Payment Date Accounting. The Borrower shall render (or cause to be rendered) an accounting (each, a “Payment Date Report”), determined as of the close of business on each Determination Date preceding a Payment Date (such Determination Date, a “Payment Date Report Determination Date”), and shall deliver such Payment Date Report to the Agents, the Collateral Administrator, the Collateral Manager and each Lender not later than the second Business Day preceding the related Payment Date. The Collateral Manager shall compile and provide to the Collateral Agent, the Collateral Administrator and the Administrative Agent a Data File for the previous monthly period ending on the Payment Date Report Determination Date (containing such information agreed upon by the Collateral Manager, the Collateral Agent, the Collateral Administrator and the Administrative Agent). The Collateral Manager shall provide (or cause to be provided) the Data File to the Collateral Agent at least six (6) Business Days prior to the Payment Date. The Collateral Administrator shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Collateral Manager on its behalf), re-calculate the calculations in clauses (i) through (x) below made by the Collateral Manager in any such Payment Date Report for such calendar month, within five (5) Business Days of the receipt thereof and notify the Collateral Manager and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Payment Date Report. The Collateral Administrator shall re-calculate pursuant to the preceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) the Minimum OC Coverage Test, (vi) the Collateral Quality Test, (vii) the Interest Coverage Ratio Test, (viii) completion of Priority of Payments pursuant to Section 9.01(a), (ix) balances for each of the Covered Accounts and (x) such other calculations as may be mutually agreed upon by the Collateral Agent, the Collateral Administrator, the Collateral Manager and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Administrator and in any event by no later than the Payment Date, the Collateral Manager shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Payment Date Report. The Payment Date Report shall contain the information that is agreed to by the Collateral Manager, the Administrative Agent and the Collateral Administrator from time to time. In addition, the Borrower shall provide (or cause to be provided) in each Payment Date Report (i) calculated as of the Payment Date Report Determination Date, the aggregate outstanding principal amount of the Advances, the Foreign Currency Advance Amount, and any amounts by which (x) the aggregate principal amount of the Advances exceeds the Maximum Facility Amount and (y) the Foreign Currency Advance Amounts exceeds the Non-Dollar Sublimit and (ii) a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Loan that constitutes a Material Modification that became effective since the immediately preceding Payment Date Report (or, in respect of the first Payment Date Report, from the Closing Date); provided, that the requirement set forth in this paragraph shall be deemed satisfied to the extent the loan tape included with such Payment Date Report marks such Collateral Loan as having been subject to a Material Modification.
Appears in 2 contracts
Sources: Credit Agreement (Lord Abbett Private Credit Fund S), Revolving Credit and Security Agreement (Lord Abbett Private Credit Fund S)
Payment Date Accounting. The Borrower shall render (or cause to be rendered) an accounting (each, a “Payment Date Report”), determined as of the close of business on each Determination Date preceding a Payment Date (such Determination Date, a “Payment Date Report Determination Date”), and shall deliver such Payment Date Report to the Agents, USActive 54953942.1755479929.4-118- the Collateral Administrator, the Collateral Manager Servicer and each Lender not later than the second Business Day preceding the related Payment Date. The Collateral Manager Servicer shall compile and provide to the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent a loan data file (the “Data File File”) in the form of Exhibit H for the previous monthly period ending on the Payment Date Report Determination Date (containing such information agreed upon by the Collateral ManagerServicer, the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent). The Collateral Manager Servicer shall provide (or cause to be provided) the Data File to the Collateral Agent at least six three (63) Business Days prior to the Payment Date. The Collateral Administrator Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Collateral Manager Servicer on its behalf), re-calculate the calculations in clauses (i) through (xxvi) below made by the Collateral Manager Servicer in any such Payment Date Report for such calendar month, within five two (52) Business Days of the receipt thereof and notify the Collateral Manager Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Payment Date Report. The Collateral Administrator Agent shall re-calculate pursuant to the preceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1 Borrowing Base, (vi) Class 2 Borrowing Base, (vii) Class 3 Borrowing Base, (viii) Class 1 OC Ratio, (ix) Class 2 OC Ratio, (x) Class 3 OC Ratio, (xi) each Class Minimum OC Coverage Test, (xii) the Minimum OC Coverage Test, (vixiii) the Collateral Quality Test, (vii) the Interest Coverage Ratio Test, (viiixiv) completion of Priority of Payments pursuant to Section 9.01(a), (ixxv) balances for each of the Covered Accounts and (xxvi) such other calculations as may be mutually agreed upon by the Collateral Agent, the Collateral Administrator, the Collateral Manager Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Administrator Agent and in any event by no later than the Payment Date, the Collateral Manager Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Payment Date Report. The Payment Date Report shall contain the information that is agreed to by the Collateral ManagerServicer, the Administrative Agent and the Collateral Administrator Agent from time to time. In addition, the Borrower shall provide (or cause to be provided) in each Payment Date Report (i) calculated as of the Payment Date Report Determination Date, the aggregate outstanding principal amount of the Advances, the Foreign Currency Advance Amount, and any amounts by which (x) the aggregate principal amount of the Advances exceeds the Maximum Facility Amount and (y) the Foreign Currency Advance Amounts exceeds the Non-Dollar Sublimit and (ii) a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Loan that constitutes a Material Modification that became effective since the immediately preceding Payment Date Report (or, in respect of the first Payment Date Report, from the Closing Date); provided, that the requirement set forth in this paragraph shall be deemed satisfied to the extent the loan tape included with such Payment Date Report marks such Collateral Loan as having been subject to a Material Modification.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Ares Capital Corp)
Payment Date Accounting. The Borrower shall render (or cause to be rendered) an accounting (each, a “Payment Date Report”), determined as of the close of business on each Determination Date preceding a Payment Date (such Determination Date, a “Payment Date Report Determination Date”), and shall deliver such Payment Date Report to the Agents, the Collateral Administrator, the Collateral Manager Servicer and each Lender not later than the second Business Day preceding the related Payment Date. The Collateral Manager Servicer shall compile and provide to the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent a loan data file (the “Data File File”) in the form of Exhibit H for the previous monthly period ending on the Payment Date Report Determination Date (containing such information agreed upon by the Collateral ManagerServicer, the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent). The Collateral Manager Servicer shall provide (or cause to be provided) the Data File to the Collateral Agent at least six three (63) Business Days prior to the Payment Date. The Collateral Administrator Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Collateral Manager Servicer on its behalf), re-calculate the calculations in clauses (i) through (xxvi) below made by the Collateral Manager Servicer in any such Payment Date Report for such calendar month, within five two (52) Business Days of the receipt thereof and notify the Collateral Manager Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Payment Date Report. The Collateral Administrator Agent shall re-calculate pursuant to the preceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1 Borrowing Base, (vi) Class 2A Borrowing Base, (vii) Class 2B Borrowing Base, (viii) Class 3 Borrowing Base, (ix) Class 1 OC Ratio, (x) Class 2A OC Ratio, (xi) Class 2B OC Ratio, (xii) Class 3 OC Ratio, (xiii) each Class Minimum OCeach Coverage Test, (xiv) the Minimum OC Coverage Test, (vixvvi) the Collateral Quality Test, (vii) the Interest Coverage Ratio Test, (viiixviviii) completion of Priority of Payments pursuant to Section 9.01(a), (ixxviiix) balances for each of the Covered Accounts and (xxviiix) such other calculations as may be mutually agreed upon by the Collateral Agent, the Collateral Administrator, the Collateral Manager Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Administrator Agent and in any event by no later than the Payment Date, the Collateral Manager Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Payment Date Report. The Payment Date Report shall contain the information that is agreed to by the Collateral ManagerServicer, the Administrative Agent and the Collateral Administrator Agent from time to time. In addition, the Borrower shall provide (or cause to be provided) in each Payment Date Report (i) calculated as of the Payment Date Report Determination Date, the aggregate outstanding principal amount of the Advances, the Foreign Currency Advance Amount, and any amounts by which (x) the aggregate principal amount of the Advances exceeds the Maximum Facility Amount and (y) the Foreign Currency Advance Amounts exceeds the Non-Dollar Sublimit and (ii) a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Loan that constitutes a Material Modification that became effective since the immediately preceding Payment Date Report (or, in respect of the first Payment Date Report, from the Closing Date); provided, that the requirement set forth in this paragraph shall be deemed satisfied to the extent the loan tape included with such Payment Date Report marks such Collateral Loan as having been subject to a Material Modification.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Morgan Stanley Direct Lending Fund)
Payment Date Accounting. The Borrower shall render (or cause to be rendered) an accounting (each, a “Payment Date Report”), determined as of the close of business on each Determination Date preceding a Payment Date (such Determination Date, a “Payment Date Report Determination Date”), and shall deliver such Payment Date Report to the Agents, the Collateral Administrator, the Collateral Manager Servicer and each Lender not later than the second Business Day preceding the related Payment Date. The Collateral Manager Servicer shall compile and provide to the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent a loan data file (the “Data File File”) in the form of Exhibit H for the previous monthly period ending on the Payment Date Report Determination Date (containing such information agreed upon by the Collateral ManagerServicer, the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent). The Collateral Manager Servicer shall provide (or cause to be provided) the Data File to the Collateral Agent at least six three (63) Business Days prior to the Payment Date. The Collateral Administrator Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Collateral Manager Servicer on its behalf), re-calculate the calculations in clauses (i) through (xxviix) below made by the Collateral Manager Servicer in any such Payment Date Report for such calendar month, within five two (52) Business Days of the receipt thereof and notify the Collateral Manager Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Payment Date Report. The Collateral Administrator Agent shall re-calculate pursuant to the preceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) the Minimum OC Coverage Test, (vi) the Collateral Quality Test, (vii) the Interest Coverage Ratio Test, (viii) completion of Priority of Payments pursuant to Section 9.01(a), (ixviii) balances for each of the Covered Accounts and (xix) such other calculations as may be mutually agreed upon by the Collateral Agent, the Collateral Administrator, the Collateral Manager Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Administrator Agent and in any event by no later than the Payment Date, the Collateral Manager Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Payment Date Report. The Payment Date Report shall contain the information that is agreed to by the Collateral ManagerServicer, the Administrative Agent and the Collateral Administrator Agent from time to time. In addition, the Borrower shall provide (or cause to be provided) in each Payment Date Report (i) calculated as of the Payment Date Report Determination Date, the aggregate outstanding principal amount of the Advances, the Foreign Currency Advance Amount, and any amounts by which (x) the aggregate principal amount of the Advances exceeds the Maximum Facility Amount and (y) the Foreign Currency Advance Amounts exceeds the Non-Dollar Sublimit and (ii) a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Loan that constitutes a Material Modification that became effective since the immediately preceding Payment Date Report (or, in respect of the first Payment Date Report, from the Closing Date); provided, that the requirement set forth in this paragraph shall be deemed satisfied to the extent the loan tape included with such Payment Date Report marks such Collateral Loan as having been subject to a Material Modification.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Payment Date Accounting. The Borrower Servicer, together with the Borrower, shall render (or cause to be rendered) an accounting (each, a “Payment Date Report”), determined as of the close of business on each Determination Date preceding a Payment Date (such Determination Date, a “Payment Date Report Determination Date”), and shall deliver such Payment Date Report to the Agents, the Collateral Administrator, the Collateral Manager Servicer and each Lender not no later than four (4) Business Days prior to the second Business Day preceding the related Payment Date15th calendar day of each January, April, July and October in each year, beginning with January 2026. The Collateral Manager Servicer shall compile and provide to the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent a loan data file (the “Data File File”) in the form of Exhibit F for the previous monthly period Collection Period ending on the Payment Date Report Determination Date (containing such information agreed upon by the Collateral ManagerServicer, the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent). The Collateral Manager Servicer shall provide (or cause to be provided) the Data File to the Collateral Agent at least six no later than four (64) Business Days prior to the Payment Date15th calendar day of each January, April, July and October in each year, beginning with January 2026. The Collateral Administrator Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Collateral Manager Servicer on its behalf), re-calculate the calculations in clauses (i) through (xxiii) below made by the Collateral Manager Servicer in any such Payment Date Report for such calendar month, within five four (54) Business Days of the receipt thereof and notify the Collateral Manager Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Payment Date Report. The Collateral Administrator Agent shall re-calculate pursuant to the preceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) the Borrower’s compliance with the Concentration Limitations and Excess Concentration AmountAmounts, (iv) Maximum Available Amount, (v) the Minimum OC each Coverage Test, (vi) the Collateral Quality Test, (vii) balances for each of the Interest Coverage Ratio TestCovered Accounts, (viii) the Adjusted Principal Balance of each Collateral Loan as of the end of such Business Day, (ix) the OC Ratio as of the end of such Business Day, (x) the Loan Value of each Collateral Loan, (xi) the S&P Rating and ▇▇▇▇▇’▇ Rating of each Collateral Loan and/or the Obligor thereunder (if applicable), (xii) completion of Priority of Payments pursuant to Section 9.01(a), (ix) balances for each of the Covered Accounts and (xxiii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Collateral Administrator, the Collateral Manager Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Administrator Agent and in any event by no later than the Payment Date, the Collateral Manager Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Payment Date Report. The Payment Date Report shall contain the information that is agreed to by the Collateral ManagerServicer, the Administrative Agent and the Collateral Administrator Agent from time to time. In addition, the Borrower shall provide (or cause to be provided) in each Payment Date Report (i) calculated as of the Payment Date Report Determination Date, the aggregate outstanding principal amount of the Advances, the Foreign Currency Advance Amount, and any amounts by which (x) the aggregate principal amount of the Advances exceeds the Maximum Facility Amount and (y) the Foreign Currency Advance Amounts exceeds the Non-Dollar Sublimit and (ii) a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Loan that constitutes a Material Modification that became effective since the immediately preceding Payment Date Report (or, in respect of the first Payment Date Report, from the Closing Date); provided, that the requirement set forth in this paragraph shall be deemed satisfied to the extent the loan tape included with such Payment Date Report marks such Collateral Loan as having been subject to a Material Modification, with reasonable detail thereof.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Overland Advantage)
Payment Date Accounting. The Borrower shall render (or cause to be rendered) an accounting (each, a “Payment Date Report”), determined as of the close of business on each Determination Date preceding a Payment Date (such Determination Date, a “Payment Date Report Determination Date”), and shall deliver such Payment Date Report to the Agents, the Collateral Administrator, the Collateral Manager Servicer and each Lender not later than the second Business Day preceding the related Payment Date. The Collateral Manager Servicer shall compile and provide to the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent a loan data file (the “Data File File”) in the form of Exhibit H for the previous monthly period ending on the Payment Date Report Determination Date (containing such information agreed upon by the Collateral ManagerServicer, the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent). The Collateral Manager Servicer shall provide (or cause to be provided) the Data File to the Collateral Agent at least six three (63) Business Days prior to the Payment Date. The Collateral Administrator Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Collateral Manager Servicer on its behalf), re-calculate the calculations in clauses (i) through (xxviix) below made by the Collateral Manager Servicer in any such Payment Date Report for such calendar month, within five two (52) Business Days of the receipt thereof and notify the Collateral Manager Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Payment Date Report. The Collateral Administrator Agent shall re-calculate pursuant to the preceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) the Minimum OC each Coverage Test, (vi) the Collateral Quality Test, (vii) the Interest Coverage Ratio Test, (viiiviiivii) completion of Priority of Payments pursuant to Section 9.01(a), (ixixviii) balances for each of the Covered Accounts and (xxix) such other calculations as may be mutually agreed upon by the Collateral Agent, the Collateral Administrator, the Collateral Manager Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Administrator Agent and in any event by no later than the Payment Date, the Collateral Manager Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Payment Date Report. The Payment Date Report shall contain the information that is agreed to by the Collateral ManagerServicer, the Administrative Agent and the Collateral Administrator Agent from time to time. In addition, the Borrower shall provide (or cause to be provided) in each Payment Date Report (i) calculated as of the Payment Date Report Determination Date, the aggregate outstanding principal amount of the Advances, the Foreign Currency Advance Amount, and any amounts by which (x) the aggregate principal amount of the Advances exceeds the Maximum Facility Amount and (y) the Foreign Currency Advance Amounts exceeds the Non-Dollar Sublimit and (ii) a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Loan that constitutes a Material Modification that became effective since the immediately preceding Payment Date Report (or, in respect of the first Payment Date Report, from the Closing Date); provided, that the requirement set forth in this paragraph shall be deemed satisfied to the extent the loan tape included with such Payment Date Report marks such Collateral Loan as having been subject to a Material Modification.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Morgan Stanley Direct Lending Fund)
Payment Date Accounting. The Borrower shall render (or cause to be rendered) an accounting (each, a “Payment Date Report”), determined as of the close of business on each Determination Date preceding a Payment Date (such Determination Date, a “Payment Date Report Determination Date”), and shall deliver such Payment Date Report to the Agents, the Collateral Administrator, the Collateral Manager Servicer and each Lender not later than the second Business Day preceding the related Payment Date. The Collateral Manager Servicer shall compile and provide to the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent a loan data file (the “Data File File”) in the form of Exhibit H for the previous monthly period ending on the Payment Date Report Determination Date (containing such information agreed upon by the Collateral ManagerServicer, the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent). The Collateral Manager Servicer shall provide (or cause to be provided) the Data File to the Collateral Agent at least six three (63) Business Days prior to the Payment Date. The Collateral Administrator Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Collateral Manager Servicer on its behalf), re-calculate the calculations in clauses (i) through (xix) below made by the Collateral Manager Servicer in any such Payment Date Report for such calendar month, within five two (52) Business Days of the receipt thereof and notify the Collateral Manager Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Payment Date Report. The Collateral Administrator Agent shall re-calculate pursuant to the preceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) the Minimum OC each Coverage Test, (vi) the Collateral Quality Test, (vii) the Interest Coverage Ratio Test, (viii) completion of Priority of Payments pursuant to Section 9.01(a), (ixviii) balances for each of the Covered Accounts and (xix) such other calculations as may be mutually agreed upon by the Collateral Agent, the Collateral Administrator, the Collateral Manager Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Administrator Agent and in any event by no later than the Payment Date, the Collateral Manager Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Payment Date Report. The Payment Date Report shall contain the information that is agreed to by the Collateral ManagerServicer, the Administrative Agent and the Collateral Administrator Agent from time to time. In addition, the Borrower shall provide (or cause to be provided) in each Payment Date Report (i) calculated as of the Payment Date Report Determination Date, the aggregate outstanding principal amount of the Advances, the Foreign Currency Advance Amount, and any amounts by which (x) the aggregate principal amount of the Advances exceeds the Maximum Facility Amount and (y) the Foreign Currency Advance Amounts exceeds the Non-Dollar Sublimit and (ii) a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Loan that constitutes a Material Modification that became effective since the immediately preceding Payment Date Report (or, in respect of the first Payment Date Report, from the Closing Date); provided, that the requirement set forth in this paragraph shall be deemed satisfied to the extent the loan tape included with such Payment Date Report marks such Collateral Loan as having been subject to a Material Modification.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Morgan Stanley Direct Lending Fund)
Payment Date Accounting. The Borrower Collateral Manager (on behalf of the Issuer) shall render (or cause to be rendered) an accounting (each, each a “Payment Date Distribution Report”), determined as of the close of business on each Determination Date preceding a Payment Date (such Determination Date, a “Payment Date Report Determination Date”), and shall deliver make available such Payment Date Distribution Report to the AgentsTrustee, the Collateral AdministratorManager, the Collateral Manager Initial Purchasers, the Rating Agency, any Holder shown on the Register of a Note and each Lender any beneficial owner of a Note who has delivered a Beneficial Ownership Certificate to the Trustee not later than the second Business Day preceding the related Payment Date. The Distribution Report shall contain the following information:
(i) the amount of interest on the Secured Notes due and payable on such Payment Date;
(ii) [reserved];
(iii) the outstanding principal balance of the Class A Notes;
(iv) the amount of principal payments to be made on the Secured Notes on such Payment Date in accordance with the Priority of Payments;
(v) the Collateral Manager shall compile and provide Management Fee payable to the Collateral AgentManager on such Payment Date, including any Current Deferred Management Fee;
(vi) an itemized description of any Administrative Expenses payable on such Payment Date;
(vii) the Aggregate Outstanding Amount of each Class as of such Payment Date, in each case after giving effect to all payments of principal on such Class to be made on such Payment Date;
(viii) the Aggregate Principal Balance of the Collateral Obligations as of the last day of the related Collection Period;
(ix) the aggregate unfunded funding obligations under all Delayed Draw Loans and Revolving Loans;
(x) calculation of the Adjusted Pool Balance of the Collateral Obligations and the Class A Borrowing Base, the Collateral Administrator Class B Borrowing Base and the Administrative Agent a Data File for the previous monthly period ending on the Payment Date Report Determination Date Aggregate Borrowing Base (containing such information agreed upon as provided by the Collateral Manager, ) with respect to the Collateral Agent, the Collateral Administrator and the Administrative Agent). The Collateral Manager shall provide Secured Notes;
(or cause to be providedxi) the Data File to the number and Aggregate Principal Balance of Collateral Agent at least six (6) Business Days prior to the Payment Date. The Collateral Administrator shall use commercially reasonable efforts to review andObligations that were Credit Risk Obligations, based solely on the Data File provided by the Borrower (or Collateral Manager on its behalf), re-calculate the calculations in clauses (i) through (x) below made by the Collateral Manager in any such Payment Date Report for such calendar month, within five (5) Business Days Delinquent Obligations and Defaulted Obligations as of the receipt thereof and notify last day of the related Collection Period;
(xii) the balance of each Account as of such Determination Date;
(xiii) the purchase price of each Additional Collateral Manager and Obligation acquired since the Administrative Agent in last Distribution Report;
(xiv) the event calculation of any discrepancy between each of the Collateral Agent’s calculations and following:
(A) the Payment Date Report. The Collateral Administrator shall re-calculate pursuant to Level 1 Portfolio Test;
(B) the preceding sentence: Level 2 Portfolio Test;
(i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (vC) the Minimum OC Coverage Floating Spread Test, ;
(viD) the Collateral Quality Weighted Average Life Test, ; and
(viiE) the Interest Coverage Ratio TestConcentration Limitations;
(xv) the sale price of any Asset that was sold or has matured since the last Distribution Report, including the amount of cash received as Principal Proceeds; and
(viiixvi) completion the cumulative amount of Priority any substitutions, purchases and sales of Payments pursuant Collateral Obligations. Each Distribution Report shall constitute instructions to Section 9.01(a), (ix) balances for each of the Covered Accounts and (x) such other calculations as may be mutually agreed upon by the Collateral Agent, the Collateral Administrator, the Collateral Manager and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, Trustee to withdraw funds from the Collateral Administrator Payment Account and in any event by no later than the Payment Date, the Collateral Manager shall compile and provide (pay or cause to be compiled and provided) to the Agents and the Lenders the Payment Date Report. The Payment Date Report shall contain the information that is agreed to by the Collateral Manager, the Administrative Agent and the Collateral Administrator from time to time. In addition, the Borrower shall provide (or cause to be provided) in each Payment Date Report (i) calculated as of the Payment Date Report Determination Date, the aggregate outstanding principal amount of the Advances, the Foreign Currency Advance Amount, and any transfer such amounts by which (x) the aggregate principal amount of the Advances exceeds the Maximum Facility Amount and (y) the Foreign Currency Advance Amounts exceeds the Non-Dollar Sublimit and (ii) a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Loan that constitutes a Material Modification that became effective since the immediately preceding Payment Date Report (or, in respect of the first Payment Date Report, from the Closing Date); provided, that the requirement set forth in this paragraph shall be deemed satisfied to such Distribution Report in the extent manner specified and in accordance with the loan tape included with such Payment Date Report marks such Collateral Loan as having been subject to a Material Modificationpriorities established in Section 11.1 and Article XIII.
Appears in 1 contract
Payment Date Accounting. The Borrower shall render (or cause to be rendered) an accounting (each, a “Payment Date Report”), determined as of the close of business on each Determination Date preceding a Payment Date (such Determination Date, a “Payment Date Report Determination Date”), and shall deliver such Payment Date Report to the Agents, the Collateral Administrator, the Collateral Manager Servicer and each Lender not later than the second Business Day preceding the related Payment Date. The Collateral Manager Servicer shall compile and provide to the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent a loan data file (the “Data File File”) in the form of Exhibit H for the previous monthly period ending on the Payment Date Report Determination Date (containing such information agreed upon by the Collateral ManagerServicer, the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent). The Collateral Manager Servicer shall provide (or cause to be provided) the Data File to the Collateral Agent at least six three (63) Business Days prior to the Payment Date. The Collateral Administrator Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Collateral Manager Servicer on its behalf), re-calculate the calculations in clauses (i) through (xxvi) below made by the Collateral Manager Servicer in any such Payment Date Report for such calendar month, within five two (52) Business Days of the receipt thereof and notify the Collateral Manager Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Payment Date Report. The Collateral Administrator Agent shall re-calculate pursuant to the preceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1 Borrowing Base, (vi) Class 2A Borrowing Base, (vii) Class 32B Borrowing Base, (viii) Class 3 Borrowing Base, (ix) Class 1 OC Ratio, (ixx) Class 2A OC Ratio, (xxi) Class 2B OC Ratio, (xii) Class 3 OC Ratio, (xixiii) each Class Minimum OC Coverage Test, (xiixiv) the Minimum OC Coverage Test, (vixiiixv) the Collateral Quality Test, (vii) the Interest Coverage Ratio Test, (viiixivxvi) completion of Priority of Payments pursuant to Section 9.01(a), (ixxvxvii) balances for each of the Covered Accounts and (xxvixviii) such other calculations as may be mutually agreed upon by the Collateral Agent, the Collateral Administrator, the Collateral Manager Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Administrator Agent and in any event by no later than the Payment Date, the Collateral Manager Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Payment Date Report. The Payment Date Report shall contain the information that is agreed to by the Collateral ManagerServicer, the Administrative Agent and the Collateral Administrator Agent from time to time. In addition, the Borrower shall provide (or cause to be provided) in each Payment Date Report (i) calculated as of the Payment Date Report Determination Date, the aggregate outstanding principal amount of the Advances, the Foreign Currency Advance Amount, and any amounts by which (x) the aggregate principal amount of the Advances exceeds the Maximum Facility Amount and (y) the Foreign Currency Advance Amounts exceeds the Non-Dollar Sublimit and (ii) a statement setting forth in reasonable detail each amendment, modification or waiver under waiver
(A) during the Reinvestment Period, (i) first, if the Minimum OC Coverage Test is not satisfied as of the relevant Determination Date, to pay principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Minimum OC Coverage Test is satisfied (on a pro forma basis as at such Determination Date) and (ii) second, to the Principal Collection Subaccount for the purchase of additional Collateral Loans (including funding Revolving Collateral Loans and Delayed Drawdown Collateral Loans) and/or for the making of any Related Document for Permitted Distribution or Permitted Tax Distribution;
(B) after the Reinvestment Period, to pay the Advances of each Collateral Loan Lender (pro rata, based on each Lender’s Percentage) until the Advances are paid in full; provided that constitutes a Material Modification that became effective since the immediately preceding Borrower shall be permitted to allocate such principal payments among the Classes on each Payment Date Report so long as, after giving effect to such allocation of payments on such Payment Date, each Class Minimum OC Coverage Test is satisfied; provided, further, that, if the Borrower would be unable to cause each Class Minimum OC Coverage Test to be satisfied on any Payment Date after allocating such payments, the Administrative Agent shall allocate such payments in its sole discretion;
(C) to the payment of amounts referred to in clauses (I) and (J) of clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder; and
(D) (1) if a Default has occurred and is continuing (unless all Obligations owing to the Lenders have been paid in full (other than contingent indemnification and expense reimbursement obligations as to which no claim has been asserted)), to remain in the Principal Collection Subaccount (other than a Permitted Tax Distribution) or (2) otherwise, any remaining amount shall be released to the Equityholder or its designee (or, in respect at the direction of the first Payment Date ReportBorrower, from deposited into the Closing DatePrincipal Collection Subaccount for investment in Collateral Loans); provided, provided that the requirement set forth in this paragraph shall be deemed satisfied if any such Default under clause (E)(1) is subsequently cured prior to the extent next Payment Date, such amounts held under clause (E)(1) may be distributed pursuant to clause (E)(2) prior to the loan tape included with such next Payment Date Report marks such Collateral Loan as having been subject to a Material ModificationDate.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Morgan Stanley Direct Lending Fund)
Payment Date Accounting. The Borrower shall render (or cause With respect to be rendered) an accounting (each, a “each Payment Date Report”), determined as of the close of business on each Determination Date preceding a Payment Date (such Determination Date, a “Payment Date Report Determination Date”), and the Trustee shall deliver such Payment Date Report make available to the AgentsRating Agency, the Collateral AdministratorManager, the Initial Purchaser and to any other Holder shown on the register of a Note, and any beneficial owner of a Note who has delivered a Beneficial Ownership Certificate to the Trustee, the Distribution Report prepared by the Collateral Manager and each Lender Administrator (on behalf of the Issuer) not later than the second Business Day preceding the related Payment Date. The Collateral Manager Distribution Report shall compile and provide be in the form agreed to the Collateral Agent, the Collateral Administrator and the Administrative Agent a Data File for the previous monthly period ending on the Payment Date Report Determination Date (containing such information agreed upon by the Collateral Manager, the Collateral Agent, the Collateral Administrator and the Administrative Agent). The Collateral Manager shall provide (or cause to be provided) the Data File to the Collateral Agent at least six (6) Business Days prior to the Payment Date. The Collateral Administrator shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Collateral Manager on its behalf), re-calculate the calculations in clauses (i) through (x) below made by the Collateral Manager in any such Payment Date Report for such calendar month, within five (5) Business Days of the receipt thereof and notify the Collateral Manager and the Administrative Agent Trustee, and shall contain, in each case for the event of any discrepancy between related Collection Period and Payment Date, the Collateral Agent’s calculations and the Payment Date Report. The Collateral Administrator shall re-calculate pursuant to the preceding sentence: following information:
(i) Aggregate Net Collateral Balance, the amount of interest on the Secured Notes due and payable on such Payment Date;
(ii) Borrowing Base, the outstanding principal balance of each Class of Secured Notes;
(iii) Excess Concentration Amount, the amount of principal payments to be made on the Secured Notes on such Payment Date in accordance with the Priority of Payments;
(iv) Maximum Available Amountthe Collateral Management Fee payable to the Collateral Manager on such Payment Date, including any Current Deferred Management Fee;
(v) the Minimum OC Coverage Test, an itemized description of any Administrative Expenses payable on such Payment Date;
(vi) the Collateral Quality TestAggregate Outstanding Amount of each Class as of such Payment Date, in each case after giving effect to all payments of principal on such Class to be made on such Payment Date;
(vii) the Interest Coverage Ratio Test, Aggregate Principal Balance of the Collateral Obligations as of the last day of the related Collection Period;
(viii) completion calculation of Priority the Adjusted Pool Balance of Payments pursuant the Collateral Obligations and the Borrowing Base with respect to Section 9.01(a), the Secured Notes;
(ix) balances for each the number and Aggregate Principal Balance of the Covered Accounts Collateral Obligations that were Credit Risk Obligations, Delinquent Obligations and (x) such other calculations as may be mutually agreed upon by the Collateral Agent, the Collateral Administrator, the Collateral Manager and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Administrator and in any event by no later than the Payment Date, the Collateral Manager shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Payment Date Report. The Payment Date Report shall contain the information that is agreed to by the Collateral Manager, the Administrative Agent and the Collateral Administrator from time to time. In addition, the Borrower shall provide (or cause to be provided) in each Payment Date Report (i) calculated Defaulted Obligations as of the Payment Date Report Determination Date, the aggregate outstanding principal amount last day of the Advances, related Collection Period and related calculations in connection with the Foreign Currency Advance Amount, and any amounts by which determination as to the occurrence of a Rapid Amortization Event (including Current Cash Balances);
(x) the aggregate balance of each Account as of such Determination Date;
(xi) the purchase price of each Additional Collateral Obligation acquired since the last Distribution Report;
(xii) the calculation of each of the following:
(A) the Level 1 Portfolio Test;
(B) the Level 2 Portfolio Test;
(C) the Minimum Floating Spread Test;
(D) the Weighted Average Life Test; and
(E) the Concentration Limitations;
(xiii) the percent of the Collateral Balance that:
(A) consists of Second Lien Loans;
(B) consists of obligations issued by a single Obligor and its Affiliates;
(C) consists of obligations issued by the 5 Obligors and their respective Affiliates whose Collateral Obligations have the highest Aggregate Principal Balance;
(D) consists of obligations issued by the 10 Obligors and their respective Affiliates whose Collateral Obligations have the highest Aggregate Principal Balance;
(E) consists of Participation Interests;
(F) consists of obligations issued by Obligors that are not Domiciled in the United States of America;
(G) consists of obligations with scheduled payments thereunder occurring less frequently than quarterly; and
(H) consists of the outstanding principal balances of and unfunded commitments under Delayed Draw Loans or Revolving Loans (including, solely for the purpose of this item (H) the amount of the Advances exceeds the Maximum Facility Amount any unfunded commitment under any Delayed Draw Loans or Revolving Loans).the status of any Rapid Amortization Event that has occurred and is continuing, Level 1 Portfolio Test and Level 2 Portfolio Test;
(yxiv) the Foreign Currency Advance Amounts exceeds the Non-Dollar Sublimit maturity date, interest rate and (ii) a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for classification of each Collateral Loan Obligation;
(xv) the Principal Balance and interest collection history of each Collateral Obligation;
(xvi) the purchase and sale history with respect to each Collateral Obligation, including the trade date and price;
(xvii) the identity and sale price of any Asset that constitutes a Material Modification was sold and the identity of any Asset that became effective has matured since the immediately preceding Payment Date Report (or, in respect of the first Payment Date last Distribution Report, including the amount of cash received as Principal Proceeds with respect thereto; and
(xviii) the cumulative amount of any substitutions, purchases and sales of Collateral Obligations. Each Distribution Report shall constitute instructions to the Trustee to withdraw funds from the Closing Date); provided, that the requirement Payment Account and pay or transfer such amounts set forth in this paragraph shall be deemed satisfied to such Distribution Report in the extent manner specified and in accordance with the loan tape included with such Payment Date Report marks such Collateral Loan as having been subject to a Material Modificationpriorities established in Section 11.1 and Article XIII.
Appears in 1 contract
Payment Date Accounting. The Borrower shall render (or cause to be rendered) an accounting (each, a “Payment Date Report”), determined as of the close of business on each Determination Date preceding a Payment Date (such Determination Date, a “Payment Date Report Determination Date”), and shall deliver such Payment Date Report to the Agents, the Collateral Administrator, the Collateral Manager and each Lender not later than the second Business Day preceding the related Payment Date. The Collateral Manager shall compile and provide to the Collateral Agent, the Collateral Administrator and the Administrative Agent a Data File for the previous monthly period ending on the Payment Date Report Determination Date (containing such information agreed upon by the Collateral Manager, the Collateral Agent, the Collateral Administrator and the Administrative Agent). The Collateral Manager shall provide (or cause to be provided) the Data File to the Collateral Agent at least six (6) Business Days prior to the Payment Date. The Collateral Administrator shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Collateral Manager on its behalf), re-calculate the calculations in clauses (i) through (x) below made by the Collateral Manager in any such Payment Date Report for such calendar month, within five (5) Business Days of the receipt thereof and notify the Collateral Manager and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Payment Date Report. The Collateral Administrator shall re-calculate pursuant to the preceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) the Minimum OC Coverage Test, (vi) the Collateral Quality Test, (vii) the Interest Coverage Ratio Test, (viii) completion of Priority of Payments pursuant to Section 9.01(a), (ix) balances for each of the Covered Accounts and (x) such other calculations as may be mutually agreed upon by the Collateral Agent, the Collateral Administrator, the Collateral Manager and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Administrator and in any event by no later than the Payment Date, the Collateral Manager shall compile and provide (or cause to be compiled and provided) to the Agents Collateral Administrator and the Administrative Agent a Data File for the previous Collection Period ending on the Determination Date (containing such information agreed upon by the Collateral Agent, the Collateral Manager, the Collateral Administrator and the Administrative Agent). The Collateral Manager shall use reasonable commercial efforts to provide the Data File by no later than 12:00 noon at least ten (10) days prior to each Payment Date. The Collateral Administrator shall, based on such Data File, the information contained in its database and information provided by the Collateral Manager, the Administrative Agent and the Lenders, compile and provide (or cause to be compiled and provided) to the Collateral Manager an accounting and report for such Collection Period (each, a “Payment Date Report”) (containing such information agreed upon by the Collateral Manager, the Collateral Administrator and the Administrative Agent). The Collateral Administrator shall use commercially reasonable efforts to provide such Payment Date Report to the Collateral Manager by no later than 12:00 noon at least five (5) days prior to the Payment Date. The Collateral Manager shall use commercially reasonable efforts to review and confirm the calculations made by the Collateral Administrator in such Payment Date Report within five (5) days of the receipt thereof but in any event no later than the Business Day preceding the Payment Date. Upon receipt of such confirmation from the Collateral Manager and in any event by no later than the Payment Date, the Collateral Administrator shall compile and provide to the Agents, the Collateral Manager, the Backup Collateral Manager and the Lenders the Payment Date Report. The Payment Date Report shall contain the information that is agreed to by the Collateral Manager, the Administrative Agent and the Collateral Administrator from time to timeset forth in Part 2 of Schedule 2 hereto. In addition, the Borrower Collateral Manager shall provide (or cause to be provided) in together with each Payment Date Report (i) calculated as Data File a copy of the Payment Date Report Determination Date, the aggregate outstanding principal amount of the Advances, the Foreign Currency Advance Amount, and any amounts by which (x) the aggregate principal amount of the Advances exceeds the Maximum Facility Amount and (y) the Foreign Currency Advance Amounts exceeds the Non-Dollar Sublimit and (ii) a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Loan that constitutes a Material Modification Modification, together with each other amendment, modification or waiver under any Related Document for each Collateral Loan that, in the Collateral Manager’s reasonable judgment, are material in relation to the related Obligor, in each case that became effective since during the immediately preceding Payment one month period ending on the Monthly Report Determination Date for the most recently delivered Monthly Report (or, in together with a listing of each Collateral Loan with respect to which one of the first Payment Date Reportforegoing amendments, from the Closing Date); modifications or waivers is being provided, that the requirement set forth in this paragraph shall be deemed satisfied to the extent the loan tape included with such Payment Date Report marks such Collateral Loan as having been subject to a Material Modification.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Payment Date Accounting. The Borrower shall render (or cause to be rendered) an accounting (each, a “Payment Date Report”), determined as of the close of business on each Determination Date preceding a Payment Date (such Determination Date, a “Payment Date Report Determination Date”), and shall deliver such Payment Date Report to the Agents, the Collateral Administrator, the Collateral Manager Servicer and each Lender not later than the second Business Day preceding the related Payment Date. The Collateral Manager Servicer shall compile and provide to the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent a loan data file (the “Data File File”) in the form of Exhibit H for the previous monthly period ending on the Payment Date Report Determination Date (containing such information agreed upon by the Collateral ManagerServicer, the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent). The Collateral Manager Servicer shall provide (or cause to be provided) the Data File to the Collateral Agent at least six three (63) Business Days prior to the Payment Date. The Collateral Administrator Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Collateral Manager Servicer on its behalf), re-calculate the calculations in clauses (i) through (xxvi) below made by the Collateral Manager Servicer in any such Payment Date Report for such calendar month, within five two (52) Business Days of the receipt thereof and notify the Collateral Manager Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Payment Date Report. The Collateral Administrator Agent shall re-calculate pursuant to the preceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1 Borrowing Base, (vi) Class 2 Borrowing Base, (vii) Class 3 Borrowing Base, (viii) Class 1 OC Ratio, (ix) Class 2 OC Ratio, (x) Class 3 OC Ratio, (xi) each Class Minimum OC Coverage Test, (xii) the Minimum OC Coverage Test, (vixiii) the Collateral Quality Test, (vii) the Interest Coverage Ratio Test, (viiixiv) completion of Priority of Payments pursuant to Section 9.01(a), (ixxv) balances for each of the Covered Accounts and (xxvi) such other calculations as may be mutually agreed upon by the Collateral Agent, the Collateral Administrator, the Collateral Manager Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Administrator Agent and in any event by no later than the Payment Date, the Collateral Manager Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Payment Date Report. The Payment Date Report shall contain the information that is agreed to by the Collateral ManagerServicer, the Administrative Agent and the Collateral Administrator Agent from time to time. In addition, the Borrower shall provide (or cause to be provided) in each Payment Date Report (i) calculated as of the Payment Date Report Determination Date, the aggregate outstanding principal amount of the Advances, the Foreign Currency Advance Amount, and any amounts by which (x) the aggregate principal amount of the Advances exceeds the Maximum Facility Amount and (y) the Foreign Currency Advance Amounts exceeds the Non-Dollar Sublimit and (ii) a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Loan that constitutes a Material Modification that became effective since the immediately preceding Payment Date Report (or, in respect of the first Payment Date Report, from the Closing Date); provided, that the requirement set forth in this paragraph shall be deemed satisfied to the extent the loan tape included with such Payment Date Report marks such Collateral Loan as having been subject to a Material Modification.. USActive 54953942.17 -110-
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Ares Capital Corp)
Payment Date Accounting. The Borrower shall render (or cause to be rendered) an accounting (each, a “Payment Date Report”), determined as of the close of business on each Determination Date preceding a Payment Date (such Determination Date, a “Payment Date Report Determination Date”), and shall deliver such Payment Date Report to the Agents, the Collateral Administrator, the Collateral Manager Servicer and each Lender not later than the second Business Day preceding the related Payment Date. The Collateral Manager Servicer shall compile and provide to the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent a loan data file (the “Data File File”) in the form of Exhibit H for the previous monthly period ending on the Payment Date Report Determination Date (containing such information agreed upon by the Collateral ManagerServicer, the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent). The Collateral Manager Servicer shall provide (or cause to be provided) the Data File to the Collateral Agent at least six three (63) Business Days prior to the Payment Date. The Collateral Administrator Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Collateral Manager Servicer on its behalf), re-calculate the calculations in clauses (i) through (xxvi) below made by the Collateral Manager Servicer in any such Payment Date Report for such calendar month, within five two (52) Business Days of the receipt thereof and notify the Collateral Manager Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Payment Date Report. The Collateral Administrator Agent shall re-calculate pursuant to the preceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) the Minimum OC Coverage Test, (vi) the Collateral Quality Test, (vii) the Interest Coverage Ratio Test, (viii) completion of Priority of Payments pursuant to Section 9.01(a), (ixviii) balances for each of the Covered Accounts and (xix) such other calculations as may be mutually agreed upon by the Collateral Agent, the Collateral Administrator, the Collateral Manager Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Administrator Agent and in any event by no later than the Payment Date, the Collateral Manager Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Payment Date Report. The Payment Date Report shall contain the information that is agreed to by the Collateral ManagerServicer, the Administrative Agent and the Collateral Administrator Agent from time to time. In addition, the Borrower shall provide (or cause to be provided) in each Payment Date Report (i) calculated as of the Payment Date Report Determination Date, the aggregate outstanding principal amount of the Advances, the Foreign Currency Advance Amount, and any amounts by which (x) the aggregate principal amount of the Advances exceeds the Maximum Facility Amount and (y) the Foreign Currency Advance Amounts exceeds the Non-Dollar Sublimit and (ii) a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Loan that constitutes a Material Modification that became effective since the immediately preceding Payment Date Report (or, in respect of the first Payment Date Report, from the Closing Date); provided, that the requirement set forth in this paragraph shall be deemed satisfied to the extent the loan tape included with such Payment Date Report marks such Collateral Loan as having been subject to a Material Modification.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Payment Date Accounting. The Borrower shall render (or cause to be rendered) an accounting (each, a “Payment Date Report”), determined as of the close of business on each Determination Date preceding a Payment Date (such Determination Date, a “Payment Date Report Determination Date”), and shall deliver such Payment Date Report to the Agents, the Collateral Administrator, the Collateral Manager Servicer and each Lender not later than the second Business Day preceding the related Payment Date. The Collateral Manager Servicer shall compile and provide to the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent a loan data file (the “Data File File”) in the form of Exhibit H for the previous monthly period ending on the Payment Date Report Determination Date (containing such information agreed upon by the Collateral ManagerServicer, the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent). The Collateral Manager Servicer shall provide (or cause to be provided) the Data File to the Collateral Agent at least six three (63) Business Days prior to the Payment Date. The Collateral Administrator Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Collateral Manager Servicer on its behalf), re-calculate the calculations in clauses (i) through (xxvi) below made by the Collateral Manager Servicer in any such Payment Date Report for such calendar month, within five two (52) Business Days of the receipt thereof and notify the Collateral Manager Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Payment Date Report. The Collateral Administrator Agent shall re-calculate pursuant to the preceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) the Minimum OC each Coverage Test, (vi) the Collateral Quality Test, (vii) the Interest Coverage Ratio Test, (viii) completion of Priority of Payments pursuant to Section 9.01(a), (ix) balances for each of the Covered Accounts and (x) such other calculations as may be mutually agreed upon by the Collateral Agent, the Collateral Administrator, the Collateral Manager Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Administrator Agent and in any event by no later than the Payment Date, the Collateral Manager Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Payment Date Report. The Payment Date Report shall contain the information that is agreed to by the Collateral ManagerServicer, the Administrative Agent and the Collateral Administrator Agent from time to time. In addition, the Borrower shall provide (or cause to be provided) in each Payment Date Report (i) calculated as of the Payment Date Report Determination Date, the aggregate outstanding principal amount of the Advances, the Foreign Currency Advance Amount, and any amounts by which (x) the aggregate principal amount of the Advances exceeds the Maximum Facility Amount and (y) the Foreign Currency Advance Amounts exceeds the Non-Dollar Sublimit and (ii) a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Loan that constitutes a Material Modification that became effective since the immediately preceding Payment Date Report (or, in respect of the first Payment Date Report, from the Closing Date); provided, that the requirement set forth in this paragraph shall be deemed satisfied to the extent the loan tape included with such Payment Date Report marks such Collateral Loan as having been subject to a Material Modification.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Morgan Stanley Direct Lending Fund)
Payment Date Accounting. The Borrower shall render (or cause to be rendered) an accounting (each, a “Payment Date Report”), determined as of the close of business on each Determination Date preceding a Payment Date (such Determination Date, a “Payment Date Report Determination Date”), and shall deliver such Payment Date Report to the Agents, the Collateral Administrator, the Collateral Manager Servicer and each Lender not later than the second Business Day preceding the related Payment Date. The Collateral Manager Servicer shall compile and provide to the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent a loan data file (the “Data File File”) in the form of Exhibit H for the previous monthly period ending on the Payment Date Report Determination Date (containing such information agreed upon by the Collateral ManagerServicer, the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent). The Collateral Manager Servicer shall provide (or cause to be provided) the Data File to the Collateral Agent at least six three (63) Business Days prior to the Payment Date. The Collateral Administrator Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Collateral Manager Servicer on its behalf), re-calculate the calculations in clauses (i) through (xxvi) below made by the Collateral Manager Servicer in any such Payment Date Report for such calendar month, within five two (52) Business Days of the receipt thereof and notify the Collateral Manager Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Payment Date Report. The Collateral Administrator Agent shall re-calculate pursuant to the preceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1 Borrowing Base, (vi) Class 2 Borrowing Base, (vii) Class 3 Borrowing Base, (viii) Class 1 OC Ratio, (ix) Class 2 OC Ratio, (x) Class 3 OC Ratio, (xi) each Class Minimum OC Coverage Test, (xii) the Minimum OC Coverage Test, (vixiiivi) the Collateral Quality Test, (vii) the Interest Coverage Ratio Test, (viiixivvii) completion of Priority of Payments pursuant to Section 9.01(a), (ixxvviii) balances for each of the Covered Accounts and (xxviix) such other calculations as may be mutually agreed upon by the Collateral Agent, the Collateral Administrator, the Collateral Manager Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Administrator Agent and in any event by no later than the Payment Date, the Collateral Manager Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Payment Date Report. The Payment Date Report shall contain the information that is agreed to by the Collateral ManagerServicer, the Administrative Agent and the Collateral Administrator Agent from time to time. In addition, the Borrower shall provide (or cause to be provided) in each Payment Date Report (i) calculated as of the Payment Date Report Determination Date, the aggregate outstanding principal amount of the Advances, the Foreign Currency Advance Amount, and any amounts by which (x) the aggregate principal amount of the Advances exceeds the Maximum Facility Amount and (y) the Foreign Currency Advance Amounts exceeds the Non-Dollar Sublimit and (ii) a statement setting forth in reasonable detail each amendment, modification or waiver USActive 58363225.2 Determination Date, to the extent received before the related Payment Date) will be transferred into the Payment Account, to be applied in the following order of priority:
(A) to pay registration, registered office and filing fees, if any, of the Borrower, subject to a cap of $15,000 per annum;
(1) first, to pay Administrative Expenses; provided that the amounts in this clause (B)(1) shall not exceed the Administrative Expense Cap; and (2) second, to the Administrative Agent to pay all fees and expenses of the Administrative Agent under the Facility Documents;
(C) to each Lender, pro rata, based on amounts owed, to pay accrued and unpaid Interest on the Advances and Unused Fees due to each such Lender and amounts payable to each such Lender under Section 2.11;
(D) (1) first, to the Servicer to pay the Servicer Fee, plus any Related Document Servicer Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds; and (2) second, to pay Servicer Expenses; provided that the amounts in this clause (D)(2) shall not exceed the Servicer Expense Cap for each Collateral Loan that constitutes a Material Modification that became effective since such Payment Date;
(E) to make Permitted Tax Distributions;
(F) (1) on the immediately preceding Payment Date Report occurring after the 12-month anniversary of the Facility Termination Date, pro rata to the Lenders to reduce the outstanding principal amount to not more than 90% of the outstanding principal amount as of the Facility Termination Date (calculated after giving effect to any paydown on such Payment Date pursuant to Section 9.01(a)(ii)), (2) on the Payment Date occurring after the 15-month anniversary of the Facility Termination Date, pro rata to the Lenders to reduce the outstanding principal amount to not more than 75% of the outstanding principal amount as of the Facility Termination Date (calculated after giving effect to any paydown on such Payment Date pursuant to Section 9.01(a)(ii)) and (3) on the Payment Date occurring after the 18-month anniversary of the Facility Termination Date, pro rata to the Lenders to reduce the outstanding principal amount to not more than 50% of the outstanding principal amount as of the Facility Termination Date (calculated after giving effect to any paydown on such Payment Date pursuant to Section 9.01(a)(ii));
(G) if the Minimum OC Coverage Test is not satisfied as of the relevant Determination Date, to pay principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Minimum OC Coverage Test is satisfied (on a pro forma basis as at such Determination Date); provided that the Borrower shall be permitted to allocate such principal payments among the Classes on each Payment Date so long as, after giving effect to such allocation of payments on such Payment Date, each Class Minimum OC Coverage Test is satisfied; provided, further, that, if the Borrower would be unable to cause each USActive 58363225.2 Class Minimum OC Coverage Test to be satisfied on any Payment Date after allocating such payments, the Administrative Agent shall allocate such payments in its sole discretion;
(i) during the Reinvestment Period, at the discretion of the Servicer, for deposit into the Revolving Reserve Account until the amount on deposit therein equals the Revolving Exposure and (ii) after the Reinvestment Period, for deposit into the Revolving Reserve Account until the amount on deposit therein equals the Revolving Exposure;
(I) to pay, on a pro rata basis, accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.10 and 13.04, all unpaid Facility Reduction Fees and all other fees, expenses or indemnities owed to the Secured Parties or Indemnified Parties;
(J) (1) first, to the payment or application of amounts referred to in clause (B)(1) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause, and (2) second, to the payment or application of amounts referred to in clause (D) above to the extent not paid in full pursuant to such clause; and
(1) if a Default has occurred and is continuing, to remain in the Interest Collection Subaccount (other than a Permitted Tax Distribution) or (2) otherwise, any remaining amount shall be released to the Equityholder or its designee (or, in respect at the direction of the first Payment Date ReportBorrower, from deposited into the Closing DatePrincipal Collection Subaccount for investment in Collateral Loans); provided, provided that the requirement set forth in this paragraph shall be deemed satisfied if any such Default under clause (K)(1) is subsequently cured prior to the extent next Payment Date, such amounts held under clause (K)(1) may be distributed pursuant to clause (K)(2) prior to the loan tape included with such next Payment Date Report marks such Collateral Loan as having been subject to a Material ModificationDate.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Ares Capital Corp)
Payment Date Accounting. The Borrower shall render (or cause to be rendered) an accounting (each, a “Payment Date Report”), determined as of the close of business on each Determination Date preceding a Payment Date (such Determination Date, a “Payment Date Report Determination Date”), and shall deliver such Payment Date Report to the Agents, the Collateral Administrator, the Collateral Manager Servicer and each Lender not later than the second Business Day preceding the related Payment Date. The Collateral Manager Servicer shall compile and provide to the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent a loan data file (the “Data File File”) in the form of Exhibit H for the previous monthly period ending on the Payment Date Report Determination Date (containing such information agreed upon by the Collateral ManagerServicer, the Collateral Agent, the Collateral Administrator Agent and the Administrative Agent). The Collateral Manager Servicer shall provide (or cause to be provided) the Data File to the Collateral Agent at least six three (63) Business Days prior to the Payment Date. The Collateral Administrator Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Collateral Manager Servicer on its behalf), re-calculate the calculations in clauses (i) through (xxvi) below made by the Collateral Manager Servicer in any such Payment Date Report for such calendar month, within five two (52) Business Days of the receipt thereof and notify the Collateral Manager Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Payment Date Report. The Collateral Administrator Agent shall re-calculate pursuant to the preceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1 Borrowing Base, (vi) Class 2 Borrowing Base, (vii) Class 3 Borrowing Base, (viii) Class 1 OC Ratio, (ix) Class 2 OC Ratio, (x) Class 3 OC Ratio, (xi) each Class Minimum OC Coverage Test, (xii) the Minimum OC Coverage Test, (vixiii) the Collateral Quality Test, (vii) the Interest Coverage Ratio Test, (viiixiv) completion of Priority of Payments pursuant to Section 9.01(a), (ixxv) balances for each of the Covered Accounts and (xxvi) such other calculations as may be mutually agreed upon by the Collateral Agent, the Collateral Administrator, the Collateral Manager Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Administrator Agent and in any event by no later than the Payment Date, the Collateral Manager Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Payment Date Report. The Payment Date Report shall contain the information that is agreed to by the Collateral ManagerServicer, the Administrative Agent and the Collateral Administrator Agent from time to time. In addition, the Borrower shall provide (or cause to be provided) in each Payment Date Report (i) calculated as of the Payment Date Report Determination Date, the aggregate outstanding principal amount of the Advances, the Foreign Currency Advance Amount, and any amounts by which (x) the aggregate principal amount of the Advances exceeds the Maximum Facility Amount and (y) the Foreign Currency Advance Amounts exceeds the Non-Dollar Sublimit and (ii) a statement setting forth in reasonable detail each amendment, modification or waiver under any Related Document for each Collateral Loan that constitutes a Material Modification that became effective since the immediately preceding Payment Date Report (or, in respect of the first Payment Date Report, from the Closing Date); provided, that the requirement set forth in this paragraph shall be deemed satisfied to the extent the loan tape included with such Payment Date Report marks such Collateral Loan as having been subject to a Material Modification.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Morgan Stanley Direct Lending Fund)