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They require time to settle the full amount outstanding. In contrast to vintage funds, some private equity fund of funds targeted for use by individual investors have been structured as evergreen funds. A capital call is the action taken by the GP to receive additional or uncalled capital from investors. Y?5}0 W 3.1 On Application Money Received. An unfunded commitment isnt leverage, but like leverage, defaulting on an unfunded commitment has an asymmetric downside. Fixed capital cost means the capital needed to provide all the depreciable components. Look what happens. Share Forfeiture A/c - credited with the amount already paid by the defaulter. >> Apart from specific uses, the share premium account should be treated as if it were part of the paid-up share capital of the company. Capital calls are generally sent via . Capital Contributions to the Fund over a specified period of time. When an investing PE fund of funds defaults on a capital commitment to an underlying fund, the underlying fund may claim the fund of funds' partnership interest in the underlying fund (like a bank foreclosing on a homeowner who's defaulted on their mortgage, but without requiring the involvement of the courts). Limited Company. The fund needed $50 million in cash by 31st January. Reserve capital is part of 'Uncalled capital'. It represents the par value of a company's total number of outstanding shares in accounting. For the third post, Drawdowns, click here. Copyright 1999-2023 ProZ.com - All rights reserved. Called Capital = total amount of capital called by the GP and paid in to the fund by investors. The prospectus should be read carefully before investing in the Fund. This is an agreeable arrangement for many LPs, who are often allowed to hold their uncalled capital in low-risk investment accounts to earn modest returns until the capital call is made. What is the implication of the new Companies Act No. endstream endobj 4231 0 obj <>>>/Filter/Standard/Length 128/O(q 1,[Xx"`re)/P -1324/R 4/StmF/StdCF/StrF/StdCF/U(H*q\\s )/V 4>> endobj 4232 0 obj <>>>/Lang(weVPY68%OP@RY $6h)/MarkInfo<>/Metadata 204 0 R/Names 4250 0 R/OpenAction 4233 0 R/Outlines 274 0 R/PageLabels 4216 0 R/PageLayout/SinglePage/Pages 4219 0 R/StructTreeRoot 275 0 R/Type/Catalog/ViewerPreferences<>>> endobj 4233 0 obj <> endobj 4234 0 obj <>/ExtGState<>/Font<>/ProcSet[/PDF/Text/ImageC]/XObject<>>>/Rotate 0/StructParents 4/Tabs/S/Thumb 154 0 R/TrimBox[0.0 0.0 612.0 792.0]/Type/Page>> endobj 4235 0 obj <>stream For writing off the accumulated Josses under the scheme of capital reduction, we debit: By using this site, you are agreeing to security monitoring and auditing. Consolidated Capital means the sum (without duplication) of (i) Consolidated Debt of the Borrower (without giving effect to the proviso in the definition of Consolidated Debt) and (ii) consolidated equity of all classes (whether common, preferred, mandatorily convertible preferred or preference) of the Borrower. The newly proposed version of the rule again addresses the topic of unfunded commitments. We said this cash was needed to fund portfolio investments or pay fund expenses. %PDF-1.6 This website does not constitute an offer to sell or buy any securities. Using this historical data and the distribution of their capital commitments to specific underlying funds of specific vintages in their portfolio, experienced institutional PE investors can model the calls expected to be issued by underlying funds drawing capital against their commitment. Companies do not like waiting, however. Increase its share capital by making fresh issue. It invites public to subscribe to its shares. To order reprints of this article, please contact David Rowe at d.rowe{at}pageantmedia.com or 646-891-2157. The outcome should be that, having re-balanced contributed capital, the amount of uncalled capital for each partner is consistent with the % ownership of each partner after this, the 2nd, closing. Uncalled Capital means the aggregate amount of Capital Contributions that Borrower has the right on such date to demand from the Investors and that Borrower has not yet demanded. 8 This tool is for informational purposes only. Generally, contingencies are an obligation that arises from a past event but is not recognised (e.g. Importantly, the obligations surrounding capital calls will be unique to each fund, and potential investors should be sure that they understand these obligations as stated explicitly in an LPA before making any financial commitments. On the same date, 25% of the registered share capital was paid up. The part of uncalled capital, that is called up only on the event of company's liquidation is known as Reserve Capital. NB. The formula for finding the cost of loose tools consumed is as follows: Cost of loose tools consumed = Opening inventory of loose tools + Purchases of loose tools - Closing inventory of loose tools Cost of loose tools consumed = 5,000 + 500 - 4,500 = 1,000 Adjusted Capital and Reserves means the aggregate of: Retired Capital Stock shall have the meaning provided in Section 10.5(b)(2). Let us take a look. Join BNY Mellon, worlds largest investment company, in its office in Wroclaw, Poland! Partially Adjusted Capital Account means, with respect to any Member for any taxable year or other period of the Company, the Capital Account balance of such Member at the beginning of such year or period, adjusted for all contributions and distributions made or deemed made to or by such Member during such year or period and all special allocations to such Member pursuant to Section 6.2 with respect to such year or period, but before giving effect to any allocations of Net Profit or Net Loss to such Member pursuant to Section 6.1 with respect to such year or period. It is a solution that is generally in place for 30-90 days. Based on 1 documents Called up share capital is shares issued to investors under the understanding that the shares will be paid for at a later date or in installments. To allow for equitable access to all users, SEC reserves the right to limit requests originating from undeclared automated tools. (B) Prepares the Report. About Anita Forrest. In reality, it is likely that, in addition to attracting these new investors, the GP issues a Capital Call Notice to all investors for a drawdown at this 2nd closing on 30th June. Answer. In this scenario, the remaining $75K would represent the LPs uncalled capital. However, the company may call this amount at any time but that must be subject to the terms of issue of shares. Although less common, capital calls can be made unexpectedly due to unforeseen complications related to an investment. 4 Accounting treatment 4.1. Investments in the Fund are not bank deposits (and thus not insured by the FDIC or by any other federal governmental agency) and are not guaranteed by Yieldstreet or any other party. Financial Accounting. These funds include: the CPG Carlyle Master Fund, which invests in underlying private equity funds sponsored by Carlyle Group (CG); the Altegris KKR Master Fund, which invests in underlying funds sponsored by KKR (KKR); the Pomona Investment Fund, operated by a subsidiary of Voya Financial (VOYA); and the AMG Pantheon Master Fund, operated by a subsidiary of Affiliated Managers Group (AMG). It is available only for the creditors on winding up of the company. See also: Authorized Shares. E.g., the shares are of face value Rs. Return on Invested Capital for a period shall mean earnings before interest, taxes, depreciation and amortization divided by the difference of total assets less non-interest bearing current liabilities. In this model, the PE fund of funds allocates $1M in unfunded commitments spread over 15 vintage years and, when a vintage year ages off, it's replaced with a same size commitment to a new vintage. The amount of cash they are required to pay is determined by their % ownership of the fund based on commitment amounts after this 2nd closing. When issue price is payable in one installment or lump sum, then the entry should be passed through share . Capital call facilities, also known as subscription finance facilities, are a fund finance solution that has become a mainstream tool for private capital sponsors across strategies including buyouts, private credit, venture, real estate and infrastructure. Double Entry for Paid Share Capital. And Ill address that in my next post. Participation is free and the site has a strict confidentiality policy. Due to unforeseen circumstances, both of them cannot fulfil to put the required cash into bank account. Other considerations include an interest compensation charge. You should not construe any information provided here as investment advice or a recommendation, endorsement or solicitation to buy any securities offered on Yieldstreet. Table 1 - Pct. Stated differently, unfunded commitments corresponding to 500% - 550% of the available liquid assets could be supported. The effect of The Companies Act No 71 of 2008 is that a share premium . Further, the alternative investment portion of your portfolio should include a balanced portfolio of different alternative investments. In reality, accounting must know exactly what its for. Companies can disclose numerous different types of share capital. 7 Investors should carefully consider the investment objectives, risks, charges and expenses of the Yieldstreet Prism Fund before investing. A market distortion could significantly impact these scenarios, possibly resulting in an underlying fund drawing more rapidly on unfunded commitments and reflected in greater than expected capital call amounts. When an LP buys into a PE fund, they will often agree to pay a portion of their investment up front, and to have the remaining balance held to be used at a later date. Before investing you should: (1) conduct your own investigation and analysis; (2) carefully consider the investment and all related charges, expenses, uncertainties and risks, including all uncertainties and risks described in offering materials; and (3) consult with your own investment, tax, financial and legal advisors. This post considers what happens when there is a subsequent closing and, in particular, what is meant by equalisation (the true-up'). A capital call is a tool used by private fund managers (commonly referred to as "general partners" or GPs) to collect capital from investors (referred to as "limited partners" or LPs) when the fund needs it most. Unauthorized attempts to upload information and/or change information on any portion of this site are strictly prohibited and are subject to prosecution under the Computer Fraud and Abuse Act of 1986 and the National Information Infrastructure Protection Act of 1996 (see Title 18 U.S.C. 2012 Farlex, Inc. All Rights Reserved Want to thank TFD for its existence? Uncalled up capital: It is that part of a subscribed capital that is not yet called up, but can be called up as per requirement. There is no guarantee that targeted interest or returns will be realized or achieved or that an investment will be successful. 5 Represents the sum of the interest accrued in the statement period plus the interest paid in the statement period. While there is no standard format for a capital call notice, a typical capital call notice includes: The LP's share of the amount due, The portion of all committed capital called, Banking details, and Payment due date. A recallable distribution is a distribution to LPs that GPs have the right to call again for the purpose of investing. What Happens if an LP Fails to Make a Capital Call? Rate of dividend on Preference shares is fixed. with assets under management (AUM) or investor capital at risk. For example, the Model Partnership Agreement of the Institutional Limited Partner Association states that an underlying vintage fund's General Partner may "determine that the Defaulting Partner must forfeit up to 100% of its Interest in the Fund without payment or other consideration therefor." In effect, he receives a capital call notice requesting that he pay the difference, $3,860,831. For another site operated by ProZ.com for finding translators and getting found, go to, General / Conversation / Greetings / Letters, http://www.companieshouse.gov.uk/about/gbhtml/gba6.shtml. The SEC ultimately accepted these explanations and, primarily due to the on-going debate around the method by which derivative exposure should be measured, Rule 18f-4 (as proposed in December 2015) was not enacted by the SEC. One such term that will almost always be of critical importance is capital call. Company - Accounting for Share Capital. Capital Contributions means the money or other assets transferred to a private equity Fund by an Investor with respect to the Investor's Capital Commitment. 3 and 4). Fortunately, as a standard practice among PE and venture capital (VC) funds, capital calls are fairly straightforward and their various applications can ultimately be grasped with little difficulty. This is due to the inflation adjustment. As a consequence, a PE fund of funds structured as an evergreen fund must maintain an amount of liquid assets adequate to meet potential capital calls from underlying vintage funds. Past performance is not a reliable indicator of future results and should not be relied upon as the basis for making an investment decision. No application for reduction of share capital shall be sanctioned by the Tribunal unless the accounting treatment proposed by the company is in conformity with the accounting standards specified in section 133 or any other provision of this Act and a certificate to that effect by the company's auditor has been filed with the Tribunal. I wrote this article myself, and it expresses my own opinions. Share Capital - debited with total amounts called up. Just as coastal homes should be built to withstand hurricanes, a PE fund of fund's capital model and unfunded commitments should be constructed to survive potential market distortions that could occur more than once within the 15 year life of a typical PE vintage. On average over the 15 year life span of a typical vintage fund, given the peaks and troughs of its capital use, only 30% - 50% of the committed capital is deployed. Effectively, the original investors are credited as compensation for having their % holding diluted. You can request verification for native languages by completing a simple application that takes only a couple of minutes. By this measure, three of the funds identified in Fig. Related to Uncalled Capital Commitments. The new investors make the following payments to the fund: This true-up, has the effect of putting all investors on an equal footing and its called equalisation. Varo, Stripe said to be raising new funds at much lower valuations. This document sets out the Basel III leverage ratio framework, along with the public disclosure . >LH hs4T .f.S!P 8;;[j=&D%{ivVEa0R1{ks }E.xxtO?#rYIU}d3[TnX{~p)JH@)q$2N7B)CWQ5:=S..cAN4xRZq^yUu,kuSe'E.2Z-]O {e;9q\X4ms,1frM n _l$Vq&U(c 1[loY]J[!K)S$eKyA0N{%1+l9:t@"S3i/fNT,h:6@:RDqPW/ Profits will usually be higher when the financial concept of capital is used compared to the physical concept of capital. In addition, other financial metrics and calculations shown on the website (including amounts of principal and interest repaid) have not been independently verified or audited and may differ from the actual financial metrics and calculations for any investment, which are contained in the investors portfolios. In their response to reduce cash drag, these PE funds of funds generally purchased additional underlying vintage fund interests with associated unfunded commitments, increasing their degree of over-commitment. Learn more. Ken McGuire has developed patent pending private market product innovations, which include both novel investment product structures and enabling technology, known commercially as the Aditum Aqueduct. 0 x\r#W1@#"r9uQ]m5fD S J_5(eLbcX>4M_PhyW~W~+[Bqo#h[ha|q+%o[T;*svm8P_-P-eWZE|_wurG c17>>Uc4q|'fQN Y;phvQD*)ZT\V by Michael Roth. 8. Until such time as it constitutes called-up share capital under section 547 of the Companies Act 2006, uncalled share capital is not included in share capital or the share premium account balance in a company's accounts. The result is, at partner level, accounting can then reflect proper allocations of expenses, gains and losses. Note: We do not offer technical support for developing or debugging scripted downloading processes. Continuing our example of the DesTek Fund, there is another round of financing and so a subsequent closing. Share capital and reserves (IAS 1, IAS 32, IAS 39) Leases (IFRS 16) Share-based payments (IFRS 2) Operating segments (IFRS 8) Taxation (IAS 12) . the creation, allotment or issue of any Shares or the grant or agreement to grant any option over Shares or uncalled capital of the Company or the issue of any obligations convertible into shares or any other change in the issued share capital of the Company. It also refers to securities inventory carried by a market maker . b. calls-in-advance. In Scenarios 2 and 3, concentrations of unfunded commitments and a more condensed call schedule create peaks and troughs of expected capital calls. completed by 2017, with a view to migrating to a Pillar 1 (minimum capital requirement) treatment on 1 January 2018. Uncalled capital should always appear boldly, on the balance sheet as a " Memo" item and explained in the "Notes to the Accounts". Dr Bank. Corporate Accounting . Capital Call Facilities - LPA and side letter review. Capital calls allow firms to limit the capital under their management to that which is actively being invested, and to attract new investors with relatively low initial buy-ins. Cr Share capital. (thomas.meyer{at}amiet.tech) <!-- --> 1. << As expected, these lower return assets created "cash drag", reducing overall fund returns. A company sort of organisation is that the third stage within the evolution of sorts of organisation. Yieldstreet does not make any representation or warranty to any prospective investor regarding the legality of an investment in any Yieldstreet Securities. So the following adjustments are made for forfeiture of shares. I wrote this article myself, and it expresses my own opinions. Uncalled Capital Capital that a company has raised by issuing shares or bonds but that the company has not collected because it has not requested payment. Our company never receives or stores any of this information and our third parties do not provide or sell this information to any other company or service. Given the long-term nature of PE investment, and the absolute necessity that adequate liquid assets be available in support of that investment, it would be ideal for PE evergreen fund investors to be able to select and revise their chosen liquid asset investment strategy periodically, as their individual outlooks and market conditions change. Estimated projections do not represent or guarantee the actual results of any transaction, and no representation is made that any transaction will, or is likely to, achieve results or profits similar to those shown. The total amount required from LPs 6,7 and 8, is apportioned across the original investors based on their % holding after the initial closing. The instalments are named: Application money - Received by a comp . The exposure measure for the leverage ratio should generally follow the accounting value, subject to the following: on . A capital call is a tool used by private fund managers (commonly referred to as general partners or GPs) to collect capital from investors (referred to as limited partners or LPs) when the fund needs it most. Please declare your traffic by updating your user agent to include company specific information. You alone assume the sole responsibility of evaluating the merits and risks associated with the use of this information before making any decisions based on such information. The called up share capital will be 8 * 10,00,000 = Rs 80 lakhs. 4 KudoZ points were awarded for this answer. 'Uncalled capital' means the outstanding amount on shares on which the call money is not yet called. uncalled capital is collateral and, similar to other asset-backed lending structures, provides the lender with "over-collateralization." Exclusion Events: Upon the occurrence of certain negative events, Eligible Investors will automatically be excluded from the borrowing base and become Excluded Investors. This capital maintenance rule is intended to protect a company's creditors by ensuring that the assets representing the capital of a company remain available to them for future recourse. For example, based on the commitment of $30 million, LP8 owns 8.08% of the fund. Login or register (free and only takes a few minutes) to participate in this question. This is also known as "drawn capital" or "paid-in capital." Uncalled Capital = total amount of capital that is available to be called by the GP. Lets go ahead and take a closer look at what a capital call is and answer some frequently asked questions related to the term. Authorized, issued, subscribed, unissued, called-up, paid-up capital, and so on are examples of . So there is unique share capital account and accounting treatment for the issue of shares. Our site uses a third party service to match browser cookies to your mailing address. Shareholder A fork out $6000 while Shareholder B fork out $3000. Required Capital Amount means, as of any date of determination, an amount equal to the greater of (a) 3% of the Aggregate Commitment under the Credit and Security Agreement, and (b) the product of (i) 1.5 times the product of the Default Ratio times the Default Horizon Ratio, each as determined from the most recent Monthly Report received from the Servicer under the Credit and Security Agreement, and (ii) the Outstanding Balance of all Receivables as of such date, as determined from the most recent Monthly Report received from the Servicer under the Credit and Security Agreement. Committed Capital = fund size = sum of all commitments made by investors (LPs and GP). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Farlex Financial Dictionary. We then use another company to send special offers through the mail on our behalf. the rate at which capital is called against the commitments, the rate at which capital is returned, allowing the capital to be re-applied to a subsequent call, and. Unpaid share capital may be called upon by an administrator if a company gets into financial distress. I/we have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours. When a fund borrows to create leverage, it provides the lender with assets as collateral against the loan. 5 Section 18 was designed to limit the extent to which RICs could have leveraged capital structures. Finally, Scenario 3, the scenario with the most concentrated unfunded commitments and greatest expected aggregate call amount, might require available liquid assets of as much as 60% of the currently unfunded commitments (i.e. :E"eOE9RR`A @h6=w6-+UlhK7[jNDWK7b?baq7$l8^Ct7kxE rDFt *ZN<31,h07J^sOEVk6}l|p]8 $fdzW)E@ZhM =M#.A3\lOv=k@lY9 ',`\/Sj}!fJM$E|p $82OOk`Zl/A.f)Xsx{*&|WC= : $eb&^s5)"\VrD%!`?9/bkKV8 \9_Vgv)(7(Qy%r?~$u#LLIvNli wd Actual performance may deviate from these expectations materially, including due to market or economic factors, portfolio management decisions, modelling error, or other reasons. Explain the term 'Forfeiture of Shares' and give the accounting treatment on forfeiture. Stated. The information provided here is of a general nature and does not address the circumstances of any particular individual or entity. Capital calls are how the GPs convert uncalled capital into paid-in capital. This SEC practice is designed to limit excessive automated searches on SEC.gov and is not intended or expected to impact individuals browsing the SEC.gov website. the distribution of unfunded commitments across vintage years. At that time, many respondents to the proposal explained that Financial Commitment Transactions should not be governed by Section 18 leverage restrictions, as such transactions are not a form of leverage, given that they entail no borrowing and don't accelerate gains or losses. Unfinanced Capital Expenditures means, for any period, Capital Expenditures made during such period which are not financed from the proceeds of any Indebtedness (other than the Revolving Loans; it being understood and agreed that, to the extent any Capital Expenditures are financed with Revolving Loans, such Capital Expenditures shall be deemed Unfinanced Capital Expenditures). In November 2019, the SEC proposed a revised version of Rule 18f-4. How should this be presented in the annual accounts? Date. Changing the number of shares is a complex process, so it's better to have lots of shares and only issue half of them. Hyperlinks to third-party sites, or reproduction of third-party articles, do not constitute an approval or endorsement by Yieldstreet of the linked or reproduced content. Reduction of capital can take any one of the following three forms: (a) Reducing (or Extinguishing) in liability in respect of unpaid/uncalled amount. Current guidelines limit users to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. PB8.S&z}R.{Mi 't>e%P5L3. They would be paying cash at this Drawdown B but proportionally less than the new investors. You will also have access to many other tools and opportunities designed for those who have language-related jobs Class C Common Stock means the Class C Common Stock, par value $0.01 per share, of the Company. Yieldstreet provides access to alternative investments previously reserved only for institutions and the ultra-wealthy. Source: Annual (N-CSR), Semi-Annual (N-CSRS) and Quarterly (N-Q) filings from sec.gov, Source: Annual (N-CSR) and Semi-Annual (N-CSRS) filings from sec.gov. These subsequent investors are coming into the fund at this 2nd closing on 30th June 2014. Qualified Capital Stock means any Capital Stock that is not Disqualified Capital Stock. Unfunded commitments are a staple of private equity; for many registered PE funds this means cash drag and/or over-commitment. Revolut posted its first annual profit after missing multiple deadlines to release its financials. Royalty Accounts. /Length 5 0 R A shareholder has to pay . Company - Issue of Debentures. I've already developed and filed a pending patent on fund administration processes and technology which, when coupled with the flexibility of proposed Rule 12d1-4, will provide PE evergreen fund investors with a range of liquid investment strategies to be employed at their discretion, on their behalf. It does not summarize or compile all the applicable information. Contracts for Difference (CFDs) from a fund accounting perspective, Private Equity Fund Accounting Equalisation Interest, Private Equity Fund Accounting - Subsequent Closings & Equalisation, Private Equity Fund Accounting - Drawdowns, Private Equity Fund Accounting - Commitments & Closings, Central Bank of Ireland and AML Training In The Funds Industry, Private Equity Fund Accounting Essentials, FATCA for Hedge Funds: Eight Common Pitfalls, Irish Funds Industry, Knowledge, Tech et Als. Share Capital Alteration Way # 1. This amount typically forms a part of the non-distributable reserves of the firm. unfunded commitments corresponding to 165% of available liquid assets could be supported). Nothing on this website is intended as an offer to extend credit, an offer to purchase or sell securities or a solicitation of any securities transaction. So, having properly reflected the true-up or equalisation, or what many refer to as re-balancing, what else must be considered regarding 2nd and subsequent closings? Privacy - Print page. As a tool to reduce their liquid assets on hand and the resulting cash drag, PE evergreen funds of funds have employed an "over-commitment" strategy, which entails making unfunded commitments in excess of the assets available within the evergreen fund to meet the commitments. Lawrence C. Adjusted Capital Account Balance means, with respect to each Partner, the balance in such Partners Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Partners share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. GPs typically dont want to be asking their investors for additional funds on a regular basis, therefore capital calls are usually reserved for critical points in an investment deal, i.e., right when a deal is about to close. Standard exclusion events 4230 0 obj <> endobj For this reason, potential VC investors usually understand and accept the necessity of capital calls, and trust their GPs to make the best decision as to the use of their uncalled capital over the lifecycle of the fund. No communication by YieldStreet Inc. or any of its affiliates (collectively, Yieldstreet), through this website or any other medium, should be construed or is intended to be a recommendation to purchase, sell or hold any security or otherwise to be investment, tax, financial, accounting, legal, regulatory or compliance advice, except for specific investment advice that may be provided by YieldStreet Management, LLC pursuant to a written advisory agreement between such entity and the recipient. September 8, 2020. CET1 Capital means, as of any Quarterly Financial Period End Date or Extraordinary Calculation Date, the sum, expressed in pounds sterling, of all amounts that constitute common equity tier 1 capital of the Group as of such date, less any deductions from common equity tier 1 capital required to be made as of such date, in each case as calculated by the Company on a consolidated basis in accordance with the Capital Regulations applicable to the Group on such Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case may be (which calculation shall be binding on the Trustee and the Holders and Beneficial Owners).