Portfolio Percentage Limitations with respect to the Initial Collateral Debt Obligations; (ix) (1) each of the Class A Scenario Default Rate, the Class B Scenario Default Rate, the Class C Scenario Default Rate and the Class D Scenario Default Rate, (2) each of the then-applicable Class A Break-Even Loss Rate, Class B Break-Even Loss Rate, Class C Break-Even Loss Rate and Class D Break-Even Loss Rate, (3) the results of the most recent S&P CDO Monitor Test along with a report of each specified benchmark statistic calculated by the S&P CDO Monitor and (4) the Minimum Weighted Average Spread then in effect and used to identify the then-applicable Class A Break-Even Loss Rate, Class B Break-Even Loss Rate, Class C Break-Even Loss Rate and Class D Break-Even Loss Rate; (x) the identity of each Collateral Debt Obligation that was upgraded or downgraded or placed on negative credit watch or positive credit watch by either Rating Agency since the date of the last Monthly Report; provided that the identity of each Collateral Debt Obligation that was upgraded or downgraded must be obtained from information provided directly from the Rating Agencies and not Bloomberg or a similar service to Bloomberg; (1) the Market Value assigned to each Collateral Debt Obligation and (2) the identity of the Independent loan valuation service that is used to determine the Market Value of each such Collateral Debt Obligation for which an independent loan valuation service is required under the definition of Market Value if such service is other than Markit Loans, Inc. (successor to LoanX); (xii) the short-term and long-term ratings of any Hedge Counterparty; and (xiii) such other information as MCG and the Collateral Manager shall contain have agreed to include and as the Trustee may reasonably request. Upon receipt of each Monthly Report, the Trustee shall compare the information contained therein and described in this Section 10.05(a) to the information contained in its records, to the extent such information is contained in the records of the Trustee, with respect to the Collateral Assets and Eligible Investments included in shall, within three Business Days after receipt of such Monthly Report, notify the Collateral that is agreed to by the Investment Advisor, the Administrative Agent Issuer and the Collateral Agent from time to time, and shall be determined as of Manager if such information contained in the Monthly Report Determination Date for such calendar monthdoes not conform to the information maintained by the Trustee with respect to the Collateral, and detail any discrepancies. The Investment Advisor shall cooperate with If any discrepancy exists, the Trustee and the Issuer, or the Collateral Agent in connection with the preparation Manager on behalf of the Monthly Reports and each daily report delivered Issuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Trustee shall cause the Independent Accountants appointed by the Issuer pursuant to Section 8.07(c) below10.06 to review such Monthly Report and the Trustee’s records to determine the cause of such discrepancy. Without limiting If such review reveals an error in the generality of Monthly Report or the foregoingTrustee’s records, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth or the Trustee’s records shall be revised accordingly and, as so revised, shall be utilized in reasonable detail each amendment, modification or waiver under making all calculations pursuant to this Indenture. Each Rating Agency shall be notified of any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date)such revisions.

Appears in 1 contract

Sources: Indenture (MCG Capital Corp)

Monthly. On or prior to Not later than the 20th 25th calendar day (or, if such day is not a Business Day, on the next succeeding Business Day) of each calendar month, beginning with November 2023 month (such dateother than any month in which a Distribution Report is made available) and commencing in September 2025, the “Monthly Reporting Date”), the Collateral Agent Issuer shall compile and provide make available (or cause to be providedcompiled and made available) to the AgentsRating Agency, the EquityholderTrustee, the Borrower and Investment Manager, the LendersPlacement Agent and, upon written request therefor, to any Holder shown on the Notes Register or the Loan Register, as applicable, and, upon written instruction (which may be in the form of standing instructions) from the Investment Manager, the Investor Information Service, and, upon written notice to the Trustee in the form of Exhibit D, any beneficial owner of Debt, a monthly report for the prior calendar month on a trade date basis (each, each such report a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor shall provide to the Collateral Agent information as is reasonably requested by the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and the Administrative Agent. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last 10th Business Day prior to the 25th day of such calendar month. The Monthly Report for a calendar month shall contain the following information with respect to the Collateral Assets Obligations and Eligible Investments included in the Collateral that is agreed to Assets, based in part on information provided by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to timeManager, and shall be determined as of the Monthly Report Determination Date for such calendar month. : (i) Aggregate Principal Balance of Collateral Obligations and Eligible Investments representing Principal Proceeds. (ii) Total Capitalization of Collateral Obligations. (iii) Principal Collateralization Amount of Collateral Obligations. (iv) A list of Collateral Obligations, including, with respect to each such Collateral Obligation, the following information: (A) The Investment Advisor shall cooperate Obligor thereon (including the issuer ticker, if any); (B) The CUSIP or security identifier thereof; (C) The Principal Balance thereof (other than any accrued interest that was purchased with the Collateral Agent in connection with the preparation Principal Proceeds (but excluding any capitalized interest)); (D) The percentage of the aggregate Total Capitalization represented by such Collateral Obligation; (E) The related interest rate or spread (in the case of a Reference Rate Floor Obligation, calculated both with and without regard to the applicable specified “floor” rate per annum) and the identity of any Collateral Obligation that is not a Reference Rate Floor Obligation and for which interest is calculated with respect to an index other than the Benchmark; (F) The stated maturity thereof; (G) The related S&P Industry Classification (H) The S&P Rating (including the source (e.g., public rating, derived from a publicly monitored rating by Moody’s, credit estimate or any other source)) and, in the case of a credit estimate, the date such credit estimate was last assigned by S&P; (I) The Market Value of each Defaulted Obligation, Current Pay Obligation and Partial PIK Loan; (J) The country of Domicile; (K) An indication as to whether each such Collateral Obligation is (1) a Senior Secured Loan, (2) a First Lien Last-Out Loan, (3) a Second Lien Loan, (4) an Unsecured Loan, (5) a Defaulted Obligation, (6) a Delayed Drawdown Collateral Obligation, (7) a Revolving Collateral Obligation, (8) a Current Pay Obligation, (9) a Fixed Rate Obligation, (10) a DIP Collateral Obligation, (11) a Cov-Lite Loan and an Eligible Cov-Lite Loan, (12) a Participation Interest, (13) a Partial PIK Loan, (14) a Discount Obligation, (15) a CCC Collateral Obligation, (16) a Senior Secured Bond, (17) a Senior Secured Floating Rate Note or (18) a Deemed Rated Obligation; (L) The S&P Recovery Rate; (M) The Exposure Amount of Revolving Collateral Obligations and Delayed Drawdown Collateral Obligation; (N) The Unsettled Amounts with respect thereto; and (O) LoanX identification or LIN # (if any). (v) If the Monthly Reports and each daily report delivered pursuant Report Determination Date occurs on or prior to Section 8.07(c) below. Without limiting the generality last day of the foregoingReinvestment Period, for each of the Investment Advisor shall timely supply any information maintained by it that limitations and tests specified in the definitions of Concentration Limitations and Collateral Agent may from time Quality Test, (1) the result, (2) the related minimum or maximum test level and (3) a determination as to time reasonably request whether such result satisfies the related test. (vi) The calculation of each of the following: (A) The Interest Coverage Ratio (and reasonably needs to complete setting forth the calculations and reports percentage required to be prepared by satisfy the Collateral Agent hereunder or Interest Coverage Test); (B) Each Overcollateralization Ratio (and setting forth the percentage required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in satisfy each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing DateOvercollateralization Ratio Test).;

Appears in 1 contract

Sources: Indenture and Security Agreement (WhiteHorse Finance, Inc.)

Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with November 2023 July 2025 (other than January, April, July and October in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Servicer, the Administrative Agent and the Collateral Agent. The Investment Advisor Servicer shall compile and provide (or cause to be provided) to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvii) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1 Borrowing Base, (vi) Class 2 Borrowing Base, (vii) Class 3 Borrowing Base, (viii) Class 4 Borrowing Base, (ix) Class 1 OC Ratio, (x) Class 2 OC Ratio, (xi) Class 3 OC Ratio, (xi) Class 4 OC Ratio, (xii) each Class Minimum OC Coverage Test, (vixiii) the Minimum OC Coverage Test, (xiv) the Collateral Quality Test, (xv) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (viixvi) balances for each of the Covered Accounts, (viiixvii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC the Interest Coverage Ratio Breach, (xi) Distribution Borrowing Base Test and (xiixviii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).Monthly

Appears in 1 contract

Sources: Revolving Credit and Security Agreement (KKR Enhanced US Direct Lending Fund-L Inc.)

Monthly. On or Commencing in May, 2017, (i) in the case of a month in which there is no Payment Date, not later than the seventh Business Day after the 10th day of such month and (ii) in the case of a month in which there is a Payment Date, one Business Day prior to the 20th calendar day of each calendar month, beginning with November 2023 (such datePayment Date, the “Monthly Reporting Date”)Borrower shall compile, the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Borrower shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral Agent information as is reasonably requested by the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and Collateral Administrator, the Administrative Agent. As used herein, the Investment Manager and each Lender (as identified by the Administrative Agent), provided that a Monthly Report Determination Date” with respect may be provided to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, party by posting such Monthly Report on the next Business Day) will be the last day of Collateral Agent’s website and providing access thereto to such calendar monthparties. The Monthly Report for a calendar month shall contain the following information and instructions with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorCollateral, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of (1) in the Monthly Report case of a month in which there is no Payment Date, the 10th day of the applicable month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such calendar month. The Payment Date: (i) With respect to the Collateral Portfolio: (1) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments; (2) the Principal Balance, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each Collateral Obligation and Eligible Investment Advisor shall cooperate with and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; (3) the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be; (4) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); and (5) whether each Collateral Obligation has been designated as a “Private Collateral Obligation” or a “Public Collateral Obligation” pursuant to the terms hereof; (ii) the nature, source and amount of any Proceeds in each of the Borrower Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of the last Monthly Report; (iii) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category of permitted sales under Section 2 of Schedule H under which it falls) and the number, identity and, if applicable, par value of Collateral acquired by the Borrower and in which the Borrower, pursuant to the Transaction Documents, has Granted an interest to the Collateral Agent in connection with since the preparation date of determination of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding last Monthly Report (or, in respect the case of the first Monthly Report, from since the Closing Initial Funding Date); (iv) (a) the identity of each Collateral Obligation which became a Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and the date on which such Collateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation that is a Defaulted Obligation as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Initial Funding Date), the date on which such Collateral Obligation became a Defaulted Obligation and the Market Value of such Defaulted Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all Defaulted Obligations; (v) the purchase or sale price of each item of Collateral acquired by the Borrower and in which the Borrower, pursuant to the Collateral Documents, has Granted an interest to the Collateral Agent and each item of Collateral sold by the Borrower, in each case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Investment Manager; (vi) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date); and (vii) such other information as the Collateral Agent, Investment Manager or the Requisite Lenders may reasonably request regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower, the Investment Manager and the Administrative Agent if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent in its records and detail any discrepancies. In the event that any discrepancy exists, the Collateral Agent and the Borrower, or the Investment Manager on behalf of the Borrower, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s records, the Monthly Report or the Collateral Agent’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement.

Appears in 1 contract

Sources: Credit Agreement (FS Energy & Power Fund)

Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with November 2023 August 2019 (other than March, June, September and December in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Servicer, the Administrative Agent and the Collateral Administrator. The Investment Advisor Servicer shall compile and provide (or cause to be provided) to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Administrator and the Administrative Agent). The Servicer shall provide (or cause to be provided) the Data File to the Collateral Agent or necessary at least three (3) Business Days prior to produce the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Administrative Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Collateral Administrator in the event of any discrepancy between the Administrative Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Administrative Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1 Borrowing Base, (vi) Class 1A Borrowing Base, (vii) Class 2 Borrowing Base, (viii) Class 3 Borrowing Base, (ix) Class 1 OC Ratio, (x) Class 1A OC Ratio, (xi) Class 2 OC Ratio, (xii) Class 3 OC Ratio, (xiii) each Class Minimum OC Coverage Test, (xiv) each Coverage Test, (vixv) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (viixvi) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixvii) such other calculations as may be mutually agreed upon by the Collateral AgentAdministrator, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Administrative Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent Administrator from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 1 contract

Sources: Revolving Credit and Security Agreement (OFS Capital Corp)

Monthly. On or Not later than two (2) Business Days prior to the 20th 15th calendar day of each calendar month, beginning with November 2023 February 2019 (other than March, June, September and December in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor Servicer shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Tranche A Borrowing Base, (vi) Tranche B Borrowing Base, (vii) Tranche C Borrowing Base, (viii) Tranche A OC Ratio, (ix) Tranche B OC Ratio, (x) Tranche C OC Ratio, (xi) each Tranche Minimum OC Coverage Test, (xii) each Coverage Test, (vixiii) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (viixiv) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixv) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).. USActive 51774144.2053776213.6-103-

Appears in 1 contract

Sources: Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)

Monthly. On or Commencing in January, 2020, (i) in the case of a month in which there is no Payment Date, not later than the seventh Business Day after the 10th day of such month and (ii) in the case of a month in which there is a Payment Date, one Business Day prior to the 20th calendar day of each calendar month, beginning with November 2023 (such datePayment Date, the “Monthly Reporting Date”)Borrower shall compile, the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Borrower shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral Agent information as is reasonably requested by the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and Collateral Administrator, the Administrative Agent. As used herein, the Investment Manager and each Lender (as identified by the Administrative Agent), provided that a Monthly Report Determination Date” with respect may be provided to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, party by posting such Monthly Report on the next Business Day) will be the last day of Collateral Agent’s website and providing access thereto to such calendar monthparties. The Monthly Report for a calendar month shall contain the following information and instructions with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorCollateral, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of (1) in the Monthly Report case of a month in which there is no Payment Date, the 10th day of the applicable month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such calendar month. The Investment Advisor shall cooperate with Payment Date: (i) With respect to the Collateral Portfolio: (1) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments, each in their respective Specified Currencies; (2) the Principal Balance, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), Domicile, Specified Currency and Obligor of each Collateral Obligation and Eligible Investment; (3) the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be; (4) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); and (5) whether each Collateral Obligation has been designated as a “Private Collateral Obligation” or a “Public Collateral Obligation” pursuant to the terms hereof; (ii) the nature, source and amount of any Proceeds in each of the Borrower Accounts (and all relevant subaccounts) including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of the last Monthly Report, each in their relevant Specified Currencies; (iii) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category of permitted sales under Section 8.1) and the number, identity and, if applicable, par value of Collateral acquired by the Borrower and in which the Borrower, pursuant to the Transaction Documents, has Granted an interest to the Collateral Agent in connection with since the preparation date of determination of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding last Monthly Report (or, in respect the case of the first Monthly Report, from since the Closing Initial Funding Date); (iv) (a) the identity of each Collateral Obligation which became a Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and the date on which such Collateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation that is a Defaulted Obligation as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Initial Funding Date), the date on which such Collateral Obligation became a Defaulted Obligation and the Market Value of such Defaulted Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all Defaulted Obligations; (v) the purchase or sale price of each item of Collateral acquired by the Borrower and in which the Borrower, pursuant to the Collateral Documents, has Granted an interest to the Collateral Agent and each item of Collateral sold by the Borrower, in each case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Investment Manager; (vi) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date); (vii) determinations made by the Calculation Agent hereunder that are not otherwise included in items (i) through (vi) above, including, without limitation, calculations with respect to the Borrowing Base, in each case as most recently identified by the Calculation Agent to the Borrower and the Collateral Administrator; and (viii) such other information as the Investment Manager, the Calculation Agent or the Requisite Lenders may reasonably request upon reasonable advance notice regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Report, the Investment Manager shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower, the Collateral Agent and the Administrative Agent if the information contained in the Monthly Report does not conform to the information maintained by the Investment Manager in its records and detail any discrepancies. In the event that any discrepancy exists, the Collateral Agent and the Borrower, or the Investment Manager on behalf of the Borrower, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s records, the Monthly Report or the Collateral Agent’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement.

Appears in 1 contract

Sources: Credit Agreement (FS Energy & Power Fund)

Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with November May 2023 (other than January, April, July and October in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Manager shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Collateral Manager and the Administrative Agent. The Investment Advisor Collateral Manager shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Collateral Manager, the Collateral Agent and the Administrative Agent). The Collateral Manager shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least five (5) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least five (5) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Collateral Manager on its behalf), re-calculate the calculations in clauses (i) through (xiv) below made by the Collateral Manager in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Collateral Manager and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) the Collateral Quality Test, (vii) for any Payment Date Report, Report completion of Priority of Payments pursuant to Section 9.01(a), (viiviii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Collateral Manager and the Administrative Agent. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the (x) Adjusted Principal Balance of each Collateral Agent from time to time, and shall be determined Loan as of the Monthly Report Determination Date for end of such calendar month. The Investment Advisor shall cooperate Business Day, (xi) the OC Ratio as of the end of such Business Day, (xii) the Borrower’s compliance with the Collateral Agent in connection with Concentration Limitations, (xiii) the preparation Loan Value of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since Loan and (xiv) the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).S&P

Appears in 1 contract

Sources: Credit Agreement (HPS Corporate Lending Fund)

Monthly. On or Commencing in August, 2019, (i) in the case of a month in which there is no Payment Date, not later than the seventh Business Day after the 10th day of such month and (ii) in the case of a month in which there is a Payment Date, one Business Day prior to the 20th calendar day of each calendar month, beginning with November 2023 (such datePayment Date, the “Monthly Reporting Date”)Borrower shall compile, the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Borrower shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral Agent information as is reasonably requested by the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and Collateral Administrator, the Administrative Agent. As used herein, the Investment Manager and each Lender (as identified by the Administrative Agent), provided that a Monthly Report Determination Date” with respect may be provided to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, party by posting such Monthly Report on the next Business Day) will be the last day of Collateral Agent's website and providing access thereto to such calendar monthparties. The Monthly Report for a calendar month shall contain the following information and instructions with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorCollateral, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of (1) in the Monthly Report case of a month in which there is no Payment Date, the 10th day of the applicable month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such calendar month. The Payment Date: (i) With respect to the Collateral Portfolio: (1) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments; (2) the Principal Balance, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each Collateral Obligation and Eligible Investment Advisor shall cooperate with and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; (3) the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be; (4) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); and (5) whether each Collateral Obligation has been designated as a “Private Collateral Obligation” or a “Public Collateral Obligation” pursuant to the terms hereof; (ii) the nature, source and amount of any Proceeds in each of the Borrower Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of the last Monthly Report; (iii) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category of permitted sales under Section 8.1) and the number, identity and, if applicable, par value of Collateral acquired by the Borrower and in which the Borrower, pursuant to the Transaction Documents, has Granted an interest to the Collateral Agent in connection with since the preparation date of determination of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding last Monthly Report (or, in respect the case of the first Monthly Report, from since the Closing Initial Funding Date); (iv) (a) the identity of each Collateral Obligation which became a Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and the date on which such Collateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation that is a Defaulted Obligation as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Initial Funding Date), the date on which such Collateral Obligation became a Defaulted Obligation and the Market Value of such Defaulted Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all Defaulted Obligations; (v) the purchase or sale price of each item of Collateral acquired by the Borrower and in which the Borrower, pursuant to the Collateral Documents, has Granted an interest to the Collateral Agent and each item of Collateral sold by the Borrower, in each case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Investment Manager; (vi) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date); and (vii) such other information as the Investment Manager, the Calculation Agent or the Requisite Lenders may reasonably request regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Report, the Investment Manager shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower, the Collateral Agent and the Administrative Agent if the information contained in the Monthly Report does not conform to the information maintained by the Investment Manager in its records and detail any discrepancies. In the event that any discrepancy exists, the Collateral Agent and the Borrower, or the Investment Manager on behalf of the Borrower, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral Agent's records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent's records, the Monthly Report or the Collateral Agent's records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement.

Appears in 1 contract

Sources: Credit Agreement (FS Investment Corp III)

Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with September 2021 (other than February, May, August and November 2023 in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Servicer and the Administrative Agent. The Investment Advisor Servicer shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1A Borrowing Base, (vi) Class 1B Borrowing Base, (vii) Class 2A Borrowing Base, (viii) Class 2B Borrowing Base, (ix) Class 3A Borrowing Base, (x) Class 3B Borrowing Base, (xi) Class 1A OC Ratio, (xii) Class 1B OC Ratio, (xiii) Class 2A OC Ratio, (xiv) Class 2B OC Ratio, (xv) Class 3A OC Ratio, (xvi) Class 3B OC Ratio, (xvii) each Class Minimum OC Coverage Test, (xviii) each Coverage Test, (vixix) the Collateral Quality Test, (xx) for any Payment Date Report, Report completion of Priority of Payments pursuant to Section 9.01(a), (viixxi) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixxii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur will be the last day of such calendar month (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Day).The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral and such other information that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder -133- In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 1 contract

Sources: Revolving Credit and Security Agreement (Barings Private Credit Corp)

Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with November 2023 January, 2025 (other than January, April, July and October in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Servicer, the Administrative Agent and the Collateral Agent. The Investment Advisor Servicer shall compile and provide (or cause to be provided) to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvii) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1 Borrowing Base, (vi) Class 2 Borrowing Base, (vii) Class 3 Borrowing Base, (viii) Class 4 Borrowing Base, (ix) Class 5 Borrowing Base, (x) Class 1 OC Ratio, (xi) Class 2 OC Ratio, (xii) Class 3 OC Ratio, (xiii) Class 4 OC Ratio, (xiv) Class 5 OC Ratio, (xv) each Class Minimum OC Coverage Test, (vixvi) the Minimum OC Coverage Test, (xvii)vi) the Interest Coverage Ratio Test, (xviii)vii) the Collateral Quality Test, (xixviii) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (viixxix) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixxix) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 1 contract

Sources: Revolving Credit and Security Agreement (KKR FS Income Trust Select)

Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with November 2023 January, 2025 (other than January, April, July and October in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Servicer, the Administrative Agent and the Collateral Agent. The Investment Advisor Servicer shall compile and provide (or cause to be provided) to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvii) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1 Borrowing Base, (vi) Class 2 Borrowing Base, (vii) Class 3 Borrowing Base, (viii) Class 4 Borrowing Base, (ix) Class 5 Borrowing Base, (x) Class 1 OC Ratio, (xi) Class 2 OC Ratio, (xii) Class 3 OC Ratio, (xiii) Class 4 OC Ratio, (xiv) Class 5 OC Ratio, (xv) each Class Minimum OC Coverage Test, (vixvi) the Minimum OC Coverage Test, (xvii) the Interest Coverage Ratio Test, (xviii) the Collateral Quality Test, (xix) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (viixx) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixxi) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 1 contract

Sources: Revolving Credit and Security Agreement (KKR FS Income Trust Select)

Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with November 2023 May 2019 (other than any month in which a Payment Date occurs) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.078.06, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Servicer, the Administrative Agent and the Collateral Agent. The Investment Advisor Servicer shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit F for the previous monthly period ending on the Monthly Report Determination Date (containing such additional information as that is reasonably requested from time to time by the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least three (3) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Collateral Agent shallshall use commercially reasonable efforts to review and, basedbased solely on the Data File provided by the Borrower (or Servicer on its behalf), confirm the calculations in partclauses (i) through (x) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof. The Collateral Agent shall review the Monthly Report to ensure that it is complete on its face and, based solely on the information provided to iton the related Data File, calculatethat the following items in such Monthly Report have been accurately calculated, if applicable, and reported: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available AmountAdvance Rate Test, (v) each Collateral Quality Test, (vi) each Coverage Test, (vivii) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing BaseInterest Collection Subaccount and Principal Collection Subaccount balances, (ix) EOD OC Ratio, completion of fields in the loan list per the form of the Monthly Report and (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations information as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such confirmation (or report showing discrepancies) from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 1 contract

Sources: Revolving Credit and Security Agreement (Pennantpark Investment Corp)

Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with November 2023 August 2019 (other than March, June, September and December in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Servicer, the Administrative Agent and the Collateral Administrator. The Investment Advisor Servicer shall compile and provide (or cause to be provided) to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Administrator and the Administrative Agent). The Servicer shall provide (or cause to be provided) the Data File to the Collateral Agent or necessary at least three (3) Business Days prior to produce the Monthly Reporting Date and, with respect to a Payment Date Report, at least three (3) Business Days prior to the Payment Date. The Administrative Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Collateral Administrator in the event of any discrepancy between the Administrative Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Administrative Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1 Borrowing Base, (vi) Class 1A Borrowing Base, (vii) Class 2 Borrowing Base, (viii) Class 3 Borrowing Base, (ix) Class 1 OC Ratio, (x) Class 1A OC Ratio, (xi) Class 2 OC Ratio, (xii) Class 3 OC Ratio, (xiii) each Class Minimum OC Coverage Test, (xiv) each Coverage Test, (vixv) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (viixvi) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixvii) such other calculations as may be mutually agreed upon by the Collateral AgentAdministrator, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Administrative Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent Administrator from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver USActive 53852035.1153852035.14.docx -112- under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 1 contract

Sources: Revolving Credit and Security Agreement (OFS Capital Corp)

Monthly. On or Commencing in January 2016, (i) in the case of a month in which there is no Payment Date, not later than the seventh (7th) Business Day prior to the 20th calendar 10th day of each calendar monthsuch month and (ii) in the case of a month in which there is a Payment Date, beginning with November 2023 (one Business Day prior to such datePayment Date, the “Monthly Reporting Date”)Issuer shall compile, the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Issuer shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral Agent information as is reasonably requested by Trustee, the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral AgentAdministrator, the Investment Advisor Manager and any Holder of the Notes and, upon written request in the form of Exhibit D attached hereto, by first class mail or electronic mail to any other Noteholder (or its designee), provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Trustee’s website and providing access thereto to such parties. Such written request from a Noteholder (or its designee) may be submitted directly to the Trustee, and the Administrative Agent. As used herein, Trustee shall forward such written request to the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar monthIssuer for processing. The Monthly Report for a calendar month shall contain the following information and instructions with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorCollateral, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of (1) in the Monthly Report case of a month in which there is no Payment Date, the 10th day of the applicable month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such calendar month. The Investment Advisor shall cooperate with Payment Date: (i) With respect to the Collateral Agent in connection with Portfolio: (A) the preparation Aggregate Principal Amount of the Monthly Reports Collateral Obligations and the Eligible Investments; (B) the Principal Balance, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each daily report delivered Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; (C) the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be; (D) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); and (E) whether each Collateral Obligation has been designated as a “Private Collateral Obligation” or a “Public Collateral Obligation” pursuant to Section 8.07(c12.2(a); (ii) below. Without limiting the generality nature, source and amount of any Proceeds in each of the foregoingIssuer Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the Investment Advisor shall timely supply date of determination of the last Monthly Report; (iii) the number, identity and, if applicable, principal amount of any information maintained by Collateral that was released for sale or other disposition (specifying the category under Article XII under which it that falls) and the number, identity and, if applicable, par value of Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared acquired by the Collateral Agent hereunder or required Issuer and in which the Issuer, pursuant to permit this Indenture, has Granted an interest to the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective Trustee since the immediately preceding date of determination of the last Monthly Report (or, in respect the case of the first Monthly Report, from since the Closing Date); (iv) (a) the identity of each Collateral Obligation which became a Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the date on which such Collateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation that is a Defaulted Obligation as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Closing Date), the date on which such Collateral Obligation became a Defaulted Obligation and the Market Value of such Defaulted Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all Defaulted Obligations; (v) the purchase or sale price of each item of Collateral acquired by the Issuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee and each item of Collateral sold by the Issuer, in each case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Issuer or the Investment Manager; (vi) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date); and (vii) such other information as the Trustee, Investment Manager or the Majority of the Noteholders may reasonably request regarding the Notes and the Collateral therefor. Upon receipt of each Monthly Report, the Trustee shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Issuer and the Investment Manager if the information contained in the Monthly Report does not conform to the information maintained by the Trustee in its records and detail any discrepancies. In the event that any discrepancy exists, the Trustee and the Issuer, or the Investment Manager on behalf of the Issuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Issuer shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Trustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Trustee’s records, the Monthly Report or the Trustee’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Indenture.

Appears in 1 contract

Sources: Indenture (FS Investment Corp III)

Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with July 2023 (other than February, May, August and November 2023 in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Servicer and the Administrative Agent. The Investment Advisor Servicer shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least five (5) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least five (5) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1A Borrowing Base, (vi) Class 1B Borrowing Base, (vii) Class 2A Borrowing Base, (viii) Class 2B Borrowing Base, (ix) Class 3A Borrowing Base, (x) Class 3B Borrowing Base, (xi) Class 4A Borrowing Base, (xii) Class 4B Borrowing Base Class, (xiii) Class 1A OC Ratio, (xiv) Class 1B OC Ratio, (xv) Class 2A OC Ratio, (xvi) Class 2B OC Ratio, (xvii) Class 3A OC Ratio, (xviii) Class 3B OC Ratio, (xix) Class 4A OC Ratio, (xx) Class 4B OC Ratio, (xxi) each Class Minimum OC Coverage Test, (xxii) each Coverage Test, (vixxiii) the Collateral Quality Test, (xxiv) for any Payment Date Report, Report completion of Priority of Payments pursuant to Section 9.01(a), (viixxv) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Accounts and (xiixxvi) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur will be the last day of such calendar month (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Day).The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral and such other information that is agreed to by the Investment AdvisorServicer, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 1 contract

Sources: Revolving Credit and Security Agreement (T. Rowe Price OHA Select Private Credit Fund)

Monthly. On or prior to Not later than fifteen (15) Business Days following the 20th last calendar day of each calendar month, beginning with November 2023 month (such date, other than the months for which a Payment Date Report is delivered) (the “Monthly Reporting Date”), the Collateral Agent Borrower shall compile and provide (or cause to be compiled and provided) to the Agents, the EquityholderCollateral Manager, the Borrower and the Lenders, a monthly report (which includes a Borrowing Base Calculation Statement prepared by the Collateral Manager and provided to the Collateral Agent for inclusion in the prior calendar month Monthly Report) (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor Borrower shall compile and provide (or cause to be compiled and provided) to the Collateral Administrative Agent information as is reasonably requested by a loan data file (the Collateral Agent or necessary to produce “Data File”) for the previous monthly period ending on the Monthly Report. The Collateral Agent shall, based, in part, on the Report Determination Date (containing such information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Borrower (or the Collateral AgentManager on its behalf), the Investment Advisor and the Administrative Agent). The Borrower shall provide (or cause to be provided) the Data File no later than fifteen (15) Business Days following the Monthly Reporting Date. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last calendar day of such the prior calendar month. For the avoidance of doubt, the first Monthly Report following the Seventh Amendment Effective Date shall be delivered on July 22, 2019 and shall be determined with respect to the Monthly Report Determination Date that is June 30, 2019. The Monthly Report for a calendar month shall be in a form reasonably acceptable to the Borrower, the Collateral Agent, the Collateral Manager and the Administrative Agent and shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to timeset forth in Schedule 2 hereto, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 1 contract

Sources: Credit and Security Agreement (Business Development Corp of America)

Monthly. On or Commencing in June 2023, one Business Day prior to the 20th calendar day of each calendar month, beginning with November 2023 (such datePayment Date, the “Monthly Reporting Date”)Borrower shall compile, the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Borrower shall then provide or make available, or cause such Monthly Report to the Collateral Agent information as is reasonably requested by the Collateral Agent be provided or necessary available to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and the Administrative Agent. As used hereinCollateral Administrator, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorManager, the Administrative Agent and each Lender, provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Collateral Agent from time Agent’s website and providing access thereto to timesuch parties. The Monthly Report shall contain the following information and instructions with respect to the Collateral, and shall be determined (or identified by the Borrower to the Collateral Administrator, as applicable) as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the related Payment Date: With respect to the Collateral Agent in connection with Portfolio: (i) the preparation Aggregate Principal Amount of the Monthly Reports Collateral Obligations and the Eligible Investments; (ii) the Principal Balance, currency, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each daily report delivered Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be; (iii) an indication as to the classification of such Collateral Obligation (i.e., first lien, etc.); and whether such Collateral Obligation has been designated as a “Private Asset” or a “Non-Private Asset” pursuant to Section 8.07(cthe terms of this Agreement; (iv) below. Without limiting the generality owner of such Collateral Obligation; (v) the nature, source and amount of any Proceeds in each of the foregoingTransaction Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the Investment Advisor shall timely supply date of determination of the last Monthly Report, all in the Specified Currencies in which such amounts are denominated; (vi) the number, identity and, if applicable, principal amount of any information maintained by Collateral that was released for sale or other disposition (specifying the category of permitted sales under which it that falls and whether such Collateral Obligation or other property is subject to a Value Adjustment Event or is an Ineligible Asset) and the number, identity and, if applicable, par value of Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared Acquired by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective Entities since the immediately preceding date of determination of the last Monthly Report (or, in respect the case of the first Monthly Report, since the Initial Credit Date); (vii) (a) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date) and the date on which such Value Adjustment Event occurred, (b) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Initial Credit Date), the date on which such Value Adjustment Event occurred and the Market Value of such Collateral Obligation as of the date of determination of the current Monthly Report and (c) the Aggregate Principal Amount of all such Collateral Obligations; (viii) the Acquisition or sale price of each item of Collateral Acquired by each Borrower Entity, in each case since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Investment Manager; (ix) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date); (x) for each Collateral Obligation in the Collateral Portfolio, a calculation of each Financial Ratio as of such date of determination and for each prior Financial Ratio Test Period, all in form and detail reasonably satisfactory to the Administrative Agent; and (xi) such other information as the Collateral Agent, Investment Manager, the Administrative Agent or the Requisite Lenders may reasonably request regarding the Loans and the Collateral therefor. With respect to the payments to be made on such Payment Date: (i) the Aggregate Principal Amount of the Collateral Obligations as of the close of business on such Determination Date, after giving effect to (A) Proceeds received on the Collateral Obligations with respect to the related Due Period and the reinvestment of such Proceeds in substitute Collateral Obligations or Eligible Investments during such Due Period and (B) the release of any Collateral Obligations during such Due Period; (ii) the aggregate outstanding principal balance of the Loans, as an aggregate Dollar figure and as a percentage of the original aggregate outstanding principal balance of the Loans at the beginning of the Due Period, the amount of principal payments to be made on the Loans on the next Payment Date, the amount of any overdue interest and the aggregate outstanding principal balance of the Loans as a Dollar figure and as a percentage of the original aggregate outstanding principal balance, in each case after giving effect to the principal payments, if any, for such Payment Date; (iii) the amount of Accrued Interest payable to the Lenders for such Payment Date (and the components thereof under Section 2.5) and the amount of Interest Proceeds and Principal Proceeds payable to the Equity Holder (in each case determined as of the related Determination Date); (iv) the amount of Principal Proceeds to be applied pursuant to clause (1) of the Principal Priority of Payments (in each case determined as of the related Determination Date); (v) the Administrative Expenses payable for such Payment Date on an itemized basis (determined as of the related Determination Date); (vi) for the Interest Collection Account: (1) the Balance on deposit in the Interest Collection Account at the end of the related Due Period, in each Specified Currency and the Balance in Dollars after the conversion under Section 6.2(a); (2) the amounts payable from the Closing Interest Collection Account (through a transfer to the Payment Account) pursuant to subclauses (1) through (9) of the Interest Priority of Payments and subclauses (1) through (6) of the Principal Priority of Payments for such Payment Date, in each case in each Specified Currency; and (3) the Balance remaining in the Interest Collection Account immediately after all payments and deposits to be made on such Payment Date (determined as of the related Determination Date); (vii) for the Principal Collection Account: (1) the Balance on deposit in the Principal Collection Account at the end of the related Due Period, in each Specified Currency and the Balance in Dollars after the conversion under Section 6.2(b); (2) the amounts, if any, payable from the Principal Collection Account (through a transfer to the Payment Account) as Interest Proceeds pursuant to the Interest Priority of Payments and as Principal Proceeds pursuant to the Principal Priority of Payments for such Payment Date (in each case determined as of the related Determination Date), in each Specified Currency; and (3) the Balance remaining in the Principal Collection Account immediately after all payments and deposits to be made on such Payment Date (determined as of the related Determination Date), in each Specified Currency; (viii) the amount of unpaid interest, if any, with respect to any Loans (in each case determined as of the related Determination Date), in each Specified Currency; (ix) the Principal Payments received during the related Due Period, in each Specified Currency; (x) the Principal Proceeds received during the related Due Period, in each Specified Currency; (xi) the Interest Proceeds received during the related Due Period, in each Specified Currency; (xii) the amounts payable pursuant to each subclause of the Interest Priority of Payments and the Principal Priority of Payments on the related Payment Date in each Specified Currency (in each case determined as of the related Determination Date); and (xiii) such other information as the Collateral Agent, Investment Manager or the Administrative Agent may reasonably request regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower and the Investment Manager if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent in its records and detail any discrepancies. If any discrepancy exists, the Collateral Agent and the Borrower, or the Investment Manager on behalf of the Borrower, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s records, the Monthly Report or the Collateral Agent’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement.

Appears in 1 contract

Sources: Credit Agreement (Kennedy Lewis Capital Co)

Monthly. On or Not later than two Business Days prior to the 20th calendar 24th day of each calendar month, beginning with November January 2023 (such date, the “Monthly Reporting Date”), the Collateral Agent Manager shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.078.06. The Investment Advisor Collateral Manager shall compile and provide to the Collateral Administrator and the Administrative Agent a loan data file (the “Data File”) for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Collateral Agent or necessary to produce Manager, the Monthly ReportCollateral Administrator and the Administrative Agent). The Collateral Manager shall provide (or cause to be provided) the Data File to the Collateral Administrator and the Administrative Agent shallat least six (6) Business Days prior to the Monthly Reporting Date. The Collateral Administrator shall use commercially reasonable efforts to review and, basedbased solely on the Data File provided by the Collateral Manager, confirm the calculations in partclauses (i) through (xii) below made by the Collateral Manager in any such Monthly Report for such calendar month, within two (2) Business Days of the receipt thereof and shall review and verify the Monthly Report to ensure that it is complete on its face and, based solely on the information provided to iton the related Data File, calculatethat the following items in such Monthly Report have been accurately calculated, if applicable, and reported: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Net Aggregate Exposure Amount, (vi) each Collateral Quality Test, (vii) each Coverage Test, (viviii) for any Payment Date Reportthe Maximum Advance Rate Default Test, (ix) Collateral Default Ratio, (x) completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Interest Collection Account, Principal Collection Account and Revolving Reserve Account balances, and (xii) such other calculations information as may be mutually agreed upon by the Collateral AgentAdministrator, the Investment Advisor Collateral Manager and the Administrative Agent. Upon receipt of such confirmation (or report showing discrepancies) by the Collateral Manager and the Administrative Agent from the Collateral Administrator, and in any event by no later than the Monthly Reporting Date, the Collateral Manager shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day 5th Business Day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to timeset forth in Schedule 2, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 1 contract

Sources: Revolving Credit and Security Agreement (Main Street Capital CORP)

Monthly. On or Commencing in June, 2017, (i) in the case of a month in which there is no Payment Date, not later than the seventh Business Day after the 10th day of such month and (ii) in the case of a month in which there is a Payment Date, one Business Day prior to the 20th calendar day of each calendar month, beginning with November 2023 (such datePayment Date, the “Monthly Reporting Date”)Borrower shall compile, the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Borrower shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral Agent information as is reasonably requested by the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and Collateral Administrator, the Administrative Agent. As used herein, the Investment Manager and each Lender (as identified by the Administrative Agent), provided that a Monthly Report Determination Date” with respect may be provided to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, party by posting such Monthly Report on the next Business Day) will be the last day of Collateral Agent’s website and providing access thereto to such calendar monthparties. The Monthly Report for a calendar month shall contain the following information and instructions with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorCollateral, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of (1) in the Monthly Report case of a month in which there is no Payment Date, the 10th day of the applicable month and (2) in the case of a month in which there is a Payment Date, the Determination Date for such calendar month. The Payment Date: (i) With respect to the Collateral Portfolio: (1) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments; (2) the Principal Balance, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each Collateral Obligation and Eligible Investment Advisor shall cooperate with and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; (3) the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be; (4) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); and (5) whether each Collateral Obligation has been designated as a “Private Collateral Obligation” or a “Public Collateral Obligation” pursuant to the terms hereof; (ii) the nature, source and amount of any Proceeds in each of the Borrower Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of the last Monthly Report; (iii) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category of permitted sales under Section 2 of Schedule H under which it falls) and the number, identity and, if applicable, par value of Collateral acquired by the Borrower and in which the Borrower, pursuant to the Transaction Documents, has Granted an interest to the Collateral Agent in connection with since the preparation date of determination of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding last Monthly Report (or, in respect the case of the first Monthly Report, from since the Closing Initial Funding Date); (iv) (a) the identity of each Collateral Obligation which became a Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and the date on which such Collateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation that is a Defaulted Obligation as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Initial Funding Date), the date on which such Collateral Obligation became a Defaulted Obligation and the Market Value of such Defaulted Obligation as of the date of determination of the current Monthly Report, and (c) the Aggregate Principal Amount of all Defaulted Obligations; (v) the purchase or sale price of each item of Collateral acquired by the Borrower and in which the Borrower, pursuant to the Collateral Documents, has Granted an interest to the Collateral Agent and each item of Collateral sold by the Borrower, in each case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Investment Manager; (vi) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Funding Date); and (vii) such other information as the Collateral Agent, Investment Manager or the Requisite Lenders may reasonably request regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower, the Investment Manager and the Administrative Agent if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent in its records and detail any discrepancies. In the event that any discrepancy exists, the Collateral Agent and the Borrower, or the Investment Manager on behalf of the Borrower, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s records, the Monthly Report or the Collateral Agent’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement.

Appears in 1 contract

Sources: Credit Agreement (FS Investment Corp II)

Monthly. On or Not later than five (5) Business Days prior to the 20th calendar 20the day of each calendar month, beginning with November 2023 January 2026 (such date, the “Monthly Reporting Date”), the Collateral Agent Manager shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.078.06. The Investment Advisor Collateral Manager shall compile and provide to the Collateral Administrator and the Administrative Agent a loan data file (the “Data File”) for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Collateral Agent or necessary to produce Manager, the Monthly ReportCollateral Administrator and the Administrative Agent). The Collateral Manager shall provide (or cause to be provided) the Data File to the Collateral Administrator and the Administrative Agent shallat least (x) seven (7) Business Days prior to the January 2026 Monthly Reporting Date and (y) eight (8) Business Days prior to any subsequent Monthly Reporting Date. The Collateral Administrator shall use commercially reasonable efforts to review and, basedbased solely on the Data File provided by the Collateral Manager, confirm the calculations in partclauses (i) through (xii) below made by the Collateral Manager in any such Monthly Report for such calendar month, within three (3) Business Days of the receipt thereof and shall review and verify the Monthly Report to ensure that it is complete on its face and, based solely on the information provided to iton the related Data File, calculatethat the following items in such Monthly Report have been accurately calculated, if applicable, and reported: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Net Aggregate Exposure Amount, (vi) each Collateral Quality Test, (vii) each Coverage Test, (viviii) for any Payment Date Reportthe Maximum Advance Rate Default Test, (ix) completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio BreachInterest Collection Account, Principal Collection Account and Revolving Reserve Account balances, and (xi) Distribution Borrowing Base and (xii) such other calculations information as may be mutually agreed upon by the Collateral AgentAdministrator, the Investment Advisor Collateral Manager and the Administrative AgentAgent prior to the Closing Date. Upon receipt of such confirmation (or report showing discrepancies) by the Collateral Manager and the Administrative Agent from the Collateral Administrator, and in any event by no later than the Monthly Reporting Date, the Collateral Manager shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report not later than five (5) Business Days prior to such Payment Date. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar monththe most recently completed Collection Period. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to timeset forth in Schedule 2, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification Modification, to the knowledge of the Borrower, that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 1 contract

Sources: Revolving Credit and Security Agreement (Apollo Debt Solutions BDC)

Monthly. On or prior to Not later than eight (8) Business Days following the 20th twentieth (20th) calendar day of each calendar monthmonth (other than January, beginning with November 2023 April, July, and October in each year) (such datetwentieth calendar day, the “Monthly Reporting Date”), the Collateral Agent Borrower shall compile and provide (or cause to be compiled and provided) to the Agents, the Equityholder, the Borrower Administrative Agent and the Lenders, Collateral Manager a monthly report (which includes a Borrowing Base Calculation Statement prepared by the Collateral Manager and provided to the Collateral Agent for inclusion in the prior calendar month Monthly Report) (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor Borrower shall compile and provide (or cause to be compiled and provided) to the Collateral Administrative Agent information as is reasonably requested by a loan data file (the Collateral Agent or necessary to produce “Data File”) for the previous monthly period ending on the Monthly Report. The Collateral Agent shall, based, in part, on the Report Determination Date (containing such information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Borrower (or the Collateral AgentManager on its behalf), the Investment Advisor and the Administrative Agent). The Borrower shall provide (or cause to be provided) the Data File no later than eight (8) Business Days following the Monthly Reporting Date. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last fifteenth day of such the prior calendar month. The first Monthly Report shall be delivered on July 1, 2015 and shall be determined with respect to the Monthly Report Determination Date that is June 15, 2015. The Monthly Report for a calendar month shall be in a form reasonably acceptable to the Borrower, the Collateral Administrator, the Collateral Manager and the Administrative Agent (it being understood that the form used under the Existing Credit Agreement immediately prior to the Closing Date shall be deemed to be acceptable) and shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to timeset forth in Schedule 2 hereto, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 1 contract

Sources: Credit and Security Agreement (FS Investment Corp II)

Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with November May 2023 (other than January, April, July and October in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Manager shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Collateral Manager and the Administrative Agent. The Investment Advisor Collateral Manager shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Collateral Manager, the Collateral Agent and the Administrative Agent). The Collateral Manager shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least five (5) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least five (5) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Collateral Manager on its behalf), re-calculate the calculations in clauses (i) through (xiv) below made by the Collateral Manager in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Collateral Manager and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) the Collateral Quality Test, (vii) for any Payment Date Report, Report completion of Priority of Payments pursuant to Section 9.01(a), (viiviii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Collateral Manager and the Administrative AgentAgent and (x) Adjusted Principal Balance of each Collateral Loan as of the end of such Business Day, (xi) the OC Ratio as of the end of such Business Day, (xii) the Borrower’s compliance with the Concentration Limitations, (xiii) the Loan Value of each Collateral Loan, and (xiv) the S&P Rating and ▇▇▇▇▇’▇ Rating of each Collateral Loan and/or the Obligor thereunder (if applicable). Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Collateral Manager shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur will be the last day of such calendar month (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Day).The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral and such other information that is agreed to by the Investment AdvisorCollateral Manager, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 1 contract

Sources: Credit Agreement (HPS Corporate Lending Fund)

Monthly. On or Commencing in June 2023, one Business Day prior to the 20th calendar day of each calendar month, beginning with November 2023 (such datePayment Date, the “Monthly Reporting Date”)Borrower shall compile, the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Borrower shall then provide or make available, or cause such Monthly Report to the Collateral Agent information as is reasonably requested by the Collateral Agent be provided or necessary available to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and the Administrative Agent. As used hereinCollateral Administrator, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorManager, the Administrative Agent and each Lender, provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Collateral Agent from time Agent’s website and providing access thereto to timesuch parties. The Monthly Report shall contain the following information and instructions with respect to the Collateral, and shall be determined (or identified by the Borrower to the Collateral Administrator, as applicable) as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the related Payment Date: With respect to the Collateral Agent in connection with Portfolio: (i) the preparation Aggregate Principal Amount of the Monthly Reports Collateral Obligations and the Eligible Investments; (ii) the Principal Balance, currency, annual interest rate (including the basis for such rate), maturity date (including the later date if such maturity date is extended), issuer of each daily report delivered Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be; (iii) an indication as to the classification of such Collateral Obligation (i.e., first lien, etc.); and whether such Collateral Obligation has been designated as a “Private Asset” or a “Non-Private Asset” pursuant to Section 8.07(cthe terms of this Agreement; (iv) below. Without limiting the generality owner of such Collateral Obligation; (v) the nature, source and amount of any Proceeds in each of the foregoingTransaction Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the Investment Advisor shall timely supply date of determination of the last Monthly Report; (vi) the number, identity and, if applicable, principal amount of any information maintained by Collateral that was released for sale or other disposition (specifying the category of permitted sales under which it that falls and whether such Collateral Obligation or other property is subject to a Value Adjustment Event or is an Ineligible Asset) and the number, identity and, if applicable, par value of Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared Acquired by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective Entities since the immediately preceding date of determination of the last Monthly Report (or, in respect the case of the first Monthly Report, since the Initial Credit Date); (vii) (a) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date) and the date on which such Value Adjustment Event occurred, (b) the identity of each Collateral Obligation as to which a Value Adjustment Event has occurred as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Initial Credit Date), the date on which such Value Adjustment Event occurred and the Market Value of such Collateral Obligation as of the date of determination of the current Monthly Report and (c) the Aggregate Principal Amount of all such Collateral Obligations; (viii) the Acquisition or sale price of each item of Collateral Acquired by each Borrower Entity, in each case since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Investment Manager; (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Date); (x) for each Collateral Obligation in the Collateral Portfolio, a calculation of each Financial Ratio as of such date of determination and for each prior Financial Ratio Test Period, all in form and detail reasonably satisfactory to the Administrative Agent; and (xi) such other information as the Collateral Agent, Investment Manager, the Administrative Agent or the Requisite Lenders may reasonably request regarding the Loans and the Collateral therefor. With respect to the payments to be made on such Payment Date: (i) the Aggregate Principal Amount of the Collateral Obligations as of the close of business on such Determination Date, after giving effect to (A) Proceeds received on the Collateral Obligations with respect to the related Due Period and the reinvestment of such Proceeds in substitute Collateral Obligations or Eligible Investments during such Due Period and (B) the release of any Collateral Obligations during such Due Period; (ii) the aggregate outstanding principal balance of the Loans, as an aggregate Dollar figure and as a percentage of the original aggregate outstanding principal balance of the Loans at the beginning of the Due Period, the amount of principal payments to be made on the Loans on the next Payment Date, the amount of any overdue interest and the aggregate outstanding principal balance of the Loans as a Dollar figure and as a percentage of the original aggregate outstanding principal balance, in each case after giving effect to the principal payments, if any, for such Payment Date; (iii) the amount of Accrued Interest payable to the Lenders for such Payment Date (and the components thereof under Section 2.5) and the amount of Interest Proceeds and Principal Proceeds payable to the Equity Holder (in each case determined as of the related Determination Date); (iv) the amount of Principal Proceeds to be applied pursuant to clause (1) of the Principal Priority of Payments (in each case determined as of the related Determination Date); (v) the Administrative Expenses payable for such Payment Date on an itemized basis (determined as of the related Determination Date); (vi) for the Interest Collection Account: (1) the Balance on deposit in the Interest Collection Account at the end of the related Due Period, in each Specified Currency; (2) the amounts payable from the Closing Interest Collection Account (through a transfer to the Payment Account) pursuant to subclauses (1) through (9) of the Interest Priority of Payments and subclauses (1) through (6) of the Principal Priority of Payments for such Payment Date, in each case in each Specified Currency; and (3) the Balance remaining in the Interest Collection Account immediately after all payments and deposits to be made on such Payment Date (determined as of the related Determination Date); (vii) for the Principal Collection Account: (1) the Balance on deposit in the Principal Collection Account at the end of the related Due Period, in each Specified Currency; (2) the amounts, if any, payable from the Principal Collection Account (through a transfer to the Payment Account) as Interest Proceeds pursuant to the Interest Priority of Payments and as Principal Proceeds pursuant to the Principal Priority of Payments for such Payment Date (in each case determined as of the related Determination Date), in each Specified Currency; and (3) the Balance remaining in the Principal Collection Account immediately after all payments and deposits to be made on such Payment Date (determined as of the related Determination Date), in each Specified Currency; (viii) the amount of unpaid interest, if any, with respect to any Loans (in each case determined as of the related Determination Date), in each Specified Currency; (ix) the Principal Payments received during the related Due Period, in each Specified Currency; (x) the Principal Proceeds received during the related Due Period, in each Specified Currency; (xi) the Interest Proceeds received during the related Due Period, in each Specified Currency; (xii) the amounts payable pursuant to each subclause of the Interest Priority of Payments and the Principal Priority of Payments on the related Payment Date in each Specified Currency (in each case determined as of the related Determination Date); and (xiii) such other information as the Collateral Agent, Investment Manager or the Administrative Agent may reasonably request regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Borrower and the Investment Manager if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent in its records and detail any discrepancies. If any discrepancy exists, the Collateral Agent and the Borrower, or the Investment Manager on behalf of the Borrower, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral Agent’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s records, the Monthly Report or the Collateral Agent’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Agreement.

Appears in 1 contract

Sources: Credit Agreement (Kennedy Lewis Capital Co)

Monthly. On or prior to Not later than the 20th 15th calendar day of each calendar month, beginning with November 2023 (such date, the “Monthly Reporting Date”), the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor shall provide to the Collateral Agent information as is reasonably requested by the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and the Administrative Agent. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next succeeding Business Day) of each calendar month (other than a month in which a Payment Date occurs) and commencing June 2025, the Issuer shall compile and make available (or cause to be compiled and made available) to the Rating Agency, the Collateral Trustee, the Loan Agent the Portfolio Manager, the Placement Agents, the Structuring Agents and, upon written instructions (which may be in the form of standing instructions) from the Portfolio Manager with all appropriate contact information, the CLO Information Service and, upon written request therefor, to any Holder and, upon written notice to the Collateral Trustee in the form of Exhibit D, any Certifying Person, a monthly report on a trade date basis (each such report a "Monthly Report"). As used herein, the "Monthly Report Determination Date" with respect to any calendar month will be the last day Business Day of the month prior to such calendar monthmonth (other than a month in which a Quarterly Payment Date occurs). The Monthly Report for a calendar month shall contain the following information with respect to the Collateral Assets Obligations and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to timeAssets, and shall be determined as of the Monthly Report Determination Date for such calendar month. : (i) Aggregate Principal Balance of Collateral Obligations and Eligible Investments representing Principal Proceeds. (ii) Adjusted Collateral Principal Amount of Collateral Obligations. (iii) Collateral Principal Amount of Collateral Obligations. (iv) A list of Collateral Obligations, including, with respect to each such Collateral Obligation, the following information: (A) The Investment Advisor shall cooperate Obligor thereon (including the issuer ticker, if any); (B) The CUSIP or security identifier thereof; (C) The LoanX ID thereof; (D) The Principal Balance thereof (other than any accrued interest that was purchased with Principal Proceeds (but excluding any capitalized interest)); (E) The percentage of the aggregate Collateral Principal Amount represented by such Collateral Obligation; (F) The related interest rate or spread; (G) The Reference Rate floor, if any (as provided by or confirmed with the Portfolio Manager); (H) The stated maturity thereof; (I) The related S&P Industry Classification; (J) The S&P Rating, unless such rating is based on a credit estimate unpublished by S&P or such rating is a confidential rating or a private rating by S&P; (K) The country of Domicile; (L) An indication as to whether each such Collateral Agent Obligation is (1) a Senior Secured Loan, (2) a Second Lien Loan, (3) an Unsecured Loan, (4) a Participation Interest (indicating the related Selling Institution and its ratings by the Rating Agency), (5) a Delayed Drawdown Collateral Obligation, (6) a Revolving Collateral Obligation, (7) a Fixed Rate Obligation, (8) a Current Pay Obligation, (9) a DIP Collateral Obligation, (10) a Discount Obligation, (11) a Discount Obligation purchased in connection the manner described in clause (y) of the proviso to the definition "Discount Obligation", (12) a Bridge Loan, (13) a Cov-Lite Loan, (14) a Long- Dated Obligation, (15) a Deferrable Obligation, (16) a First Lien Last Out Loan, (17) a Purchased Defaulted Obligation, (18) a Permitted Non-Loan Asset and (19) a Recurring Revenue Loan; (M) 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" based on the information provided by the Portfolio Manager; (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 preparation limitations described in clause (y) of the proviso to the definition of Discount Obligation; (N) [Reserved]; (O) The S&P Recovery Rate; (P) The Market Value of such Collateral Obligation; (Q) The purchase price (as a percentage of par) of such Collateral Obligation; and (R) The payment frequency of such Collateral Obligation. (v) If the Monthly Reports Report Determination Date occurs on or after the Effective Date and each daily report delivered pursuant on or prior to Section 8.07(c) below. Without limiting Maturity (including after the generality last day of the foregoingReinvestment Period), for each of the limitations and tests specified in the definitions of Concentration Limitations and Collateral Quality Test, (1) the result, (2) the related minimum or maximum test level 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); and (B) Each Overcollateralization Ratio (and setting forth the percentage required to satisfy each Overcollateralization Ratio Test). (vii) The calculation specified in Section 5.1(g). (viii) For each Account, (A) the name of the financial institution that holds such account, (B) the applicable ratings from S&P required under Section 10.1 for such institution and (C) 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 Investment Advisor shall timely supply any information maintained by it that amount of Interest Proceeds received from the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since date of determination of the immediately preceding Monthly Report, and the ending Balance for the current Measurement Date: (A) Interest Proceeds from Collateral Obligations; and (B) Interest Proceeds from Eligible Investments. (x) Purchases, principal payments, and sales: (A) The identity, Principal Balance (other than any accrued interest that was purchased with Principal Proceeds (but excluding any capitalized interest)), Principal Proceeds and Interest Proceeds received, and date for (X) each Collateral Obligation that was released for sale or other disposition pursuant to Section 12.1 since the last Monthly Report Determination Date and (orY) each redemption or prepayment of a Collateral Obligation, and in respect the case of (X), whether such Collateral Obligation was a Credit Risk Obligation or a Credit Improved Obligation, and whether the sale of such Collateral Obligation was a discretionary sale and whether such sale of a Collateral Obligation was to an Affiliate of the first Portfolio Manager (as provided by the Portfolio Manager); (B) The identity, Principal Balance (other than any accrued interest that was purchased with Principal Proceeds (but excluding any capitalized interest)), and Principal Proceeds and Interest Proceeds expended to acquire each Collateral Obligation acquired pursuant to Section 12.2 since the last Monthly Report Determination Date and whether such Collateral Obligation was obtained through a purchase from an Affiliate of the Portfolio Manager (as provided by the Portfolio Manager); and (C) Following the Reinvestment Period, with respect to each Prepaid Obligation and each Credit Risk Obligation sold since the prior Monthly Report, its stated maturity. (xi) The identity of each Defaulted Obligation, the S&P Collateral Value and 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 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 identity of each Restructured Loan, Workout Loan and Workout Security and the stated maturity of each Restructured Loan, Workout Loan and Workout Security. (xvi) The Aggregate Principal Balance, measured cumulatively from the Closing DateDate onward, of all Collateral Obligations that would have been acquired through a Distressed Exchange but for the operation of the second proviso in the definition of Distressed Exchange. (xvii) The Weighted Average Floating Spread. (xviii) Whether any Trading Plans were entered into since the last Monthly Report Determination Date and the identity of any Assets acquired and/or disposed of in connection with each such Trading Plan. (xix) For each Eligible Investment, the Obligor, credit rating, and maturity date. (xx) Such other information as any Rating Agency or the Portfolio Manager may reasonably request. (xxi) A list of any Credit Amendments effected since the last Monthly Report Determination Date and the Aggregate Principal Balance of all Assets that have been the subject of Credit Amendments since the Closing Date (as provided by the Portfolio Manager). (xxii) If a deposit is made into the Collection Account pursuant to Section 10.3(c), the Target Initial Par Balance as of the date specified in Section 10.3(c). (xxiii) With respect to any debt obligation received pursuant to an Exchange Transaction, (a) the identity and aggregate principal amount of the obligations received and exchanged in such Exchange Transaction, (b) the percentage of the Collateral Principal Amount consisting of Collateral Obligations that are subject to an Exchange Transaction and (c) the percentage of the Target Initial Par Amount consisting of Collateral Obligations that are and have been subject to an Exchange Transaction since the Closing Date. (xxiv) [Reserved]. (xxv) The results of the S&P CDO Monitor Test (with a statement as to whether it is passing or failing), including, in addition to the information set forth in clause (xxvi) below, the Class Default Differential for the Highest Ranking S&P Class and the characteristics of the Current Portfolio. In addition, prior to the Effective Date and together with each Monthly Report, the Issuer shall provide to S&P the Excel Default Model Input File, which shall include the LoanX identifications of any Collateral Obligations, at ▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. (xxvi) The following information (with the terms used in clauses (A) through (I) below having the meanings assigned thereto in Schedule 2 hereto). (A) S&P CDO Monitor Adjusted BDR; (B) S&P CDO Monitor BDR; (C) S&P CDO Monitor SDR; (D) S&P Default Rate Dispersion; (E) S&P Weighted Average Rating Factor; (F) S&P Industry Diversity Measure; (G) S&P Obligor Diversity Measure; (H) S&P Regional Diversity Measure; and (I) S&P Weighted Average Life. (xxvii) The Aggregate Principal Balance of all Senior Secured Loans owned by the Issuer. (xxviii) The Aggregate Principal Balance of all Cov-Lite Loans. Upon receipt of each Monthly Report, the Collateral Trustee (if not the same Person as the Collateral Administrator) shall compare the information contained in such Monthly Report to the information contained in its records with respect to the Assets and shall, within three Business Days after receipt of such Monthly Report, notify the Issuer, the Collateral Administrator, the Rating Agency and the Portfolio Manager if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Trustee with respect to the Assets. In the event that any discrepancy exists, the Collateral Trustee and the Issuer, or the Portfolio Manager on behalf of the Issuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Collateral Trustee shall within five Business Days notify the Portfolio Manager who shall, on behalf of the Issuer, request that the Independent accountants appointed by the Issuer pursuant to Section 10.9 perform the agreed-upon procedures on such Monthly Report and the Collateral Trustee's and/or the Collateral Administrator's records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Trustee's records, the Monthly Report or the Portfolio Manager's, the Collateral Trustee's and/or the Collateral Administrator's records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Indenture and notice of any error in the Monthly Report shall be sent as soon as practicable by the Issuer to all recipients of such report which may be accomplished by making a notation of such error in the subsequent Monthly Report.

Appears in 1 contract

Sources: Indenture and Security Agreement (FS KKR Capital Corp)

Monthly. On or prior to Commencing in September 2023, not later than the 20th calendar day 12th Business Day after the end of each calendar such month, beginning with November 2023 the Issuer (such dateor the Investment Manager on its behalf) shall compile, the “Monthly Reporting Date”), the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenderscompiled, a monthly report for (the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor and the Issuer shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral Agent information as is reasonably requested by Trustee, the Liquidation Agent, and the Collateral Agent Administrator and, upon written request in the form of Exhibit D attached hereto, the Trustee shall deliver the same by first class mail or necessary electronic mail to produce the any other Noteholder (or its designee), provided that a Monthly Report. The Collateral Agent shall, based, in part, Report may be provided to any such party by posting such Monthly Report on the information provided Trustee’s website and providing access thereto to it, calculate: such parties. Such written request from a Noteholder (ior its designee) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by submitted directly to the Collateral AgentTrustee, the Investment Advisor and the Administrative Agent. As used herein, Trustee shall forward such written request to the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar monthIssuer for processing. The Monthly Report for a calendar month shall contain the following information and instructions with respect to the Collateral Assets and Eligible Investments included in the Collateral that is agreed to by the Investment AdvisorCollateral, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date occurring immediately prior to the date of such Monthly Report: (i) With respect to the Collateral Portfolio: (A) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments; (B) the Principal Balance, annual interest rate (including the basis for such calendar month. The rate), maturity date (including the later date if such maturity date is extended), issuer of each Collateral Obligation and Eligible Investment Advisor shall cooperate with and where the issuer of each Collateral Agent Obligation and Eligible Investment is organized, as the case may be; (C) the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be; and (D) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); (ii) the nature, source and amount of any Proceeds in connection with the preparation each of the Issuer Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received since the date of determination of the last Monthly Reports Report; (iii) the number, identity and, if applicable, principal amount of any Collateral that was released for sale or other disposition (specifying the category under Article XII under which it falls) and each daily report delivered the number, identity and, if applicable, par value of Collateral acquired by the Issuer and in which the Issuer, pursuant to Section 8.07(c) below. Without limiting this Indenture, has Granted an interest to the generality Trustee since the date of determination of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset that constitutes a Material Modification that became effective since the immediately preceding last Monthly Report (or, in respect the case of the first Monthly Report, from since the Closing Date); (iv) (a) the identity of each Collateral Obligation which became a Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the date on which such Collateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation that is a Defaulted Obligation as of the date of determination of the current Monthly Report (or, in the case of the first Monthly Report, as of the Closing Date) and the date on which such Collateral Obligation became a Defaulted Obligation, and (c) the Aggregate Principal Amount of all Defaulted Obligations; (v) the purchase or sale price of each item of Collateral acquired by the Issuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee and each item of Collateral sold by the Issuer, in each case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Issuer or the Investment Manager; (vi) (A) the identity and Principal Balance of each Collateral Obligation that was upgraded or downgraded since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date) and (B) the Aggregate Principal Amount of Collateral Obligations that were (1) upgraded and (2) downgraded, respectively since the most recent Monthly Report (or, in the case of the first Monthly Report, since the Closing Date); and (vii) such other information as the Trustee, Investment Manager or the Majority of the Noteholders may reasonably request regarding the Notes and the Collateral therefor. Upon receipt of each Monthly Report, the Trustee shall compare the information contained therein to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Issuer and the Investment Manager if the information contained in the Monthly Report does not conform to the information maintained by the Trustee in its records and detail any discrepancies. In the event that any discrepancy exists, the Trustee and the Issuer, or the Investment Manager on behalf of the Issuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Issuer shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Trustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Trustee’s records, the Monthly Report or the Trustee’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Indenture.

Appears in 1 contract

Sources: Indenture (FS Energy & Power Fund)

Monthly. On or Not later than two (2) Business Days prior to the 20th calendar day of each calendar month, beginning with November May 2023 (other than January, April, July and October in each year) (such date, the “Monthly Reporting Date”), the Collateral Agent Manager shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07, which Monthly Report may be amended, modified or otherwise supplemented from time to time with the consent of the Collateral Manager and the Administrative Agent. The Investment Advisor Collateral Manager shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Collateral Manager, the Collateral Agent and the Administrative Agent). The Collateral Manager shall provide (or necessary cause to produce be provided) the Data File to the Collateral Agent at least five (5) Business Days prior to the Monthly Reporting Date and, with respect to a Payment Date Report, at least five (5) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Collateral Manager on its behalf), re-calculate the calculations in clauses (i) through (xiv) below made by the Collateral Manager in any such Monthly Report or Payment Date Report, as applicable, for such calendar month, within two (2) Business Days of the receipt thereof and notify the Collateral Manager and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Monthly Report and Payment Date Report. The Collateral Agent shall, based, in part, on shall re-calculate pursuant to the information provided to it, calculatepreceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) the Collateral Quality Test, (vii) for any Payment Date Report, Report completion of Priority of Payments pursuant to Section 9.01(a), (viiviii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor Collateral Manager and the Administrative AgentAgent and (x) Adjusted Principal Balance of each Collateral Loan as of the end of such Business Day, (xi) the OC Ratio as of the end of such Business Day, (xii) the Borrower’s compliance with the Concentration Limitations, (xiii) the Loan Value of each Collateral Loan and (xiv) the S&P Rating and ▇▇▇▇▇’▇ Rating of each Collateral Loan and/or the Obligor thereunder (if applicable). Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Monthly Reporting Date, the Collateral Manager shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur will be the last day of such calendar month (or, if such day is not a Business Day, the next Business Day) will be the last day of such calendar month. The Day).The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral and such other information that is agreed to by the Investment AdvisorCollateral Manager, the Administrative Agent and the Collateral Agent from time to time, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 1 contract

Sources: Credit Agreement (HPS Corporate Lending Fund)

Monthly. On or prior to Not later than the 20th calendar 15th day of each calendar month, beginning with November 2023 (such date, the “Monthly Reporting Date”), the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor shall provide to the Collateral Agent information as is reasonably requested by the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and the Administrative Agent. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next succeeding Business Day) will be the last day of such each calendar month, excluding each month in which a Distribution Date occurs, commencing in February, 2022, the Issuer shall compile and make available (or cause to be compiled and made available) (including, at the election of the Issuer, via appropriate electronic means acceptable to each recipient) to each Rating Agency, the Trustee, the Portfolio Manager, the Placement Agent and, upon written request therefor, to any Holder shown on the Register and, upon written notice to the Trustee in the form of Exhibit D, any beneficial owner of Notes, a monthly report (each a “Monthly Report”) determined as of the eighth Business Day preceding the applicable delivery date. The Monthly Report for a calendar month shall contain the following information with respect to the Collateral Assets Obligations and Eligible Investments included in the Assets (based, in part, on information provided by the Portfolio Manager): (i) Aggregate Principal Balance of Collateral Obligations and Eligible Investments representing Principal Proceeds. (ii) Adjusted Collateral Principal Amount of Collateral Obligations. (iii) Collateral Principal Amount of Collateral Obligations. (iv) A list of Collateral Obligations, including, with respect to each such Collateral Obligation, the following detailed information: (A) The obligor thereon (including the issuer ticker, if any); (B) The LoanX ID, CUSIP or security identifier thereof; (C) The Principal Balance thereof (other than any accrued interest that was purchased with Principal Proceeds (but noting any capitalized interest)); (D) The percentage of the aggregate Collateral Principal Amount represented by such Collateral Obligation; (E) The related interest rate or spread (excluding, in the case where such Collateral Obligation is a Reference Rate Floor Obligation, the effect of any specified “floor” rate per annum related thereto); (F) The stated maturity thereof; (G) [Reserved]; (H) The related Fitch Industry Classification; (I) [Reserved]; (J) The Fitch Rating, unless such rating is based on a credit opinion unpublished by Fitch or such rating is a confidential rating or a private rating by Fitch; (K) The country of Domicile; (L) An indication as to whether each such Collateral Obligation is (1) a Defaulted Obligation, (2) a Delayed Drawdown Collateral Obligation, (3) a Revolving Collateral Obligation, (4) a Senior Secured Loan or Second Lien Loan, (5) a floating rate Collateral Obligation, (6) a Participation Interest (indicating the related Selling Institution and its ratings by each Rating Agency), (7) a Deferrable Security, (8) a Partial Deferrable Security (9) a Current Pay Obligation, (10) a DIP Collateral Obligation, (11) convertible into or exchangeable for equity securities, (12) a Discount Obligation (including its purchase price and purchase yield in the case of a fixed rate Collateral Obligation), (13) a Cov-Lite Loan, (14) a Swapped Non-Discount Obligation, (15) a First-Lien Last-Out Loan, or (16) a Purchased Defaulted Obligation; (M) Based solely on information provided by the Portfolio Manager, with respect to each Collateral Obligation that is agreed a Discount Obligation purchased in the manner described in the last paragraph of the definition of “Discount Obligation”: (1) 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; (2) 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 (3) 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 the first proviso in the last paragraph of the definition of “Discount Obligation”; (N) [Reserved]; (O) Whether such Collateral Obligation is a Reference Rate Floor Obligation and the specified “floor” rate per annum related thereto as specified by the Investment Advisor, the Administrative Agent Portfolio Manager; (P) The purchase price and the Market Value of such Collateral Agent from time to timeObligation, if such Market Value was calculated based on a bid price determined by a loan pricing service, and shall be determined the name of such loan pricing service (including such disclaimer language as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent a loan pricing service may from time to time reasonably request require, as provided by the Portfolio Manager to the Trustee and reasonably needs the Collateral Administrator); and (Q) Whether such Collateral Obligation is settled or unsettled. (v) For each of the limitations and tests specified in the definitions of Concentration Limitations and Collateral Quality Test, (1) the result, (2) the related minimum or maximum test level and (3) a determination as to complete whether such result satisfies the calculations related test. (vi) The Fitch Rating Reporting Items. (vii) The Fitch Rating Factor, if publicly available. (viii) The Fitch Recovery Rate, if publicly available (including the applicable Fitch recovery rating and reports Fitch recovery rate in accordance with the definition of “Fitch Recovery Rate”). (ix) As provided by the Portfolio Manager, the total number of (and related dates of) any Aggregated Reinvestments occurring since the date of determination of the immediately preceding Monthly Report, the identity of each Collateral Obligation that was subject to Aggregated Reinvestments and the percentage of the Collateral Principal Amount consisting of such Collateral Obligations that were subject to Aggregated Reinvestments. (x) The calculation of each of the following: (A) Each Interest Coverage Ratio (and setting forth each related Required Coverage Ratio); (B) Each Overcollateralization Ratio (and setting forth each related Required Coverage Ratio); (C) The Reinvestment Overcollateralization Test (and setting forth the required test level); and (D) The ratio set forth in Section 5.1(g). (xi) For each Account, a schedule showing the beginning balance, each credit or debit specifying the nature, source and amount, and the ending balance. (xii) For the Contribution Account, a schedule showing the amount of Contributions since the previous Monthly Report and whether any such Contribution is a Cure Contribution. (xiii) 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 Obligations; and (B) Interest Proceeds from Eligible Investments. (xiv) Purchases, prepayments and sales (in the case of each of clause (A)(7) and clause (B)(5) below, to be prepared based solely on information provided by the Collateral Agent hereunder Portfolio Manager): (A) The (1) identity, (2) purchase price, (3) purchase date, (4) sale price, (5) Principal Balance (other than any accrued interest that was purchased with Principal Proceeds (but noting any capitalized interest)) and purchase price paid, (6) sale proceeds received (and whether Principal Proceeds or required to permit Interest Proceeds), (7) gain (excess of the Collateral Agent to perform its obligations hereunder In additionPrincipal Proceeds received over purchase price paid), (8) loss (excess of the Borrower shall provide purchase price paid over the Principal Proceeds received) and (or cause to be provided9) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document the date for (X) each Collateral Asset Obligation that constitutes a Material Modification that became effective was released for sale or disposition pursuant to Section 12.1 or prepaid since the date of determination of the immediately preceding Monthly Report and (orY) each prepayment, repayment at maturity or redemption of a Collateral Obligation, and in respect the case of (X), whether such Collateral Obligation was a Credit Risk Obligation, Defaulted Obligation or a Credit Improved Obligation, whether the sale of such Collateral Obligation was a discretionary sale and whether such sale of a Collateral Obligation was to an Affiliate of the first Portfolio Manager; and (B) The (1) identity, (2) purchase date, (3) Principal Balance (other than any accrued interest that was purchased with Principal Proceeds (but noting any capitalized interest)), (4) the purchase price paid (and whether Principal Proceeds or Interest Proceeds were expended to acquire such Collateral Obligation) and (5) excess, as applicable, of the purchase price over the Principal Balance or of the Principal Balance over the purchase price of each Collateral Obligation acquired pursuant to Section 12.2 since the date of determination of the immediately preceding Monthly Report and whether such Collateral Obligation was obtained through a purchase from an Affiliate of the Portfolio Manager; (xv) The identity of each Defaulted Obligation, the Fitch Collateral Value and Market Value of each such Defaulted Obligation and date of default thereof. (xvi) The identity of each Collateral Obligation with a Fitch Rating of “CCC+” or below and the Market Value of each such Collateral Obligation. (xvii) The identity of each Collateral Obligation with a Fitch Rating of “CCC+” or below (if publicly available) and the Market Value of each such Collateral Obligation. (xviii) The identity of each Deferring Security, the Fitch Collateral Value and the Market Value of each Deferring Security, and the date on which interest was last paid in full in Cash thereon. (xix) A list of Eligible Investments, including, with respect to each such Eligible Investment, the obligor thereon and the Principal Balance thereof. (xx) For any Collateral Obligation, whether the rating of such Collateral Obligation has been upgraded, downgraded or put on credit watch by any Rating Agency since the date of determination of the immediately preceding Monthly Report and such old and new rating. (xxi) The identity of each Current Pay Obligation, the Market Value of each such Current Pay Obligation, the percentage of the Collateral Principal Amount comprised of Current Pay Obligations, the portfolio limitation for Current Pay Obligations expressed as a percentage of the Collateral Principal Amount and whether such limitation is satisfied. (xxii) The Market Value of each Collateral Obligation for which a Market Value was required to be calculated pursuant to the terms of this Indenture. (xxiii) The identity and Aggregate Principal Balance of Collateral Obligations that were sold to the Portfolio Manager or an Affiliate thereof. (xxiv) The ▇▇▇▇▇’▇ Equivalent Weighted Average Rating Factor, to the extent the related Fitch Rating with respect to each Collateral Obligation is available. (xxv) With respect to a Deferrable Security or Partial Deferrable Security, that portion of deferred or capitalized interest that remains unpaid and is included in the calculation of the Principal Balance of such Deferrable Security or Partial Deferrable Security. (xxvi) The total number of (and related dates of) any Aggregated Reinvestment occurring during such month, the identity of each Collateral Obligation that was subject to an Aggregated Reinvestment, and the percentage of the Collateral Principal Amount consisting of such Collateral Obligations that were subject to Aggregated Reinvestments. (xxvii) The identity of each Collateral Obligation that is the subject of a binding commitment to purchase that has not yet been settled (including the identity of each Collateral Obligation for which the expected settlement date is after the expiration of the Reinvestment Period). (xxviii) The identity of any Collateral Obligation for which a Maturity Amendment was executed. (xxix) For each Monthly Report delivered after the expiration of the Reinvestment Period (x) the identity and weighted average maturity of each Collateral Obligation with respect to which Principal Proceeds were received and reinvested and (y) the identity and weighted average maturity of the Collateral Obligation purchased with such Principal Proceeds. (xxx) With respect to any Swapped Non-Discount Obligation, (a) the identity, aggregate proceeds and aggregate principal amount of the purchased and sold Collateral Obligation, (b) the sale price and purchase price of the Swapped Non-Discount Obligations, (c) the percentage of the Refinancing Date Par Amount consisting of Swapped Non-Discount Obligations since the Refinancing Date and (d) the Fitch Rating of each of the Swapped Non-Discount Obligation and the sold Collateral Obligation. (xxxi) With respect to any debt obligation received pursuant to a Bankruptcy Exchange, (a) the identity and aggregate principal amount of the obligations received and exchanged in such Bankruptcy Exchange, (b) the percentage of the Collateral Principal Amount consisting of Collateral Obligations that are subject to a Bankruptcy Exchange, (c) the percentage of the Refinancing Date Par Amount consisting of Collateral Obligations that are and have been subject to a Bankruptcy Exchange since the Refinancing Date, (d) and, if applicable, as of the date of the Bankruptcy Exchange, the projected internal rate of return of the obligation obtained as a result of a Bankruptcy Exchange and the projected internal rate of return of the Defaulted Obligation exchanged in the Bankruptcy Exchange. (xxxii) Such other information as the Trustee, any Hedge Counterparty, any Rating Agency or the Portfolio Manager may reasonably request. (xxxiii) The identity and Fitch rating of the institution holding each Account. Upon receipt of each Monthly Report, from the Closing Date)Trustee shall, if the Trustee is 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 Assets and shall, within three (3) Business Days after receipt of such Monthly Report, notify the Issuer, the Collateral Administrator, the Portfolio Manager, and the Rating Agency if the information contained in the Monthly Report does not conform to the information maintained by the Trustee with respect to the Assets. In the event that any discrepancy exists, the Collateral Administrator and the Issuer, or the Portfolio Manager on behalf of the Issuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Collateral Administrator shall notify the Portfolio Manager who shall, on behalf of the Issuer, review such Monthly Report and the Trustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Trustee’s records, the Monthly Report or the Trustee’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Indenture and notice of any error in the Monthly Report shall be sent as soon as practicable by the Issuer to all recipients of such report, which may be accomplished by making a notation of such error in the subsequent Monthly Report or Distribution Report, whichever is earlier.

Appears in 1 contract

Sources: Indenture (Bain Capital Specialty Finance, Inc.)

Monthly. On or Not later than two (2) Business Days prior to the 20th 24th calendar day of each calendar month, beginning with November 2023 October 2025 (such date, the “Monthly Reporting Date”), the Collateral Agent Servicer shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower Agents and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.078.06. The Investment Advisor Servicer shall compile and provide to the Collateral Administrator and the Administrative Agent a loan data file (the “Data File”) for the previous monthly period ending on the Monthly Report Determination Date (containing such information as is reasonably requested agreed upon by the Borrower, the Servicer, the Collateral Administrator and the Administrative Agent). The Servicer shall provide (or cause to be provided) the Data File to the Borrower, the Collateral Administrator and the Administrative Agent or necessary at least six (6) Business Days prior to produce the Monthly ReportReporting Date. The Collateral Administrator shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Servicer, confirm the calculations in clauses (i) through (x) below made by the Servicer in any such Monthly Report for such calendar month, within two (2) Business Days of the receipt thereof. The Collateral Agent shallshall review and verify the Monthly Report to ensure that it is complete on its face and, based, in part, based solely on the information provided to iton the related Data File, calculatethat the following items in such Monthly Report have been accurately calculated, if applicable, and reported: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Net Revolving Exposure Amount, (vi) each Collateral Quality Test, (vii) each Coverage Test, (viviii) for any Payment Date Reportthe Maximum Advance Rate Default Test, (ix) Collateral Default Ratio, (x) completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base Interest Collection Account, Principal Collection Account and Revolving Reserve Account balances, and (xii) such other calculations information as may be mutually agreed upon by the Collateral AgentAdministrator, the Investment Advisor Borrower, the Servicer and the Administrative Agent. Notwithstanding the foregoing, the Collateral Agent shall not be responsible for calculating any amounts payable to the Fund pursuant to Section 9.01(a)(i)(D)(1), Section 9.01(a)(i)(J), Section 9.01(a)(iii)(C)(1) or Section 9.01(a)(iii)(G)(1) or amounts payable to the Borrower pursuant to Section 9.01(a)(i)(K), Section 9.01(a)(ii)(B), Section 9.01(a)(ii)(E) or Section 9.01(a)(iii)(H), it being understood and agreed that the Servicer shall be providing the allocation of such amounts payable to the Fund and the Borrower in each Monthly Report on which the Collateral Administrator and the Collateral Agent may conclusively rely. Upon receipt of such confirmation (or report showing discrepancies) by the Borrower, Servicer and the Administrative Agent from the Collateral Administrator, and in any event by no later than the Monthly Reporting Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Monthly Report. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, the next Business Day) will be the last day 5th Business Day of such calendar month. The Monthly Report for a calendar month shall contain the information with respect to the Collateral Assets Loans and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to timeset forth in Schedule 2, and shall be determined as of the Monthly Report Determination Date for such calendar month. The Investment Advisor shall cooperate with the Collateral Agent in connection with the preparation of the Monthly Reports and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Asset Loan that constitutes a Material Modification that became effective since the immediately preceding Monthly Report (or, in respect of the first Monthly Report, from the Closing Date).

Appears in 1 contract

Sources: Revolving Credit and Security Agreement (Remora Capital Corp)

Monthly. On or prior to Not later than the 20th 15th calendar day of each calendar month, beginning with November 2023 (such date, the “Monthly Reporting Date”), the Collateral Agent shall compile and provide (or cause to be provided) to the Agents, the Equityholder, the Borrower and the Lenders, a monthly report for the prior calendar month (each, a “Monthly Report”) in accordance with this Section 8.07. The Investment Advisor shall provide to the Collateral Agent information as is reasonably requested by the Collateral Agent or necessary to produce the Monthly Report. The Collateral Agent shall, based, in part, on the information provided to it, calculate: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) each Coverage Test, (vi) for any Payment Date Report, completion of Priority of Payments pursuant to Section 9.01(a), (vii) balances for each of the Covered Accounts, (viii) EOD Borrowing Base, (ix) EOD OC Ratio, (x) EOD OC Ratio Breach, (xi) Distribution Borrowing Base and (xii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Investment Advisor and the Administrative Agent. As used herein, the “Monthly Report Determination Date” with respect to any calendar month in which a Payment Date does not occur (or, if such day is not a Business Day, on the next succeeding Business Day) of each calendar month (other than, after the Effective Date, January, April, July and October in each year) and commencing in June 2013, the Issuer shall compile and make available (or cause to be compiled and made available) to each Rating Agency, the Trustee, the Portfolio Manager, the Designated Successor Manager, the Placement Agent, the CLO Information Service and, upon written request therefor, to any Holder of Notes and, upon written notice to the Trustee in the form of Exhibit I, any beneficial owner of a Note, a monthly report on a trade date basis (each such report a "Monthly Report"). As used herein, the "Monthly Report Determination Date" with respect to any calendar month will be the last 8th Business Day prior to the 15th day of such calendar month. For the avoidance of doubt, the first Monthly Report shall be delivered in June 2013 as described above and shall be determined with respect to the Monthly Report Determination Date that is the 8th Business Day prior to the 15th calendar day of June 2013. The Monthly Report for a calendar month shall contain the following information with respect to the Collateral Assets Obligations and Eligible Investments included in the Collateral that is agreed to by the Investment Advisor, the Administrative Agent and the Collateral Agent from time to timeAssets, and shall be determined as of the Monthly Report Determination Date for such calendar month. ; provided that the Monthly Report delivered in the calendar months prior to the Effective Date shall contain only the information described in clauses (iii), (iv)(A), (iv)(C), (iv)(D) and (ix) below: (i) Aggregate Principal Balance of Collateral Obligations and Eligible Investments representing Principal Proceeds. (ii) Adjusted Collateral Principal Amount of Collateral Obligations. (iii) Collateral Principal Amount of Collateral Obligations. (iv) A list of Collateral Obligations, including, with respect to each such Collateral Obligation, the following information: (A) The Investment Advisor obligor thereon (including the issuer ticker, if any); (B) The CUSIP or security identifier thereof; (C) The Principal Balance thereof (other than any accrued interest that was purchased with Principal Proceeds (but excluding any capitalized interest)); (D) The percentage of the aggregate Collateral Principal Amount represented by such Collateral Obligation; (E) The related interest rate or spread; (F) The LIBOR floor, if any; (G) The stated maturity thereof; (H) The related Moody's Industry Classification; (I) The related S&P Industry Classification; (J) The ▇▇▇▇▇'▇ Rating, unless such rating is based on a credit estimate unpublished by Moody's (and, in the event of a downgrade or withdrawal of the applicable ▇▇▇▇▇'▇ Rating, the prior rating and the date such ▇▇▇▇▇'▇ Rating was changed), and whether such ▇▇▇▇▇'▇ Rating is derived from an S&P Rating as provided in clause (e)(i)(A) or (B) of the definition of the term "Moody's Derived Rating"; (K) The Moody's Default Probability Rating, and whether such Moody's Default Probability Rating is derived from a public rating, a rating estimate, a private rating or an S&P Rating as provided in clause (e)(i)(A) or (B) of the definition of the term "Moody's Derived Rating"; (L) The S&P Rating, unless such rating is based on a credit estimate or is a private or confidential rating from S&P; (M) The country of Domicile; (N) An indication as to whether each such Collateral Obligation is (1) a Senior Secured Loan, (2) a Second Lien Loan, (3) a Defaulted Obligation, (4) a Delayed Drawdown Collateral Obligation, (5) a Revolving Collateral Obligation, (6) a Participation Interest (indicating the related Selling Institution and its ratings by each Rating Agency), (7) a Partial Deferrable Security, (8) a Current Pay Obligation, (9) a DIP Collateral Obligation, (10) a Discount Obligation, (11) a Cov-Lite Loan, (12) a Senior Secured Bond, (13) excluded from constituting a Cov-Lite Loan if such Collateral Obligation falls within clause (b) of the definition of "Cov-Lite Loan") or (14) a Letter of Credit Reimbursement Obligation (indicating the LC Commitment Amount thereunder, the related LOC Agent Bank and its ratings by each Rating Agency); (O) The Aggregate Principal Balance of all Cov-Lite Loans; (P) The Moody's Recovery Rate; (Q) The S&P Recovery Rate; (R) (I) Whether the settlement date with respect to such Collateral Obligation has occurred and (II) such settlement date, if it has occurred; and (S) The identity and Principal Balance (other than any accrued interest that is expected to be purchased with Principal Proceeds (but excluding any capitalized interest)) of each Collateral Obligation that the Issuer has committed to purchase (and the date of such commitment to purchase) for which the settlement date has not yet occurred. (v) If the Monthly Report Determination Date occurs on or after the Effective Date, for each of the limitations and tests specified in the definitions of Concentration Limitations and Collateral Quality Test, (1) the result, (2) the related minimum or maximum test level (including any Moody's Weighted Average Recovery Adjustment, if applicable, indicating to which test such Moody's Weighted Average Recovery Adjustment was allocated) and (3) a determination as to whether such result satisfies the related test. (vi) If the Monthly Report Determination Date occurs after the Reinvestment Period, the stated maturity of each Reinvestable Obligation and the stated maturity of each Substitute Obligation (which shall cooperate be on a separate dedicated page) purchased during the calendar month with the Collateral Agent in connection with the preparation of the Monthly Reports reinvested Principal Proceeds from such Reinvestable Obligations, and each daily report delivered pursuant to Section 8.07(c) below. Without limiting the generality of the foregoing, the Investment Advisor shall timely supply any information maintained by it that the Collateral Agent may from time to time reasonably request and reasonably needs to complete the calculations and reports required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder In addition, the Borrower shall provide (or cause to be provided) in each Monthly Report a statement setting forth in reasonable detail respect of each amendmentSubstitute Obligation, modification compliance with the test set forth under Section 12.2(e)(ii). (vii) The calculation of each of the following: (A) Each Interest Coverage Ratio (and setting forth the percentage required to satisfy each Interest Coverage Test); (B) Each Overcollateralization Ratio (and setting forth the percentage required to satisfy each Overcollateralization Ratio Test); (C) The Interest Diversion Test (and setting forth the percentage required to satisfy the Interest Diversion Test); and (D) The Weighted Average Floating Spread that is calculated for purposes of the S&P CDO Monitor Test. (viii) The calculation specified in Section 5.1(g). (ix) For each Account, a schedule showing the beginning balance, each credit or waiver under any Related Document debit specifying the nature, source and amount, and the ending balance. (x) A schedule showing for each Collateral Asset that constitutes a Material Modification that became effective since of the following the beginning balance, the amount of Interest Proceeds received from the date of determination of the immediately preceding Monthly Report, and the ending balance for the current Measurement Date: (A) Interest Proceeds from Collateral Obligations; and (B) Interest Proceeds from Eligible Investments. (xi) Purchases and sales: (A) The identity, Principal Balance (other than any accrued interest that was purchased with Principal Proceeds (but excluding any capitalized interest)), Principal Proceeds and Interest Proceeds received, and date for (X) each Collateral Obligation that was released for sale or disposition pursuant to Section 12.1 since the last Monthly Report Determination Date and (orY) after the Reinvestment Period, each prepayment or redemption of a Collateral Obligation, and in respect the case of (X), whether such Collateral Obligation was a Credit Risk Obligation or a Credit Improved Obligation or whether the sale of such Collateral Obligation was a discretionary sale; and (B) The identity, Principal Balance (other than any accrued interest that was purchased with Principal Proceeds (but excluding any capitalized interest)), and Principal Proceeds and Interest Proceeds expended to acquire each Collateral Obligation acquired pursuant to Section 12.2 since the last Monthly Report Determination Date. (xii) The identity of each Defaulted Obligation, the Moody's and S&P Collateral Value and Market Value of each such Defaulted Obligation and date of default thereof. (xiii) The identity of each Collateral Obligation with an S&P Rating of "CCC+" or below and/or a Moody's Default Probability Rating of "Caa1" or below and the Market Value of each such Collateral Obligation. (xiv) The identity of each Deferring Security, the Moody's and S&P Collateral Value and Market Value of each Deferring Security, and the date on which interest was last paid in full in Cash thereon. (xv) The identity of each Current Pay Obligation, the Market Value of each such Current Pay Obligation, and the percentage of the first Collateral Principal Amount comprised of Current Pay Obligations. (xvi) The Aggregate Principal Balance, measured cumulatively from the Closing Date onward, of all Collateral Obligations that would have been acquired through a Distressed Exchange but for the operation of the proviso in the definition of "Distressed Exchange". (xvii) The Weighted Average ▇▇▇▇▇'▇ Rating Factor and the Adjusted Weighted Average ▇▇▇▇▇'▇ Rating Factor. (xviii) The identity, stated maturity and credit ratings of each Eligible Investment. (xix) The identity of each Collateral Obligation that is a First Lien Last Out Loan. (xx) With respect to a Deferrable Security or Partial Deferrable Security, that portion of deferred or capitalized interest that remains unpaid and is included in the calculation of the Principal Balance of such Deferrable Security or Partial Deferrable Security. (xxi) The identity of each Collateral Obligation subject to a Trading Plan, together with the (x) identity of each sale and proposed investment related thereto and (y) the Aggregate Principal Balance of all such Collateral Obligations. (xxii) The currently selected S&P CDO Monitor case. (xxiii) With respect to any Blocker Subsidiary: (A) the identity of each Collateral Obligation or portion thereof held by such Blocker Subsidiary; and (B) the identity of each Collateral Obligation or portion thereof transferred to or from such Blocker Subsidiary pursuant to Section 12.1(j) since the last Monthly Report Determination Date. (xxiv) Any purchase and sale transaction between the Issuer and any Affiliate of the Portfolio Manager. (xxv) Such other information as any Rating Agency or the Portfolio Manager may reasonably request. Upon receipt of each Monthly Report, from the Closing Date)Trustee shall (a) if the relevant Monthly Report Determination Date occurred on or prior to the last day of the Reinvestment Period, notify S&P if such Monthly Report indicates that the S&P CDO Monitor Test has not been satisfied as of the relevant Measurement Date (which notice requirement shall be satisfied upon the posting of such Monthly Report to the 17g-5 Website by the Information Agent) and (b) compare the information contained in such Monthly Report to the information contained in its records with respect to the Assets and shall, within three Business Days after receipt of such Monthly Report, notify the Issuer, the Collateral Administrator, the Rating Agencies and the Portfolio Manager if the information contained in the Monthly Report does not conform to the information maintained by the Trustee with respect to the Assets. In the event that any discrepancy exists, the Trustee and the Issuer, or the Portfolio Manager on behalf of the Issuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Trustee shall within five Business Days notify the Portfolio Manager who shall, on behalf of the Issuer, request that the Independent certified public accountants selected by the Issuer pursuant to Section 10.8 perform agreed-upon procedures on the Monthly Report and the Trustee's records to determine the cause of such discrepancy. If such procedures reveals an error in the Monthly Report or the Trustee's records, the Monthly Report or the Trustee's records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Indenture and notice of any error in the Monthly Report shall be sent as soon as practicable by the Issuer to all recipients of such report which may be accomplished by making a notation of such error in the subsequent Monthly Report.

Appears in 1 contract

Sources: Indenture (JMP Group Inc.)