Common use of Monthly Clause in Contracts

Monthly. Commencing in September 2022, one Business Day prior to each Payment Date, the Borrower shall compile, or cause to be compiled, a report (the “Monthly Report”) and the Borrower shall then provide or make available such Monthly Report to the Collateral Agent, the Collateral Administrator, the Investment Manager, 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’s website and providing access thereto to such parties. The Monthly Report shall contain the following information and instructions with respect to the Collateral, determined (or identified by the Borrower to the Collateral Administrator) as of the Determination Date for the related Payment Date: With respect to the Collateral Portfolio: (i) the Aggregate Principal Amount of the 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 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 the terms of this Agreement; (iv) the owner of such Collateral Obligation; (v) the nature, source and amount of any Proceeds in each of the Transaction 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; (vi) 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 which it 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 Acquired by the Borrower Entities since the date of determination of the last Monthly Report (or, in 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 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 3 contracts

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

Monthly. Commencing in September 2022, one Business Day On or prior to the 20th calendar day of each Payment Datecalendar month, beginning with November 2023 (such date, the Borrower “Monthly Reporting Date”), the Collateral Agent shall compile, compile and provide (or cause to be compiledprovided) to the Agents, the Equityholder, the Borrower and the Lenders, a monthly report for the prior calendar month (the 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 the Borrower shall then provide or make available (xii) such Monthly Report to other calculations as may be mutually agreed upon by the Collateral Agent, the Collateral AdministratorInvestment 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 ManagerAdvisor, 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’s website Agent from time to time, and providing access thereto to such parties. The Monthly Report shall contain the following information and instructions with respect to the Collateral, be determined (or identified by the Borrower to the Collateral Administrator) as of the Monthly Report Determination Date for the related Payment Date: With respect to such calendar month. The Investment Advisor shall cooperate with the Collateral Portfolio: (i) Agent in connection with the Aggregate Principal Amount 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 Obligations Agent may from time to time reasonably request and reasonably needs to complete the Eligible Investments; 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 (iior cause to be provided) the Principal Balancein each Monthly Report a statement setting forth in reasonable detail each amendment, currency, annual interest rate (including the basis modification or waiver under any Related Document for such rate), maturity date (including the later date if such maturity date is extended), issuer of each 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 Asset that constitutes a “Private Asset” or a “Non-Private Asset” pursuant to the terms of this Agreement; (iv) the owner of such Collateral Obligation; (v) the nature, source and amount of any Proceeds in each of the Transaction Accounts including the Interest Proceeds and Principal Proceeds (stating separately the amount of Sale Proceeds), received Material Modification that became effective since the date of determination of the last Monthly Report; (vi) 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 which it 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 Acquired by the Borrower Entities since the date of determination of the last immediately preceding Monthly Report (or, in the case respect of the first Monthly Report, since from the Initial Credit Closing 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 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 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. Commencing in September 2022April 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 each such Payment Date, the Borrower Issuer shall compile, or cause to be compiled, a report (the “Monthly Report”) and the Borrower Issuer shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral AgentTrustee, the Collateral Administrator, the Investment ManagerCollateral Manager and any Holder of the Class A Notes and, upon written request in the Administrative Agent and each Lenderform 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 Collateral AgentTrustee’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 Trustee shall forward such written request to the Issuer for processing. The Monthly Report shall contain the following information and instructions with respect to the Collateral, determined (or identified by the Borrower to the Collateral Administrator) as of (1) in the 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 the related such Payment Date: : (i) With respect to the Collateral Portfolio: (iA) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments; (iiB) 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 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; (iiiD) an the identity of each Collateral Obligation and Eligible Investment that has been placed on watch by any Rating Agency and the watch list status; (E) the S&P Recovery Rate for each Collateral Obligation; and (F) An indication as to the classification of whether each such Collateral Obligation is (i.e.1) a Senior Secured Loan, first lien(2) a Second Lien Loan, etc.(3) a Senior Unsecured Loan, (4) a Defaulted Obligation, (5) a Participation (indicating the related Selling Institution and its ratings by each Rating Agency); and , (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 Collateral Deferrable Obligation has been designated as is a “Private Asset” Deferring Obligation) or (11) a “Non-Private Asset” pursuant to the terms of this Agreement; (iv) the owner of such Collateral LIBOR Floor Obligation; (vii) the nature, source and amount of any Proceeds in each of the Transaction 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 Report; (viiii) 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 Article XII under which it falls and whether such Collateral Obligation or other property is subject to a Value Adjustment Event or is an Ineligible Assetfalls) and the number, identity and, if applicable, par value of Collateral Acquired acquired by the Borrower Entities 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 the case of the first Monthly Report, since the Initial Credit Closing Date); (viiiv) (a) the identity of each Collateral Obligation as to which became a Value Adjustment Event has occurred Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Closing Date) and the date on which such Value Adjustment Event occurredCollateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation as to which that is a Value Adjustment Event has occurred 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 Credit Closing Date), the date on which such Value Adjustment Event occurred Collateral Obligation became a Defaulted Obligation and the Market Value of such Collateral Defaulted Obligation as of the date of determination of the current Monthly Report Report, and (c) the Aggregate Principal Amount of all such Collateral Defaulted Obligations; (viiiv) the Acquisition purchase or sale price of each item of Collateral Acquired acquired by the Issuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee and each Borrower Entityitem of Collateral sold by the Issuer, in each case case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower Issuer or the Investment 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 Initial Credit Closing Date), (B) the ▇▇▇▇▇’▇ rating and S&P rating of such Collateral Obligation prior to such upgrade or downgrade, as applicable, and (BC) 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 Closing 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) percentage of the Aggregate Principal Amount of the Collateral Obligations as Portfolio that consists of Participations with Selling Institutions falling into the rating category set forth in the definition of the close of business on such Determination Date, after giving effect to term “Selling Institution”; (Axii) Proceeds received on the Collateral Obligations with respect to the related Due Period and determination of the reinvestment of such Proceeds in substitute Collateral Obligations or Eligible Investments during such Due Period and (B) the release “Market Value” of any Collateral Obligations during such Due PeriodObligation, the identity of the dealers from which the Collateral Manager tried to obtain bids; (iixiii) with respect to the S&P CDO Monitor Test: (1) the aggregate outstanding principal balance Weighted Average Life; and (2) the data produced by the test result page of the LoansS&P CDO Monitor Test; and (xiv) such other information as the Trustee, as an aggregate Dollar figure and as a percentage Collateral Manager or the Majority of the original aggregate outstanding principal balance of Controlling Class may reasonably request regarding the Loans at Class A Notes and the beginning of Collateral therefor. On the Due Period)same date that the Monthly Report is delivered, the amount of principal payments Issuer shall cause to be made on available to S&P the Loans on Excel Default Model Input File (provided that 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 specific parameters identified by S&P have been delivered to the principal paymentsIssuer) and an electronic file containing the list of collateral, 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 Monthly Report; provided, however, that if a Payment Date occurs in such month, such determination shall be applied pursuant to clause (1) of the Principal Priority of Payments (in each case determined made as of the related Determination Date); (v) the Administrative Expenses payable Date 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 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 information shall be delivered one Business Day before 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 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 Borrower Issuer and the Investment Collateral Manager if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent Trustee in its records and detail any discrepancies. If In the event that any discrepancy exists, the Collateral Agent Trustee and the BorrowerIssuer, or the Investment Collateral Manager on behalf of the BorrowerIssuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower Trustee shall appoint, within five Business Days, an Days cause the Independent accountant accountants appointed by the Issuer pursuant to Section 10.7 to review such Monthly Report and the Collateral AgentTrustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral AgentTrustee’s records, the Monthly Report or the Collateral AgentTrustee’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this AgreementIndenture.

Appears in 1 contract

Sources: Indenture (FS Investment Corp II)

Monthly. Commencing in September 2022June, 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 each such Payment Date, the Borrower shall compile, or cause to be compiled, a report (the “Monthly Report”) and the Borrower shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral Agent, the Collateral Administrator, the Investment ManagerAdministrative Agent, the Administrative Agent Investment Manager and each LenderLender (as identified by the Administrative Agent), provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Collateral Agent’s website and providing access thereto to such parties. The Monthly Report shall contain the following information and instructions with respect to the Collateral, determined (or identified by the Borrower to the Collateral Administrator) as of (1) in the 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 the related such Payment Date: : (i) With respect to the Collateral Portfolio: (i1) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments; (ii2) 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 Collateral Obligation and Eligible Investment 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; (iii4) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); and and (5) whether such each Collateral Obligation has been designated as a “Private AssetCollateral Obligation” or a “Non-Private AssetPublic Collateral Obligation” pursuant to the terms of this Agreementhereof; (iv) the owner of such Collateral Obligation; (vii) the nature, source and amount of any Proceeds in each of the Transaction 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; (viiii) 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 whether such Collateral Obligation or other property is subject to a Value Adjustment Event or is an Ineligible Assetfalls) and the number, identity and, if applicable, par value of Collateral Acquired acquired by the Borrower Entities and in which the Borrower, pursuant to the Transaction Documents, has Granted an interest to the Collateral Agent since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Funding Date); (viiiv) (a) the identity of each Collateral Obligation as to which became a Value Adjustment Event has occurred Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Funding Date) and the date on which such Value Adjustment Event occurredCollateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation as to which that is a Value Adjustment Event has occurred 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 Credit Funding Date), the date on which such Value Adjustment Event occurred Collateral Obligation became a Defaulted Obligation and the Market Value of such Collateral Defaulted Obligation as of the date of determination of the current Monthly Report Report, and (c) the Aggregate Principal Amount of all such Collateral Defaulted Obligations; (viiiv) the Acquisition purchase or sale price of each item of Collateral Acquired acquired by the Borrower and in which the Borrower, pursuant to the Collateral Documents, has Granted an interest to the Collateral Agent and each Borrower Entityitem of Collateral sold by the Borrower, in each case case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Funding Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Investment Manager; (ixvi) (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 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 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 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 Funding Date); and (xiiivii) such other information as the Collateral Agent, Investment Manager or the Administrative Agent 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 and 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. If 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. Commencing Not later than the 15th day (or, if such day is not a Business Day, the next succeeding Business Day) of each calendar month, excluding each month in September which a Distribution Date occurs, commencing in February, 2022, one Business Day prior to each Payment Date, the Borrower Issuer shall compile, compile and make available (or cause to be compiledcompiled 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 (the each a “Monthly Report”) and determined as of the Borrower shall then provide or make available such Monthly Report to eighth Business Day preceding the Collateral Agent, the Collateral Administrator, the Investment Manager, 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’s website and providing access thereto to such partiesapplicable delivery date. The Monthly Report shall contain the following information and instructions with respect to the CollateralCollateral Obligations and Eligible Investments included in the Assets (based, determined (or identified in part, on information provided by the Borrower to the Collateral Administrator) as of the Determination Date for the related Payment Date: With respect to the Collateral Portfolio:Portfolio Manager): (i) the Aggregate Principal Amount Balance of the Collateral Obligations and the Eligible Investments;Investments representing Principal Proceeds. (ii) the Adjusted Collateral 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 Amount of each 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;Obligations. (iii) an indication as to the classification Collateral Principal Amount of such Collateral Obligation (i.e., first lien, etcObligations.); and whether such Collateral Obligation has been designated as a “Private Asset” or a “Non-Private Asset” pursuant to the terms of this Agreement; (iv) A list of Collateral Obligations, including, with respect to each such Collateral Obligation, the owner 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 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 Portfolio Manager; (P) The purchase price and the Market Value of such Collateral Obligation, if such Market Value was calculated based on a bid price determined by a loan pricing service, and the name of such loan pricing service (including such disclaimer language as a loan pricing service may from time to time require, as provided by the Portfolio Manager to the Trustee and the Collateral Administrator); and (Q) Whether such Collateral Obligation is settled or unsettled. (v) the nature, source and amount of any Proceeds in For each of the Transaction Accounts 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 Fitch Rating Reporting Items. (vii) The Fitch Rating Factor, if publicly available. (viii) The Fitch Recovery Rate, if publicly available (including the Interest Proceeds applicable Fitch recovery rating and Principal Proceeds Fitch recovery rate in accordance with the definition of “Fitch Recovery Rate”). (stating separately ix) As provided by the amount Portfolio Manager, the total number of Sale Proceeds), received (and related dates of) any Aggregated Reinvestments occurring since the date of determination of the last 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); (viB) 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 based solely on information provided by the 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 Interest Proceeds), (7) gain (excess of the Principal Proceeds received over purchase price paid), (8) loss (excess of the purchase price paid over the Principal Proceeds received) and (9) the number, identity and, if applicable, principal amount of any date for (X) each Collateral Obligation that was released for sale or other disposition (specifying the category of permitted sales under which it falls and whether such Collateral Obligation pursuant to Section 12.1 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 Acquired by the Borrower Entities prepaid since the date of determination of the last immediately preceding Monthly Report and (orY) each prepayment, repayment at maturity or redemption of a Collateral Obligation, and in the case of (X), whether such Collateral Obligation was a Credit Risk Obligation, Defaulted Obligation or a Credit Improved Obligation, whether the first Monthly Report, since sale of such Collateral Obligation was a discretionary sale and whether such sale of a Collateral Obligation was to an Affiliate of the Initial Credit Date);Portfolio Manager; and (viiB) The (a1) 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 identity 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 as acquired pursuant to which a Value Adjustment Event has occurred Section 12.2 since the date of determination of the last immediately preceding Monthly Report (or, in the case and whether such Collateral Obligation was obtained through a purchase from an Affiliate of the first Monthly ReportPortfolio Manager; (xv) The identity of each Defaulted Obligation, since the Initial Credit DateFitch 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 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)Eligible Investment, the date on which such Value Adjustment Event occurred obligor thereon and the Market Value Principal Balance thereof. (xx) For any Collateral Obligation, whether the rating 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 has been upgraded, downgraded or sale price of each item of Collateral Acquired put on credit watch by each Borrower Entity, in each case any Rating Agency since the date of determination of the last immediately preceding Monthly Report and such old and new rating. (orxxi) 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 case calculation of the first Monthly ReportPrincipal 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, 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 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 most recent Monthly Report Refinancing Date and (or, in d) the case Fitch Rating of each of the first Monthly ReportSwapped Non-Discount Obligation and the sold Collateral Obligation. (xxxi) With respect to any debt obligation received pursuant to a Bankruptcy Exchange, since the Initial Credit Date) and (Ba) the Aggregate 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 were are subject to a Bankruptcy Exchange, (1c) upgraded the percentage of the Refinancing Date Par Amount consisting of Collateral Obligations that are and (2) downgraded, respectively have been subject to a Bankruptcy Exchange since the most recent Monthly Report Refinancing Date, (ord) 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 case of the first Monthly Report, since the Initial Credit Date);Bankruptcy Exchange. (xxxxii) 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 Such other information as the Collateral AgentTrustee, Investment Managerany Hedge Counterparty, the Administrative Agent any Rating Agency or the Requisite Lenders Portfolio Manager may reasonably request regarding the Loans and the Collateral therefor. With respect to the payments to be made on such Payment Date:request. (ixxxiii) the Aggregate Principal Amount The identity and Fitch rating 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 institution holding 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 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 Trustee shall, if the Trustee is not the same Person as the Collateral Agent shall Administrator, compare the information contained therein in such Monthly Report to the information contained in its records with respect to the Collateral Assets and shall, within three (3) Business Days after receipt of such Monthly Report, notify the Borrower Issuer, the Collateral Administrator, the Portfolio Manager, and the Investment Manager Rating Agency 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 discrepanciesTrustee with respect to the Assets. If In the event that any discrepancy exists, the Collateral Agent Administrator and the BorrowerIssuer, or the Investment Portfolio Manager on behalf of the BorrowerIssuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower Collateral Administrator shall appointnotify the Portfolio Manager who shall, within five Business Dayson behalf of the Issuer, an Independent accountant to review such Monthly Report and the Collateral AgentTrustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral AgentTrustee’s records, the Monthly Report or the Collateral AgentTrustee’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this AgreementIndenture 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. Commencing in September 2022November 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 each such Payment Date, the Borrower Issuer shall compile, or cause to be compiled, a report (the “Monthly Report”) and the Borrower Issuer shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral AgentTrustee, the Collateral Administrator, the Investment ManagerManager and any Holder of the Notes and, upon written request in the Administrative Agent and each Lenderform 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 Collateral AgentTrustee’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 Trustee shall forward such written request to the Issuer for processing. The Monthly Report shall contain the following information and instructions with respect to the Collateral, determined (or identified by the Borrower to the Collateral Administrator) as of (1) in the 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 the related such Payment Date: : (i) With respect to the Collateral Portfolio: (iA) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments; (iiB) 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 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; (iiiD) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); and and (E) whether such each Collateral Obligation has been designated as a “Private AssetCollateral Obligation” or a “Non-Private AssetPublic Collateral Obligation” pursuant to the terms of this AgreementSection 12.2(a); (iv) the owner of such Collateral Obligation; (vii) the nature, source and amount of any Proceeds in each of the Transaction 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 Report; (viiii) 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 Article XII under which it falls and whether such Collateral Obligation or other property is subject to a Value Adjustment Event or is an Ineligible Assetfalls) and the number, identity and, if applicable, par value of Collateral Acquired acquired by the Borrower Entities 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 the case of the first Monthly Report, since the Initial Credit Closing Date); (viiiv) (a) the identity of each Collateral Obligation as to which became a Value Adjustment Event has occurred Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Closing Date) and the date on which such Value Adjustment Event occurredCollateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation as to which that is a Value Adjustment Event has occurred 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 Credit Closing Date), the date on which such Value Adjustment Event occurred Collateral Obligation became a Defaulted Obligation and the Market Value of such Collateral Defaulted Obligation as of the date of determination of the current Monthly Report Report, and (c) the Aggregate Principal Amount of all such Collateral Defaulted Obligations; (viiiv) the Acquisition purchase or sale price of each item of Collateral Acquired acquired by the Issuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee and each Borrower Entityitem of Collateral sold by the Issuer, in each case case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower Issuer or the Investment Manager; (ixvi) (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 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 Initial Credit Closing 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 (xivii) such other information as the Collateral AgentTrustee, Investment Manager, the Administrative Agent Manager or the Requisite Lenders Majority of the Noteholders 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 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 Notes and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent 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 Borrower Issuer and the Investment Manager if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent Trustee in its records and detail any discrepancies. If In the event that any discrepancy exists, the Collateral Agent Trustee and the BorrowerIssuer, or the Investment Manager on behalf of the BorrowerIssuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower Issuer shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral AgentTrustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral AgentTrustee’s records, the Monthly Report or the Collateral AgentTrustee’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this AgreementIndenture.

Appears in 1 contract

Sources: Indenture (FS Energy & Power Fund)

Monthly. Commencing in September 20222023, one not later than the 12th Business Day prior to each Payment Dateafter the end of such month, the Borrower Issuer (or the Investment Manager on its behalf) shall compile, or cause to be compiled, a report (the “Monthly Report”) and the Borrower Issuer shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral Trustee, the Liquidation Agent, and the Collateral AdministratorAdministrator and, upon written request in the form of Exhibit D attached hereto, the Investment Manager, Trustee shall deliver the Administrative Agent and each Lendersame 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 Collateral AgentTrustee’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 Trustee shall forward such written request to the Issuer for processing. The Monthly Report shall contain the following information and instructions with respect to the Collateral, determined (or identified by the Borrower to the Collateral Administrator) as of the Determination Date for occurring immediately prior to the related Payment Date: date of such Monthly Report: (i) With respect to the Collateral Portfolio: (iA) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments; (iiB) 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 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;; and (iiiD) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); and whether such Collateral Obligation has been designated as a “Private Asset” or a “Non-Private Asset” pursuant to the terms of this Agreement; (iv) the owner of such Collateral Obligation; (vii) the nature, source and amount of any Proceeds in each of the Transaction 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 Report; (viiii) 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 Article XII under which it falls and whether such Collateral Obligation or other property is subject to a Value Adjustment Event or is an Ineligible Assetfalls) and the number, identity and, if applicable, par value of Collateral Acquired acquired by the Borrower Entities 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 the case of the first Monthly Report, since the Initial Credit Closing Date); (viiiv) (a) the identity of each Collateral Obligation as to which became a Value Adjustment Event has occurred Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Closing Date) and the date on which such Value Adjustment Event occurredCollateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation as to which that is a Value Adjustment Event has occurred 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 Credit Closing Date), ) and 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 became a Defaulted Obligation, and (c) the Aggregate Principal Amount of all such Collateral Defaulted Obligations; (viiiv) the Acquisition purchase or sale price of each item of Collateral Acquired acquired by the Issuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee and each Borrower Entityitem of Collateral sold by the Issuer, in each case case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower Issuer or the Investment Manager; (ixvi) (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 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 Initial Credit Closing 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 (xivii) such other information as the Collateral AgentTrustee, Investment Manager, the Administrative Agent Manager or the Requisite Lenders Majority of the Noteholders 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 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 Notes and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent 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 Borrower Issuer and the Investment Manager if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent Trustee in its records and detail any discrepancies. If In the event that any discrepancy exists, the Collateral Agent Trustee and the BorrowerIssuer, or the Investment Manager on behalf of the BorrowerIssuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower Issuer shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral AgentTrustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral AgentTrustee’s records, the Monthly Report or the Collateral AgentTrustee’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this AgreementIndenture.

Appears in 1 contract

Sources: Indenture (FS Energy & Power Fund)

Monthly. Commencing in September 2022August, 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 each such Payment Date, the Borrower shall compile, or cause to be compiled, a report (the “Monthly Report”) and the Borrower shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral Agent, the Collateral Administrator, the Investment ManagerAdministrative Agent, the Administrative Agent Investment Manager and each LenderLender (as identified by the Administrative Agent), provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Collateral Agent’s 's website and providing access thereto to such parties. The Monthly Report shall contain the following information and instructions with respect to the Collateral, determined (or identified by the Borrower to the Collateral Administrator) as of (1) in the 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 the related such Payment Date: : (i) With respect to the Collateral Portfolio: (i1) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments; (ii2) 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 Collateral Obligation and Eligible Investment 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; (iii4) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); and and (5) whether such each Collateral Obligation has been designated as a “Private AssetCollateral Obligation” or a “Non-Private AssetPublic Collateral Obligation” pursuant to the terms of this Agreementhereof; (iv) the owner of such Collateral Obligation; (vii) the nature, source and amount of any Proceeds in each of the Transaction 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; (viiii) 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 which it falls and whether such Collateral Obligation or other property is subject to a Value Adjustment Event or is an Ineligible AssetSection 8.1) and the number, identity and, if applicable, par value of Collateral Acquired acquired by the Borrower Entities and in which the Borrower, pursuant to the Transaction Documents, has Granted an interest to the Collateral Agent since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Funding Date); (viiiv) (a) the identity of each Collateral Obligation as to which became a Value Adjustment Event has occurred Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Funding Date) and the date on which such Value Adjustment Event occurredCollateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation as to which that is a Value Adjustment Event has occurred 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 Credit Funding Date), the date on which such Value Adjustment Event occurred Collateral Obligation became a Defaulted Obligation and the Market Value of such Collateral Defaulted Obligation as of the date of determination of the current Monthly Report Report, and (c) the Aggregate Principal Amount of all such Collateral Defaulted Obligations; (viiiv) the Acquisition purchase or sale price of each item of Collateral Acquired acquired by the Borrower and in which the Borrower, pursuant to the Collateral Documents, has Granted an interest to the Collateral Agent and each Borrower Entityitem of Collateral sold by the Borrower, in each case case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Funding Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Investment Manager; (ixvi) (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 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 Credit Funding 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 (xivii) such other information as the Collateral Agent, Investment Manager, the Administrative Calculation 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 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 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 Borrower, the Collateral Agent and the Investment Manager Administrative Agent if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent Investment Manager in its records and detail any discrepancies. If 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 's records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral Agent’s 's records, the Monthly Report or the Collateral Agent’s '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. Commencing in September 2022May, 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 each such Payment Date, the Borrower shall compile, or cause to be compiled, a report (the “Monthly Report”) and the Borrower shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral Agent, the Collateral Administrator, the Investment ManagerAdministrative Agent, the Administrative Agent Investment Manager and each LenderLender (as identified by the Administrative Agent), provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Collateral Agent’s website and providing access thereto to such parties. The Monthly Report shall contain the following information and instructions with respect to the Collateral, determined (or identified by the Borrower to the Collateral Administrator) as of (1) in the 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 the related such Payment Date: : (i) With respect to the Collateral Portfolio: (i1) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments; (ii2) 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 Collateral Obligation and Eligible Investment 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; (iii4) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); and and (5) whether such each Collateral Obligation has been designated as a “Private AssetCollateral Obligation” or a “Non-Private AssetPublic Collateral Obligation” pursuant to the terms of this Agreementhereof; (iv) the owner of such Collateral Obligation; (vii) the nature, source and amount of any Proceeds in each of the Transaction 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; (viiii) 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 whether such Collateral Obligation or other property is subject to a Value Adjustment Event or is an Ineligible Assetfalls) and the number, identity and, if applicable, par value of Collateral Acquired acquired by the Borrower Entities and in which the Borrower, pursuant to the Transaction Documents, has Granted an interest to the Collateral Agent since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Funding Date); (viiiv) (a) the identity of each Collateral Obligation as to which became a Value Adjustment Event has occurred Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Funding Date) and the date on which such Value Adjustment Event occurredCollateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation as to which that is a Value Adjustment Event has occurred 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 Credit Funding Date), the date on which such Value Adjustment Event occurred Collateral Obligation became a Defaulted Obligation and the Market Value of such Collateral Defaulted Obligation as of the date of determination of the current Monthly Report Report, and (c) the Aggregate Principal Amount of all such Collateral Defaulted Obligations; (viiiv) the Acquisition purchase or sale price of each item of Collateral Acquired acquired by the Borrower and in which the Borrower, pursuant to the Collateral Documents, has Granted an interest to the Collateral Agent and each Borrower Entityitem of Collateral sold by the Borrower, in each case case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Funding Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Investment Manager; (ixvi) (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 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 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 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 Funding Date); and (xiiivii) such other information as the Collateral Agent, Investment Manager or the Administrative Agent 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 and 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. If 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. Commencing in September 2022June 2023, one Business Day prior to each Payment Date, the Borrower shall compile, or cause to be compiled, a report (the “Monthly Report”) and the Borrower shall then provide or make available available, or cause such Monthly Report to be provided or available to the Collateral Agent, the Collateral Administrator, the Investment Manager, 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’s website and providing access thereto to such parties. The Monthly Report shall contain the following information and instructions with respect to the Collateral, determined (or identified by the Borrower to the Collateral Administrator, as applicable) as of the Determination Date for the related Payment Date: With respect to the Collateral Portfolio: (i) the Aggregate Principal Amount of the 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 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 the terms of this Agreement; (iv) the owner of such Collateral Obligation; (v) the nature, source and amount of any Proceeds in each of the Transaction 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, all in the Specified Currencies in which such amounts are denominated; (vi) 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 which it 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 Acquired by the Borrower Entities since the date of determination of the last Monthly Report (or, in 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 CurrencyCurrency and the Balance in Dollars after the conversion under Section 6.2(a); (2) the amounts payable from the 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 CurrencyCurrency 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. Commencing in September 2022June 2023, one Business Day prior to each Payment Date, the Borrower shall compile, or cause to be compiled, a report (the “Monthly Report”) and the Borrower shall then provide or make available available, or cause such Monthly Report to be provided or available to the Collateral Agent, the Collateral Administrator, the Investment Manager, 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’s website and providing access thereto to such parties. The Monthly Report shall contain the following information and instructions with respect to the Collateral, determined (or identified by the Borrower to the Collateral Administrator, as applicable) as of the Determination Date for the related Payment Date: With respect to the Collateral Portfolio: (i) the Aggregate Principal Amount of the 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 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 the terms of this Agreement; (iv) the owner of such Collateral Obligation; (v) the nature, source and amount of any Proceeds in each of the Transaction 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; (vi) 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 which it 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 Acquired by the Borrower Entities since the date of determination of the last Monthly Report (or, in 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 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. Commencing in September 2022January, 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 each such Payment Date, the Borrower shall compile, or cause to be compiled, a report (the “Monthly Report”) and the Borrower shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral Agent, the Collateral Administrator, the Investment ManagerAdministrative Agent, the Administrative Agent Investment Manager and each LenderLender (as identified by the Administrative Agent), provided that a Monthly Report may be provided to any such party by posting such Monthly Report on the Collateral Agent’s website and providing access thereto to such parties. The Monthly Report shall contain the following information and instructions with respect to the Collateral, determined (or identified by the Borrower to the Collateral Administrator) as of (1) in the 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 the related such Payment Date: : (i) With respect to the Collateral Portfolio: (i1) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments, each in their respective Specified Currencies; (ii2) 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 Domicile, Specified Currency and Obligor of each Collateral Obligation and Eligible Investment and where the issuer of each Collateral Obligation and Eligible Investment is organized, as the case may be; Investment; (3) the CUSIP, LIN or any other security identifier, if any, of each Collateral Obligation and Eligible Investment, as the case may be; (iii4) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); and and (5) whether such each Collateral Obligation has been designated as a “Private AssetCollateral Obligation” or a “Non-Private AssetPublic Collateral Obligation” pursuant to the terms of this Agreementhereof; (iv) the owner of such Collateral Obligation; (vii) the nature, source and amount of any Proceeds in each of the Transaction 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; (viiii) 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 which it falls and whether such Collateral Obligation or other property is subject to a Value Adjustment Event or is an Ineligible AssetSection 8.1) and the number, identity and, if applicable, par value of Collateral Acquired acquired by the Borrower Entities and in which the Borrower, pursuant to the Transaction Documents, has Granted an interest to the Collateral Agent since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Funding Date); (viiiv) (a) the identity of each Collateral Obligation as to which became a Value Adjustment Event has occurred Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Funding Date) and the date on which such Value Adjustment Event occurredCollateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation as to which that is a Value Adjustment Event has occurred 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 Credit Funding Date), the date on which such Value Adjustment Event occurred Collateral Obligation became a Defaulted Obligation and the Market Value of such Collateral Defaulted Obligation as of the date of determination of the current Monthly Report Report, and (c) the Aggregate Principal Amount of all such Collateral Defaulted Obligations; (viiiv) the Acquisition purchase or sale price of each item of Collateral Acquired acquired by the Borrower and in which the Borrower, pursuant to the Collateral Documents, has Granted an interest to the Collateral Agent and each Borrower Entityitem of Collateral sold by the Borrower, in each case case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Funding Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower or the Investment Manager; (ixvi) (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 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 Credit Funding Date); (xvii) for 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 Collateral Obligation in case as most recently identified by the Calculation Agent to the Borrower and 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 AgentAdministrator; and (xiviii) such other information as the Collateral Agent, Investment Manager, the Administrative Calculation 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 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 upon reasonable advance notice regarding the Loans and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent 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 Borrower, the Collateral Agent and the Investment Manager Administrative Agent if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent Investment Manager in its records and detail any discrepancies. If 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. Commencing in September 2022January 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 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 each such Payment Date, the Borrower Issuer shall compile, or cause to be compiled, a report (the “Monthly Report”) and the Borrower Issuer shall then provide or make available such Monthly Report by facsimile, overnight courier or electronic mail to the Collateral AgentTrustee, the Collateral Administrator, the Investment ManagerManager and any Holder of the Notes and, upon written request in the Administrative Agent and each Lenderform 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 Collateral AgentTrustee’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 Trustee shall forward such written request to the Issuer for processing. The Monthly Report shall contain the following information and instructions with respect to the Collateral, determined (or identified by the Borrower to the Collateral Administrator) as of (1) in the 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 the related such Payment Date: : (i) With respect to the Collateral Portfolio: (iA) the Aggregate Principal Amount of the Collateral Obligations and the Eligible Investments; (iiB) 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 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; (iiiD) an indication as to the classification of such Collateral Obligation (i.e., first lien, participation, etc.); and and (E) whether such each Collateral Obligation has been designated as a “Private AssetCollateral Obligation” or a “Non-Private AssetPublic Collateral Obligation” pursuant to the terms of this AgreementSection 12.2(a); (iv) the owner of such Collateral Obligation; (vii) the nature, source and amount of any Proceeds in each of the Transaction 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 Report; (viiii) 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 Article XII under which it falls and whether such Collateral Obligation or other property is subject to a Value Adjustment Event or is an Ineligible Assetfalls) and the number, identity and, if applicable, par value of Collateral Acquired acquired by the Borrower Entities 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 the case of the first Monthly Report, since the Initial Credit Closing Date); (viiiv) (a) the identity of each Collateral Obligation as to which became a Value Adjustment Event has occurred Defaulted Obligation since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Closing Date) and the date on which such Value Adjustment Event occurredCollateral Obligation became a Defaulted Obligation, (b) the identity of each Collateral Obligation as to which that is a Value Adjustment Event has occurred 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 Credit Closing Date), the date on which such Value Adjustment Event occurred Collateral Obligation became a Defaulted Obligation and the Market Value of such Collateral Defaulted Obligation as of the date of determination of the current Monthly Report Report, and (c) the Aggregate Principal Amount of all such Collateral Defaulted Obligations; (viiiv) the Acquisition purchase or sale price of each item of Collateral Acquired acquired by the Issuer and in which the Issuer, pursuant to this Indenture, has Granted an interest to the Trustee and each Borrower Entityitem of Collateral sold by the Issuer, in each case case, since the date of determination of the last Monthly Report (or, in the case of the first Monthly Report, since the Initial Credit Closing Date) and the identity of the purchasers or sellers thereof, if any, which are Affiliated with the Borrower Issuer or the Investment Manager; (ixvi) (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 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 Initial Credit Closing 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 (xivii) such other information as the Collateral AgentTrustee, Investment Manager, the Administrative Agent Manager or the Requisite Lenders Majority of the Noteholders 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 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 Notes and the Collateral therefor. Upon receipt of each Monthly Report, the Collateral Agent 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 Borrower Issuer and the Investment Manager if the information contained in the Monthly Report does not conform to the information maintained by the Collateral Agent Trustee in its records and detail any discrepancies. If In the event that any discrepancy exists, the Collateral Agent Trustee and the BorrowerIssuer, or the Investment Manager on behalf of the BorrowerIssuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Borrower Issuer shall appoint, within five Business Days, an Independent accountant to review such Monthly Report and the Collateral AgentTrustee’s records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Collateral AgentTrustee’s records, the Monthly Report or the Collateral AgentTrustee’s records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this AgreementIndenture.

Appears in 1 contract

Sources: Indenture (FS Investment Corp III)