Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that: (a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%; (b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; (c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%; (d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein; (e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%; (f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base); (g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and (h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:
Appears in 5 contracts
Samples: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” with respect to a Borrower shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Portfolio Investment of such Borrower in the Collateral Pool of such Borrower by (excluding any Cash Collateral held y) the applicable Advance Rate by the Administrative Agent pursuant (z) solely with respect to Section 2.05(k) or the last paragraph of Section 2.09(a)); an Unlisted Borrower, 0.9091, provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the such Portfolio Investments of such Borrower of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10GAAP exceeding 6% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount Value of investments inall such Portfolio Investments in the Collateral Pool of such Borrower, and advances to, Financing Subsidiaries) shall be 50% of the otherwise applicable Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%Rate;
(b) the Advance Rate applicable to that portion of the aggregate Value of the such Portfolio Investments of such Borrower of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 2012% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount Value of investments in, and advances to, Financing Subsidiaries) all such Portfolio Investments in the Collateral Pool of such Borrower shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the such Portfolio Investments of such Borrower in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount Value of investments in, and advances to, Financing Subsidiaries) all such Portfolio Investments in the Collateral Pool of such Borrower shall be 0%; provided that, with respect to the Portfolio Investments of such Borrower in a single Industry Classification Group from time to time designated by the such Borrower to the Administrative Agent Collateral Agent, such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the aggregate Value for of such Portfolio Investments of such Borrower in such single Industry Classification Group that exceeds 30% of the Shareholders’ Equity aggregate Value of all such Portfolio Investments in the Collateral Pool of such Borrower shall the Advance Rate applicable to such excess Value be 0%;
(d) the Advance Rate applicable to that portion of the aggregate Value of investments of such Borrower and such other Obligors in Non-Core Investments that exceeds 20% of the aggregate value of all such Portfolio Investments in the Collateral Pool of such Borrower shall be 0%;
(e) the Advance Rate applicable to such Borrower’s investments in any Excluded Asset shall be 0%;
(f) the aggregate Value of investments of such Borrower and such other Obligors in Cash, Cash Equivalents, Short-Term U.S. Government Securities, Performing First Lien Bank Loans and Performing Second Lien Bank Loans of such Borrower and such other Obligors may not be less than 50% of the aggregate Value of all Portfolio Investments in the Collateral Pool of such Borrower; provided that this paragraph (f) shall not apply to a Borrower and the other members in its Obligor Group at any time the sum of the Combined Debt Amount of such Borrower exceeds 67% of the Other Debt Amount of such Borrower;
(g) the aggregate Value of investments of such Borrower and such other Obligors in Cash, Cash Equivalents, Short-Term U.S. Government Securities and Performing First Lien Bank Loans of such Borrower and such other Obligors may not be less than 20% of the aggregate Value of all Portfolio Investments in the Collateral Pool of such Borrower; provided that this paragraph (g) shall not apply to a Borrower and the other members in its Obligor Group at any time the sum of the Combined Debt Amount of such Borrower exceeds 67% of the Other Debt Amount of such Borrower;
(h) no Portfolio Investment of such Borrower may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on of such Portfolio Investment and Borrower until such time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security AgreementAgreement to which such Borrower is a party) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood ; provided that in no event shall Equity Interests the case of Financing Subsidiaries any Portfolio Investment of such Borrower in which the Collateral Agent has a first-priority perfected security interest pursuant to a valid Uniform Commercial Code filing, such Portfolio Investment may be included in the Borrowing BaseBase of such Borrower so long as all remaining actions to complete “Delivery” are satisfied within 7 days of such inclusion (or such longer period up to thirty (30) days as the Administrative Agent and the Collateral Agent may agree in their respective sole discretion);
(g) ; provided further that voting stock of any Controlled Foreign Corporation of such Borrower or such other Obligor in excess of 65% of the portion issued and outstanding voting stock of such Controlled Foreign Corporation shall not be included as a Portfolio Investment for purposes of calculating the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%Borrower; and
(hi) the portion of no Participation Interest may be included in the Borrowing Base attributable of such Borrower for more than 90 days. For the avoidance of doubt, (a) to avoid double-counting of excess concentrations, any Advance Rate reductions set forth under this Section 5.13 shall be without duplication of any other such Advance Rate reductions and (b) to the extent the Borrowing Base of a Borrower is required to be reduced to comply with this Section 5.13, such Borrower shall be permitted to choose the Portfolio Investments invested outside of such Borrower to be excluded from the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative AgentBorrowing Base to effect such reduction. As used herein, with respect to any Borrower or any other member of its Obligor Group, the following terms have the following meanings:
Appears in 4 contracts
Samples: Senior Secured Revolving Credit Agreement (FS Investment Corp II), Senior Secured Revolving Credit Agreement (FS Investment Corp III), Senior Secured Revolving Credit Agreement (Corporate Capital Trust, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Portfolio Investment in the Collateral Pool to the extent the Borrower elects to include such Portfolio Investment in the Borrowing Base and (excluding any Cash Collateral held by y) the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); applicable Advance Rate for such Portfolio Investment, provided that:
(a) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Borrowing Base of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), ) in accordance with GAAP, that exceeds 10GAAP exceeding 6% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount Value of investments inall Portfolio Investments in the Collateral Pool, and advances to, Financing Subsidiaries) shall be 50% of the otherwise applicable Advance Rate otherwise applicableRate; provided that(ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Borrowing Base of all issuers in a Consolidated Group in accordance with GAAP exceeding 205% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool, shall be 50% of the Borrower otherwise applicable Advance Rate; or (whichiii) less than 1.75:1.00, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Borrowing Base of all issuers in a Consolidated Group in accordance with GAAP exceeding 4% of the aggregate Value of all Portfolio Investments in the Collateral Pool, shall be 50% of the otherwise applicable Advance Rate;
(b) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Borrowing Base of all issuers in a Consolidated Group in accordance with GAAP exceeding 12% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%; (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Borrowing Base of all issuers in a Consolidated Group in accordance with GAAP exceeding 10% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0% or (iii) less than 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Borrowing Base of all issuers in a Consolidated Group in accordance with GAAP exceeding 8% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%;
(c) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Borrowing Base in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount Value of investments in, and advances to, Financing Subsidiaries) all Portfolio Investments in the Collateral Pool shall be 0%; , provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such 25% figure shall be increased to 30%, (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Borrowing Base in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%, provided that, with respect to Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent, such 20% figure shall be increased to 30% and25%, accordinglyor (iii) less than 1.75:1.00, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess that portion of the aggregate Value of the Portfolio Investments included in the Borrowing Base in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%;
(d) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the Borrowing Value of Non-Core Investments shall be 0% to the extent necessary so that no more than 20% of the Borrowing Base is attributable to such investments, (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing Value of Non-Core Investments shall be 0% to the extent necessary so that no more than 10% of the Borrowing Base is attributable to such investments or (iii) less than 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing Value of Non-Core Investments shall be 0% to the extent necessary so that no more than 5% of the Borrowing Base is attributable to such investments;
(e) if, as of such date, the Relevant Asset Coverage Ratio is (i) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing Value of Junior Investments and Non-Core Investments shall be 0% to the extent necessary so that no more than 30% of the Borrowing Base is attributable to such investments; or (ii) less than 1.75:1.00, the Advance Rate applicable to the portion of the Borrowing Value of Junior Investments and Non-Core Investments shall be 0% to the extent necessary so that no more than 20% of the Borrowing Base is attributable to such investments;
(f) no Participation Interest may be included in the Borrowing Base for more than ninety (90) days;
(g) the Advance Rate applicable to the Borrower’s investments in any Excluded Asset shall be 0%;
(h) the Advance Rate applicable to that portion of the Borrowing Value of LTV Transactions as to which, at the time of determination, less than two-thirds (2/3rds) of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash, shall be 0% to the extent necessary so that no more than 15% of the Borrowing Base is attributable to such investments;
(i) the Advance Rate applicable to that portion of the Borrowing Value of LTV Transactions shall be 0% to the extent necessary so that no more than 50% of the Borrowing Base is attributable to such investments; and
(j) if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (j), the “Gross Borrowing Base”) is less than 1.5 times the Senior Debt Amount and (B) the Relevant Asset Coverage Ratio is less than 2.00:1.00 and greater than or equal to 1.75:1.00, then the Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to the Borrowing Base may not be less than 60% of the Covered Debt Amount, (ii)(A) the Gross Borrowing Base is less than 1.5 times the Senior Debt Amount and (B) the Relevant Asset Coverage Ratio is less than 1.75:1.00, then the Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to the Borrowing Base may not be less than 75% of the Covered Debt Amount or (iii)(A) the Gross Borrowing Base is greater than or equal to 1.5 times the Senior Debt Amount and (B) the Relevant Asset Coverage Ratio is less than 1.75:1.00, then the Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to the Borrowing Base may not be less than 25% of the Covered Debt Amount. No Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
; provided that, notwithstanding the foregoing, in the case of any Portfolio Investment in which the Collateral Agent has a first-priority perfected security interest pursuant to a valid Uniform Commercial Code filing (e) the portion and for which no other method of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securitiesperfection with a higher priority is possible), Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing such Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries Investment may be included in the Borrowing Base so long as all remaining actions to complete “Delivery” are satisfied within the longest period of (i) seven (7) days of such inclusion, (ii) as provided for herein or in the Guarantee and Security Agreement and (iii) such longer period as the Collateral Agent may agree in its reasonable discretion. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the failure to Deliver (as defined in the Guarantee and Security Agreement) any Portfolio Investment or other Collateral shall not be a Default or Event of Default, except for any failure that would constitute an Event of Default under clause (p) of Article VII. Voting stock of any Controlled Foreign Corporation in excess of 65% of the issued and outstanding voting stock of such Controlled Foreign Corporation shall not be included as a Portfolio Investment for purposes of calculating the Borrowing Base. The Borrower shall from time to time deliver a Borrowing Base Certificate to the Administrative Agent and each Lender as provided in Sections 4.01(a)(vii);
, 4.02(c)(i), 5.01(d), 5.01(e) and 6.05(d). For the avoidance of doubt, (ga) to avoid double-counting of excess concentrations, any Advance Rate reductions set forth under this Section 5.13 shall be without duplication of any other such Advance Rate reductions and (b) to the portion of extent the Borrowing Base attributable is required to Non-Performing be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments shall not exceed 15% and the portion of to be excluded from the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time effect such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agentreduction. As used herein, the following terms have the following meanings:
Appears in 4 contracts
Samples: Senior Secured Credit Agreement (Blue Owl Technology Income Corp.), Senior Secured Credit Agreement (Blue Owl Technology Finance Corp. II), Senior Secured Credit Agreement (Blue Owl Technology Income Corp.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); Investment, provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10GAAP exceeding 6% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (whichend of the most recent quarter, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the otherwise applicable Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;Rate.
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 2012% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%;.
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall .
(d) the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments in Non-Core Investments shall be 0% to the extent necessary so that no more than 20% of the Borrowing Base is attributable to such excess Value investments.
(e) the Advance Rate applicable to the Borrower’s investments in any Excluded Asset shall be 0%;.
(df) the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments in Lien Restricted Investments and Pledge LLC shall be 0% to the extent necessary so that no more than 2% of the Borrowing Base is attributable to such investments. No Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood ; provided that in the case of any Portfolio Investment in which the Collateral Agent has a first-priority perfected security interest pursuant to a valid Uniform Commercial Code filing (and for which no event shall Equity Interests other method of Financing Subsidiaries perfection with a higher priority is possible), such Portfolio Investment may be included in the Borrowing Base);
(g) the portion Base so long as all remaining actions to complete “Delivery” are satisfied within 7 days of such inclusion. Voting stock of any Controlled Foreign Corporation in excess of 65% of the issued and outstanding voting stock of such Controlled Foreign Corporation shall not be included as a Portfolio Investment for purposes of calculating the Borrowing Base. The Borrower shall from time to time deliver a Borrowing Base attributable Certificate to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative AgentAgent and each Lender as provided in Sections 4.01(i), 5.01(d), 5.01(e) and 6.05(d). For the avoidance of doubt, to avoid double-counting of excess concentrations, any Advance Rate reductions set forth under this Section 5.13 shall be without duplication of any other such Advance Rate reductions. As used herein, the following terms have the following meanings:
Appears in 4 contracts
Samples: Senior Secured Revolving Credit Agreement (Ares Capital Corp), Senior Secured Revolving Credit Agreement (Ares Capital Corp), Senior Secured Revolving Credit Agreement (Ares Capital Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); , provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Borrowing Base in all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”)entities, in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Unrestricted Subsidiaries and Non-Consolidated Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of included in the Borrowing Base in all issuers in a Consolidated Group consolidated group of corporations or other entities, exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Unrestricted Subsidiaries and Non-Consolidated Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Obligors’ investments included in the Borrowing Base in (i) common equity and warrants, (ii) Non-Performing First Lien Bank Loans, (iii) Non-Performing High Yield Securities, (iv) Non-Performing Mezzanine Investments, (v) Non-Performing Second Lien Bank Loans, (vi) Performing Non-Cash Pay High Yield Securities, and (vii) Performing Non-Cash Pay Mezzanine Investments shall be 0% to the extent necessary so that no more than 20% of the Borrowing Base is attributable to such investments;
(d) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Borrowing Base in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiariesany Unrestricted Subsidiary and Non-Consolidated Subsidiary) shall be 0%; , provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity (excluding the aggregate amount of investments in, and advances to, any Unrestricted Subsidiary and Non-Consolidated Subsidiary) shall the Advance Rate applicable to such excess Value be 0%;
(de) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) ; provided that in the portion case of any Portfolio Investment in which the Collateral Agent has a first-priority perfected security interest pursuant to a valid Uniform Commercial Code filing, such Portfolio Investment may be included in the Borrowing Base attributable so long as all remaining actions to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests complete Delivery are satisfied within seven days of such inclusion (provided that voting stock of any Controlled Foreign Corporation in excess of 65% of the issued and Non-Performing Portfolio Investments outstanding voting stock of such Controlled Foreign Corporation shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in as a Portfolio Investment for purposes of calculating the Borrowing Base);
(gf) the portion of Advance Rate applicable to the Borrowing Base attributable to Borrower’s investments (other than Lien Restricted Investments) in any Unrestricted Subsidiary and Non-Performing Portfolio Investments Consolidated Subsidiary shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5be 0%; and
(hg) the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments in Lien Restricted Investments shall be 0% to the extent necessary so that no more than 2% of the Borrowing Base is attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agentsuch investments. As used herein, the following terms have the following meanings:
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Apollo Investment Corp), Senior Secured Revolving Credit Agreement (Apollo Investment Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(cb) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(dc) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first first-priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(ed) the no portion of any Portfolio Investment (whether quoted or unquoted) for which the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments applicable Advance Rate specified below is 0% shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base)Base at any time;
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(he) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway States and Sweden Canada shall not exceed 5% without the consent of the Administrative Agent; and
(f) from and after the Effective Date and prior to April 1, 2021, while any Portfolio Investment is subject to a Covid-19 Grace Period in accordance with the definition of “Performing”, such Portfolio Investment may be included in the Borrowing Base during the same period in which the Covid-19 Grace Period is in effect for such Portfolio Investment, so long as (i) such Portfolio Investment would otherwise be included in the Borrowing Base under this Section 5.13, and (ii) the portion of the Borrowing Base attributable to all Portfolio Investments which are subject to a Covid-19 Grace Period at the time of determination of the Borrowing Base shall not exceed 10%. As used herein, the following terms have the following meanings:
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Stellus Capital Investment Corp), Senior Secured Revolving Credit Agreement (Stellus Capital Investment Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 106% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2012% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity aggregate Value of all Portfolio Investments in the Collateral Pool as of the end of the most recent quarter shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and;
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative AgentAgent and JPMorgan Chase Bank, N.A.;
(i) at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 2.00 to 1:00, but less than 2.25 to 1.00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 62.5%; and
(j) at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 2.25 to 1:00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 67.5%. As used herein, the following terms have the following meanings:
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.), Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); Investment, provided that:
(a) in the Advance Rate applicable to event that the portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that Borrowing Base attributable to Private MLP Common and Preferred Units exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 5025% of the Advance Rate otherwise applicable; provided thattotal Borrowing Base, with respect the Borrowing Base shall be reduced to the Portfolio Investments in a single Consolidated Group designated by extent such portion exceeds 25% of the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%total Borrowing Base;
(b) in the Advance Rate applicable to event that the portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude Borrowing Base attributable to the aggregate amount of investments inNon-Performing Bank Loans, Non-Performing High Yield Securities, and advances toWarrants exceeds 10% of the total Borrowing Base, Financing Subsidiaries) the Borrowing Base shall be 0%reduced to the extent such portion exceeds 10% of the total Borrowing Base;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Administrative Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated thereintherein and is subject to a first priority security interest in favor of the Administrative Agent;
(d) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments subject to Lock-up Agreements that have a Lock-up Term equal to or less than ninety (90) days from the date of determination shall be reduced by 10%;
(e) the Advance Rate applicable to that portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing aggregate Value of the Portfolio Investments subject to Lock-up Agreements that have a Lock-up Term of more than ninety (90) days but less than or equal to one-hundred eighty (180) days from the date of determination shall not exceed be reduced by 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries Portfolio Investment may be included in the Borrowing Base)Base if the agreements evidencing such Portfolio Investment are subject to Lock-up Agreements that have a Lock-up Term of more than one-hundred eighty (180) days from the date of determination;
(g) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments that are subject to a Right of First Offer that is for an Offer Period of more than forty-five (45) days but less than or equal to ninety (90) days shall be reduced by 10%;
(h) no Portfolio Investment may be included in the Borrowing Base attributable if the agreements evidencing such Portfolio Investment contain a Right of First Offer that is for an Offer Period of more than ninety (90) days;
(i) no reduction shall be made to Nonthe Advance Rate applicable to that portion of the Value of any Portfolio Investment subject to a Lock-Performing up Agreement, a Right of First Offer or Tag Along Rights, if the agreements evidencing such Portfolio Investment provide that such Lock-up Agreement, Right of First Offer or Tag Along Rights, as applicable, expires or is of no force or effect upon any action to sell, transfer or otherwise liquidate, or to market or offer for sale, or solicit offers to purchase such Portfolio Investments in connection with the occurrence of an Event of Default;
(j) contributions of any single issuer of Portfolio Investments in a consolidated group of corporations or other entities to the Borrowing Base shall not exceed 1510% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%Revolving Commitment Amount; and
(hk) the Advance Rate applicable to that portion of the Value of any Portfolio Investment that is subject to a Tag Along Right shall be 0%. For these purposes, the amount that could be restricted from sale is equal to the percentage of the total Securities of the Borrower that would not be sold in such sale of Securities if all other parties to such Tag Along Rights elected to participate in such sale of Securities. The Borrower shall from time to time deliver a Borrowing Base attributable Certificate to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used hereinAgent and each Lender as provided in Sections 3.1(c)(xvii), the following terms have the following meanings:5.1(e), 5.1(f), 7.4(c) and 7.4(e).
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Kayne Anderson Energy Development Co), Senior Secured Revolving Credit Agreement (Kayne Anderson Energy Development Co)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (excluding any Cash Collateral held by y) the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a))applicable Advance Rate, expressed as a fraction; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 500% at any time when the Borrowing Base is composed entirely of the Advance Rate otherwise applicable; provided that, with respect to the Eligible Portfolio Investments in a single Consolidated Group designated issued by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%less than 15 different issuers;
(b) the Advance Rate applicable to that portion of the aggregate Value all Eligible Portfolio Investments in a single issuer that exceeds 10% of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of ShareholdersObligors’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) Net Worth shall be 0%;
(c) if at any time the Advance Rate applicable weighted average Risk Factor of all Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to that portion the extent necessary to cause the weighted average Risk Factor of the aggregate Value of the all Eligible Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower Borrowing Base to be no greater than 2950 (which for purposes of this calculation shall exclude the aggregate amount of investments insubject to all other constraints, limitations and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%restrictions set forth herein);
(d) no Portfolio Investment may be included in the portion of the Borrowing Base unless attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 20% of the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment Borrowing Base and such Portfolio Investment has been Delivered (as such term is used in and the Borrowing Base shall be reduced to the extent required under Section 7.01(a) such portion would otherwise exceed 20% of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated thereinBorrowing Base;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Eligible Portfolio Investments that are not Cash, Cash Equivalents, First Lien Bank Loans or Second Lien Bank Loans shall not exceed 20%65% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 65% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Equity Interests Eligible Portfolio Investments that are common equity and warrants shall not exceed 10% (it being understood that in no event of the Borrowing Base and the Borrowing Base shall Equity Interests be reduced to the extent such portion would otherwise exceed 10% of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 1525% and the portion of the Borrowing Base attributable and the Borrowing Base shall be reduced to Portfolio Investments that were Non-Performing Portfolio Investments at the time extent such Portfolio Investments were acquired shall not portion would otherwise exceed 5%; and25% of the Borrowing Base;
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments invested outside in any single Industry Classification Group (other than the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden Largest Industry Classification Group) shall not exceed 515% without the consent of the Administrative AgentBorrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(i) if at any time the weighted average maturity of all debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments) exceeds 5.5 years, the Borrowing Base shall be reduced by removing debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than 5.5 years (subject to all other constraints, limitations and restrictions set forth herein);
(j) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are debt investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(k) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 10% of the Borrowing Base;
(l) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(m) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(n) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are investments in equity interests of any fund or finance company, (including LCP Capital LLC, a Delaware limited liability company), shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 10% of the Borrowing Base; and
(o) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base. As For all purposes of this Section 5.13, all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor). In addition, as used herein, the following terms have the following meanings:
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (THL Credit, Inc.), Senior Secured Revolving Credit Agreement (THL Credit, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a))Investment; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 107.5% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2015% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 2015%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 1510% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and;
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent; and
(i) the portion of the Borrowing Base attributable to Unquoted Investments with a Value of less than 1% of the Borrowing Base for which an Approved Third-Party Appraiser or an Agent-Selected Third-Party Appraiser shall not have determined the Value of such Unquoted Investments within the immediately preceding four fiscal quarters shall not exceed 50%. As used hereinin this Section 5.13, the following terms have the following meanings:
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.), Senior Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Agent pursuant to Section 2.05(k2.04(k)) or by (y) the last paragraph of Section 2.09(a))applicable Advance Rate; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 500% at any time when the Borrowing Base is composed entirely of the Advance Rate otherwise applicable; provided that, with respect to the Eligible Portfolio Investments in a single Consolidated Group designated issued by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%fewer than 20 different issuers;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Eligible Portfolio Investments issued by all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding (i) 5% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of fair value for purposes of this subclause shall be made without taking into account any Advance Rate) (the “Total Eligible Portfolio”), shall be 50% of the otherwise applicable Advance Rate and (ii) the Advance Rate applicable to that portion of the aggregate fair value of Eligible Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 207.5% of Shareholders’ Equity the Total Eligible Portfolio of the Borrower (whichTotal Eligible Portfolio shall be 0%; provided that at any time the Consolidated Asset Coverage Ratio is less than 175%, for purposes the Advance Rate applicable to that portion of this calculation shall exclude the aggregate amount fair value of investments in, and advances to, Financing Subsidiaries) Eligible Portfolio Investments of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the Total Eligible Portfolio shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of Total Eligible Portfolio issued by Portfolio Companies in the Portfolio Investments in any single same Industry Classification Group that exceeds (x) 20% of Shareholders’ Equity the Total Eligible Portfolio for each of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments inTwo Largest Industry Classification Groups, and advances to, Financing Subsidiaries(y) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 3015% of the Shareholders’ Equity Total Eligible Portfolio for any other industry sector, shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject Advance Rate applicable to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) that portion of the Guarantee and Security Agreement) to aggregate Value of Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or Performing First Lien Bank Loans that exceeds 30% of the Collateral Agent, and then only for so long as such Total Eligible Portfolio Investment continues to shall be Delivered as contemplated therein0%;
(e) the Advance Rate applicable to that portion of the Borrowing Base attributable to aggregate Value of Portfolio Investments that are Performing Non-Cash Pay Mezzanine Investments, Performing High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests PIK Obligations and Non-Performing DIP Loans that exceeds 20% of the Total Eligible Portfolio Investments shall not exceed 20be 0%;
(f) the Advance Rate applicable to that portion of the Borrowing Base attributable to Equity Interests aggregate Value of Portfolio Investments that are Performing PIK Obligations that exceeds 5% of the Total Eligible Portfolio shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base)0%;
(g) the Advance Rate applicable to that portion of the Borrowing Base attributable to Non-Performing aggregate Value of Portfolio Investments that are Performing DIP Loans that exceeds 10% of the Total Eligible Portfolio shall not exceed 15% and be 0%;
(h) the Advance Rate applicable to that portion of the Borrowing Base attributable to aggregate Value of Portfolio Investments that were Nonare Performing Covenant-Performing Lite Loans (excluding, for clarity, Broadly Syndicated Loans) that exceeds 10% of the Total Eligible Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5be 0%; and
(hi) the Advance Rate applicable to that portion of the Borrowing Base attributable to aggregate Value of Portfolio Investments invested outside that are investments in Permitted Foreign Jurisdiction Portfolio Investments that exceeds 20% of the United StatesTotal Eligible Portfolio Investments shall be 0%. For all purposes of this Section 5.13, Canada(A) all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor) and (B) to the extent the Total Eligible Portfolio is required to be reduced to comply with this Section 5.13, the United KingdomBorrower shall be permitted to choose the Eligible Portfolio Investments to be so removed to effect such reduction. For the avoidance of doubt, Australiano Portfolio Investment shall be an Eligible Portfolio Investment unless, Germanyamong the other requirements set forth in this Agreement, France(i) such Investment is subject only to Eligible Liens, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway (ii) such Investment is Transferable and Sweden shall not exceed 5% without the consent (iii) such Investment meets all of the Administrative Agentother criteria set forth on Schedule 1.01(c) hereto. As In addition, as used herein, the following terms have the following meanings:
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Barings BDC, Inc.), Revolving Credit Agreement (Barings Capital Investment Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment (excluding any Cash Collateral held Collateral) by (y) the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a))applicable Advance Rate; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 500% at any time when the Borrowing Base is composed entirely of the Advance Rate otherwise applicable; provided that, with respect to the Eligible Portfolio Investments in a single Consolidated Group designated issued by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%fewer than 20 different issuers;
(b) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 6% of the aggregate Value of the all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of all issuers in a Consolidated Group exceeding 20% doubt, the calculation of Shareholders’ Equity of the Borrower (which, Value for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) subclause shall be 0%;
made without taking into account any Advance Rate), shall be 50% of the otherwise applicable Advance Rate; (cii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 5% of the aggregate Value of the all Eligible Portfolio Investments included in any single Industry Classification Group that exceeds 20% the Borrowing Base (for the avoidance of Shareholders’ Equity doubt, the calculation of the Borrower (which Value for purposes of this calculation subclause shall exclude be made without taking into account any Advance Rate), shall be 50% of the otherwise applicable Advance Rate; or (iii) less than 1.75:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 4% of the aggregate amount Value of investments inall Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, and advances tothe calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), Financing Subsidiariesshall be 50% of the otherwise applicable Advance Rate;
(c) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 12% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), shall be 0%; provided that(ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 10% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), shall be 0%; or (iii) less than 1.75:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 8% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), shall be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing Non-Cash Pay PIK Obligations or Performing DIP Loans shall not exceed 10% of the Borrowing Base;
(e) if, as of such date, the Relevant Asset Coverage Ratio is (A) (i) greater than or equal to 2.00:1.00 or (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00 and, with respect to this subclause (ii), the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (e), the “Gross Borrowing Base”) is greater than or equal to 1.50 times the Senior Debt Amount, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Senior Investments shall be at least 35% of the Borrowing Base; (B) less than 2.00:1.00 and greater than or equal to 1.75:1.00, and the Gross Borrowing Base is less than 1.50 times the Senior Debt Amount, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Senior Investments shall be at least 60% of the Borrowing Base; or (C) less than 1.75:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Senior Investments shall be at least (i) 50% of the Borrowing Base if the Gross Borrowing Base is greater than or equal to 1.50 times the Senior Debt Amount, and (ii) 75% of the Borrowing Base if the Gross Borrowing Base is less than 1.50 times the Senior Debt Amount;
(f) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing High Yield SecuritiesSecurities and Performing Mezzanine Investments shall not exceed 50% of the Borrowing Base; (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing Non-Cash Pay High Yield Securities and Performing Mezzanine InvestmentsInvestments shall not exceed 30% of the Borrowing Base; or (iii) less than 1.75:1.00, Equity Interests the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing High Yield Securities and Non-Performing Portfolio Mezzanine Investments shall not exceed 20%% of the Borrowing Base;
(fg) if, as of such date, the Relevant Asset Coverage Ratio is greater than or equal to 1.75:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the (i) Largest Industry Classification Group shall not exceed 25% of the Borrowing Base, (ii) Second Largest Industry Classification Group shall not exceed 20% of the Borrowing Base and (iii) the Third Largest Industry Classification Group shall not exceed 20% of the Borrowing Base;
(h) if, as of such date, the Relevant Asset Coverage Ratio is less than 1.75:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments in each of the Industry Classification Groups that are part of the Largest Industry Classification Group, Second Largest Industry Classification Group and the Third Largest Industry Classification Group shall, in each case, not exceed 20% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Equity Interests shall Eligible Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group, the Second Largest Industry Classification Group and the Third Largest Industry Classification Group) shall, in each case, not exceed 1015% of the Borrowing Base;
(it being understood that in no event shall Equity Interests j) the weighted average maturity (based on the fair value of Financing Subsidiaries be such Eligible Portfolio Investments to the extent included in the Borrowing Base)) of all Unquoted Investments that are Debt Eligible Portfolio Investments (excluding Long-Term U.S. Government Securities) shall not exceed 5 years;
(gk) the portion of the Borrowing Base attributable to Non-Performing Unquoted Investments that are Debt Eligible Portfolio Investments (excluding Long-Term U.S. Government Securities) with a maturity greater than 7 years shall not exceed 1520% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; andBase;
(hl) the portion of the Borrowing Base attributable to Eligible Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden that are Affiliate Investments shall not exceed 510% without the consent of the Administrative AgentBorrowing Base;
(m) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are investments in a Permitted Foreign Jurisdiction shall not exceed 20% of the Borrowing Base;
(n) [intentionally omitted];
(o) [intentionally omitted];
(p) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing Mezzanine Investments, Performing Second Lien Credit Facility Loans and Performing Subordinated Covenant-Lite Loans shall not exceed 50% of the Borrowing Base; provided, that the constraints contained in this paragraph (p) shall not apply at such time the Borrower obtains and for so long as the Borrower maintains a credit rating of at least BBB- from S&P (or equivalent rating from Xxxxx’x or Fitch); and
(q) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing Mezzanine Investments shall not exceed 35% of the Borrowing Base; provided, that the constraints contained in this paragraph (q) shall not apply at such time the Borrower obtains and for so long as the Borrower maintains a credit rating of at least BBB- from S&P (or equivalent rating from Xxxxx’x or Fitch). As For all purposes of this Section 5.13, to the extent the Borrowing Base is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Eligible Portfolio Investments to be so removed to effect such reduction. For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens, (ii) such Investment is Transferable and (iii) such Investment meets all of the other criteria set forth on Schedule 1.01(c) hereto. In addition, as used herein, the following terms have the following meanings:
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp), Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of multiplied by the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments (other than Cash and Cash Equivalents) in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Adjusted Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments (other than Cash and Cash Equivalents) of all issuers in a Consolidated Group exceeding 20% of Adjusted Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;; 84 Revolving Credit Agreement
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Adjusted Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Adjusted Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein; provided that in the case of any Portfolio Investment in which the Collateral Agent has a first-priority perfected security interest pursuant to a valid Uniform Commercial Code filing (and for which no other method of perfection with a higher priority is possible), such Portfolio Investment may be included in the Borrowing Base so long as all remaining actions to complete “Delivery” are satisfied within 7 days of such inclusion;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%;
(h) the portion of the Borrowing Base attributable to Portfolio Investments with an Advance Rate lower than the Advance Rate allocated to Performing Second Lien Bank Loans shall not exceed 30%; and
(hi) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement, Senior Secured Revolving Credit Agreement (Carlyle GMS Finance, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); , provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”)entities, in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities, exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments attributable to common equity, warrants, Investments that are not Performing and Portfolio Investments where less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash, exceeding 20% of the Borrowing Base shall be 0%;
(d) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; , provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(de) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;; and
(f) the Advance Rate applicable to that portion of the Borrowing Base Value of the Portfolio Investments attributable to Equity Interests any investment in a Financing Subsidiary shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 50%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (BlackRock Kelso Capital CORP), Senior Secured Revolving Credit Agreement (BlackRock Kelso Capital CORP)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (excluding any Cash Collateral held by y) the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a))applicable Advance Rate; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 500% at any time when the Borrowing Base is composed entirely of the Advance Rate otherwise applicable; provided that, with respect to the Eligible Portfolio Investments in a single Consolidated Group designated issued by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%fewer than 20 different issuers;
(b) with respect to all Eligible Portfolio Investments issued by a single issuer, the Advance Rate applicable to that portion of the aggregate Value such Eligible Portfolio Investments that exceeds 5.0% of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of ShareholdersObligors’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) Net Worth shall be 0%; provided that, with respect to each of the three (3) largest Portfolio Companies that constitute Eligible Portfolio Investments in a single Industry Classification Group from time to time designated by (based on the Borrower to fair value of the Administrative Agent such 20% figure shall be increased to 30% and, accordinglyEligible Portfolio Investments), only to the extent that the Value for portion of such single Industry Classification Group Eligible Portfolio Investments issued by such Portfolio Companies that exceeds 307.5% of the ShareholdersObligors’ Equity Net Worth shall the have an Advance Rate applicable to such excess Value be of 0%;
(c) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any Industry Classification Group shall not exceed (i) in the case of an Industry Classification Group that is one of the Two Largest Industry Classification Groups, 20% of the Borrowing Base and (ii) in the case of any other Industry Classification Group, 15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base or 15% of the Borrowing Base, as applicable;
(d) no if at any time the weighted average maturity of all Debt Eligible Portfolio Investment may Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds 5.0 years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien to be no greater than 5.0 years (subject to Permitted Liens) on such Portfolio Investment all other constraints, limitations and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated thereinrestrictions set forth herein);
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Debt Eligible Portfolio Investments shall not exceed 20%;
with a maturity greater than seven (f7) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments years shall not exceed 15% and the portion of the Borrowing Base, and the Borrowing Base attributable to shall be reduced by removing Eligible Portfolio Investments that were Non-Performing Portfolio Investments at therefrom (but not from the time Collateral) to the extent such Portfolio Investments were acquired shall not portion would otherwise exceed 5%; and
(h) the portion 15% of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:Base;
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.), Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); Investment, provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Borrower’s investments in Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ and Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) Interests shall be 50zero to the extent necessary so that no more than 25% of the Advance Rate otherwise applicable; provided that, with respect Borrowing Base is attributable to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%investments;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments in Performing Non-Cash Pay High Yield Securities and Performing Non-Cash Pay Mezzanine Investments shall be zero to the extent necessary so that no more than 10% of the Borrowing Base is attributable to such investments;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments in Performing Common Equity for which market quotations are not commonly available to market participants shall be zero to the extent necessary so that no more than 10% of the Borrowing Base is attributable to such investments;
(d) at any time during the Seed Portfolio Stage, the Advance Rate applicable to (i) that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity any of the Borrower largest three (which, for purposes 3) issuers of this calculation shall exclude Portfolio Investments exceeding $20,000,000 in the aggregate amount for any such issuer shall be 0% and (ii) that portion of investments in, and advances to, Financing Subsidiaries) the aggregate Value of the Portfolio Investments of each other issuer of Portfolio Investments exceeding $15,000,000 individually shall be 0%;
(ce) at any time during the Seed Portfolio Stage, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which which, for purposes of this calculation calculation, shall exclude the aggregate amount of investments in, and advances to, Financing Designated Subsidiaries) that exceeds $20,000,000 shall be 0%; ;
(f) at any time after the Seed Portfolio Stage, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group (which, for purposes of this calculation, shall exclude the aggregate amount of investments in, and advances to, Designated Subsidiaries) that exceeds 25% of Shareholders’ Equity as of the end of the most recent fiscal quarter for which financial statements are available shall be 0%, provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent and approved by the Administrative Agent in its sole discretion, such 2025% figure shall be increased to 3035% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 3035% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(dg) no at any time after the Seed Portfolio Stage, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 10% of Shareholders’ Equity of the Borrower as of the end of the most recent quarter for which financial statements are available (which, for purposes of the calculation of Shareholders’ Equity of the Borrower, shall exclude the aggregate amount of investments in, and advances to, Designated Subsidiaries), shall be 50% of the otherwise applicable Advance Rate; and
(h) at any time after the Seed Portfolio Stage, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 20% of Shareholders’ Equity of the Borrower as of the end of most recent fiscal quarter for which financial statements are available (which, for purposes of the calculation of Shareholders’ Equity of the Borrower, shall exclude the aggregate amount of investments in, and advances to, Designated Subsidiaries) shall be 0%. For the purposes of the issuer concentration limits above, issuers in a consolidated group of corporations or other entities in accordance with GAAP will be treated as a single issuer. No Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood ; provided that in no event shall Equity Interests the case of Financing Subsidiaries any Portfolio Investment in which the Collateral Agent has a first-priority perfected security interest pursuant to a valid Uniform Commercial Code filing, such Portfolio Investment may be included in the Borrowing Base);
(g) the portion Base so long as all remaining actions to complete Delivery are satisfied within 7 days of such inclusion. Voting stock of any Controlled Foreign Corporation in excess of 65% of the issued and outstanding voting stock of such Controlled Foreign Corporation shall not be included as a Portfolio Investment for purposes of calculating the Borrowing Base. The Borrower shall from time to time deliver a Borrowing Base attributable Certificate to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative AgentAgent as provided in Sections 4.01(g), 5.01(d), 5.01(e) and 6.05(d). As used herein, in this Article the following terms have the following meanings:
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Oaktree Finance, LLC), Senior Secured Revolving Credit Agreement (Oaktree Capital Group, LLC)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 106% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Borrower Collateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Equity Interests in Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2012% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Borrower Collateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Equity Interests in Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Borrower Collateral Pool (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Equity Interests in Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and;
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Ireland, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent;
(i) at any time the Borrower Asset Coverage Ratio is greater than or equal to 2.00 to 1.00, but less than 2.25 to 1.00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 62.5%;
(j) at any time the Borrower Asset Coverage Ratio is greater than or equal to 2.25 to 1.00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 67.5%; and
(k) the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s Portfolio Investments in Lien Restricted Investments shall be 0% to the extent necessary so that no more than 2% of the Borrowing Base is attributable to such investments;
(l) no Participation Interest may be included in the Borrowing Base for more than 90 days. To the extent any Portfolio Investment is required to be removed from the Borrowing Base to comply with any of the portfolio limitations set forth in this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments, or portions of such Portfolio Investments, to be so removed to effect such compliance. As used herein, the following terms have the following meanings:
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”)entities, in accordance with GAAP, that exceeds 106% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount Value of investments in, and advances to, Financing Subsidiaries) all Portfolio Investments in the Collateral Pool shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities, exceeding 2012% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount Value of investments in, and advances to, Financing Subsidiaries) all Portfolio Investments in the Collateral Pool shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments attributable to common equity, warrants, Investments that are not Performing and Portfolio Investments where less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash, exceeding 20% of the Borrowing Base shall be 0%;
(d) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount Value of investments in, and advances to, Financing Subsidiaries) all Portfolio Investments in the Collateral Pool shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity aggregate Value of all Portfolio Investments in the Collateral Pool shall the Advance Rate applicable to such excess Value be 0%;
(de) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;; and
(f) the Advance Rate applicable to that portion of the Borrowing Base Value of the Portfolio Investments attributable to Equity Interests any investment in a Financing Subsidiary shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 50%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (BlackRock Capital Investment Corp), Senior Secured Revolving Credit Agreement (BlackRock Capital Investment Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (excluding any Cash Collateral held by y) the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a))applicable Advance Rate; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 500% at any time when the Borrowing Base is composed entirely of the Advance Rate otherwise applicable; provided that, with respect to the Eligible Portfolio Investments in a single Consolidated Group designated issued by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%fewer than 15 different issuers;
(b) with respect to all Eligible Portfolio Investments issued by a single issuer, the Advance Rate applicable to that portion of the aggregate Value such Eligible Portfolio Investments that exceeds 5.0% of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of ShareholdersObligors’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) Net Worth shall be 0%; provided that, with respect to each of the five (5) largest Portfolio Companies that constitute Eligible Portfolio Investments in a single Industry Classification Group from time to time designated by (based on the Borrower to fair value of the Administrative Agent such 20% figure shall be increased to 30% and, accordinglyEligible Portfolio Investments), only to the extent that the Value for portion of such single Industry Classification Group Eligible Portfolio Investments issued by such Portfolio Companies that exceeds 307.5% of the ShareholdersObligors’ Equity Net Worth shall the have an Advance Rate applicable to such excess Value be of 0%;
(dc) no Portfolio Investment may be included in the contribution to the Borrowing Base unless attributable to Eligible Portfolio Investments that are Cash, Cash Equivalents, Long-Term U.S. Government Securities and Performing First Lien Bank Loans shall be greater than or equal to (x) 50% of the Collateral Agent maintains a first priorityBorrowing Base at any time that the Consolidated Asset Coverage Ratio is greater than or equal to 200%, perfected Lien and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (subject to Permitted Liensbut not from the Collateral) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) such contribution would not otherwise equal or exceed 50% of the Guarantee Borrowing Base, (y) 65% of the Borrowing Base at any time that the Consolidated Asset Coverage Ratio is greater than or equal to 167% and Security Agreementless than 200%, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the Collateral Agentextent such contribution would not otherwise equal or exceed 65% of the Borrowing Base, and then only for so long as (z) 75% of the Borrowing Base at any time that the Consolidated Asset Coverage Ratio is less than 167%, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such contribution would not otherwise equal or exceed 75% of the Borrowing Base;
(d) the contribution to the Borrowing Base attributable to Eligible Portfolio Investment continues Investments that are Cash, Cash Equivalents, Long-Term U.S. Government Securities, Performing First Lien Bank Loans or Performing Last Out Loans shall be greater than or equal to 60% of the Borrowing Base, and the Borrowing Base shall be Delivered as contemplated thereinreduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such contribution would not otherwise equal or exceed 60% of the Borrowing Base;
(e) the portion contribution of the Borrowing Base attributable to Performing NonEligible Portfolio Investments that are Cash, Cash Equivalents, Long-Cash Pay High Yield Term U.S. Government Securities, Performing NonFirst Lien Bank Loans, Performing Last Out Loans, Performing Second Lien Bank Loans and Performing Covenant-Cash Pay Mezzanine InvestmentsLite Loans shall be greater than or equal to (x) 65% of the Borrowing Base at any time that the Consolidated Asset Coverage Ratio is greater than or equal to 200%, Equity Interests and Non-Performing the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such contribution would not otherwise equal or exceed 65% of the Borrowing Base, (y) 75% of the Borrowing Base at any time that the Consolidated Asset Coverage Ratio is greater than or equal to 167% and less than 200%, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such contribution would not otherwise equal or exceed 2075% of the Borrowing Base, and (z) 85% of the Borrowing Base at any time that the Consolidated Asset Coverage Ratio is less than 167%, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such contribution would not otherwise equal or exceed 85% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base)[Reserved];
(g) if at any time the portion of Weighted Average Leverage Ratio is greater than 4.75, the Borrowing Base attributable to Non-Performing shall be reduced by removing Debt Eligible Portfolio Investments shall therefrom (but not exceed 15% from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.75 (subject to all other constraints, limitations and the portion of the Borrowing Base attributable to Portfolio Investments restrictions set forth herein); provided, that were Non-Performing Portfolio Investments at the time LTV Transactions may be excluded from such Portfolio Investments were acquired shall not exceed 5%; andcalculations;
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments invested outside in each of the United StatesIndustry Classification Groups that are part of the Two Largest Industry Classification Groups shall, Canadain each case, not exceed 20% of the United KingdomBorrowing Base, Australia, Germany, France, Belgium, and the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than each of the Industry Classification Groups that are part of the Two Largest Industry Classification Groups) shall not exceed 515% without the consent of the Administrative AgentBorrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(j) if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds 6.25 years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than 6.25 years (subject to all other constraints, limitations and restrictions set forth herein);
(k) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to Eligible Portfolio Investments issued by one or more Portfolio Companies with a trailing twelve-month total debt to EBITDA ratio of greater than 6.00 to 1.00 shall not exceed 15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; provided, that LTV Transactions may be excluded from such calculations;
(m) the portion of the Borrowing Base attributable to PIK Obligations and DIP Loans shall not exceed 10% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Borrowing Base;
(n) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedging Agreement) is less than the greater of (i) 8% and (ii) the Benchmark in effect as of the date of determination for deposits in Dollars for a period of one month plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) the Benchmark in effect as of the date of determination for deposits in Dollars for a period of one month plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(o) if at any time the Weighted Average Floating Spread (after giving effect to any Hedging Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(p) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments shall not exceed 20% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Affiliate Investments, therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(q) no portion of the Borrowing Base shall be attributable to (a) any (i) Equity Interests, (ii) warrants, options or other rights for the purchase or acquisition of Equity Interests, (iii) any Investment in debt Securities that is convertible into or exchangeable for shares of Equity Interests, (b) any Structured Finance Obligation or an investment in any Third Party Finance Companies or (c) investment in a Restricted Investment or other Person that is in the principal business of making debt or equity investments in other Persons;
(r) the portion of the Borrowing Base attributable to Foreign Eligible Portfolio Investments shall not exceed 10% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Borrowing Base; and
(s) the portion of the Borrowing Base attributable to LTV Transactions shall not exceed 10% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Borrowing Base; and
(t) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments that are not Defaulted Obligations pursuant to clause (a)(v) of the definition thereof, but as to which the Borrower has delivered written notice to the Portfolio Company declaring such Indebtedness in default and such default has not been remedied, cured or waived, shall not exceed 20% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base. As For all purposes of this Section 5.13, all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor). For the avoidance of doubt, (i) no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (x) such Investment is subject only to Eligible Liens and (y) such Investment is Transferable, (ii) with respect to Letters of Credit issued to support obligations of any Portfolio Company, the underlying obligations of such Portfolio Company to the applicable Obligors in respect of such Letters of Credit shall not be included in the Borrowing Base, and (iii) no Cash Collateral securing any LC Exposure shall be included in the Borrowing Base. In addition, as used herein, the following terms have the following meanings:
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Capital Southwest Corp), Senior Secured Revolving Credit Agreement (Capital Southwest Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Agent pursuant to Section 2.05(k2.04(k)) or by (y) the last paragraph of Section 2.09(a))applicable Advance Rate; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 500% at any time when the Borrowing Base is composed entirely of the Advance Rate otherwise applicable; provided that, with respect to the Eligible Portfolio Investments in a single Consolidated Group designated issued by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%fewer than 20 different issuers;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Eligible Portfolio Investments issued by all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding (i) 5% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of fair value for purposes of this subclause shall be made without taking into account any Advance Rate) (the “Total Eligible Portfolio”), shall be 50% of the otherwise applicable Advance Rate and (ii) the Advance Rate applicable to that portion of the aggregate fair value of Eligible Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 207.5% of Shareholders’ Equity the Total Eligible Portfolio of the Borrower (whichTotal Eligible Portfolio shall be 0%; provided that at any time the Consolidated Asset Coverage Ratio is less than 175%, for purposes the Advance Rate applicable to that portion of this calculation shall exclude the aggregate amount fair value of investments in, and advances to, Financing Subsidiaries) Eligible Portfolio Investments of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the Total Eligible Portfolio shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of Total Eligible Portfolio issued by Portfolio Companies in the Portfolio Investments in any single same Industry Classification Group that exceeds (x) 20% of Shareholders’ Equity the Total Eligible Portfolio for each of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments inTwo Largest Industry Classification Groups, and advances to, Financing Subsidiaries(y) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 3015% of the Shareholders’ Equity Total Eligible Portfolio for any other industry sector, shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject Advance Rate applicable to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) that portion of the Guarantee and Security Agreement) to aggregate Value of Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or Performing First Lien Bank Loans that exceeds 30% of the Collateral Agent, and then only for so long as such Total Eligible Portfolio Investment continues to shall be Delivered as contemplated therein0%;
(e) the Advance Rate applicable to that portion of the Borrowing Base attributable to aggregate Value of Portfolio Investments that are Performing Non-Cash Pay Mezzanine Investments, Performing High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests PIK Obligations and Non-Performing DIP Loans that exceeds 20% of the Total Eligible Portfolio Investments shall not exceed 20be 0%;
(f) the Advance Rate applicable to that portion of the Borrowing Base attributable to Equity Interests aggregate Value of Portfolio Investments that are Performing PIK Obligations that exceeds 5% of the Total Eligible Portfolio shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base)0%;
(g) the Advance Rate applicable to that portion of the Borrowing Base attributable to Non-Performing aggregate Value of Portfolio Investments that are Performing DIP Loans that exceeds 10% of the Total Eligible Portfolio shall not exceed 15% and be 0%;
(h) the Advance Rate applicable to that portion of the Borrowing Base attributable to aggregate Value of Portfolio Investments that were Nonare Performing Covenant-Lite Loans (excluding, for clarity, Performing Broadly Syndicated Loans) that exceeds 10% of the Total Eligible Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5be 0%; and
(hi) the Advance Rate applicable to that portion of the Borrowing Base attributable to aggregate Value of Portfolio Investments invested outside that are investments in Permitted Foreign Jurisdiction Portfolio Investments that exceeds 30% (or, in the United Statescase of such Portfolio Investments in which the applicable Permitted Foreign Jurisdiction is France, Canadathat exceeds 10%) of the Total Eligible Portfolio Investments shall be 0%. For all purposes of this Section 5.13, (A) all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor) and (B) to the extent the Total Eligible Portfolio is required to be reduced to comply with this Section 5.13, the United KingdomBorrower shall be permitted to choose the Eligible Portfolio Investments to be so removed to effect such reduction. For the avoidance of doubt, Australiano Portfolio Investment shall be an Eligible Portfolio Investment unless, Germanyamong the other requirements set forth in this Agreement, France(i) such Investment is subject only to Eligible Liens, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway (ii) such Investment is Transferable and Sweden shall not exceed 5% without the consent (iii) such Investment meets all of the Administrative Agentother criteria set forth on Schedule 1.01(c) hereto. As In addition, as used herein, the following terms have the following meanings:
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Barings Capital Investment Corp), Senior Secured Revolving Credit Agreement (Barings Capital Investment Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 107.5% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 107.5% figure shall be increased to 12.510%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2015% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 157.5% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and;
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, Australia, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative AgentAgent and ING;
(i) at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is less than 2.25 to 1.00 or the Consolidated Asset Coverage Ratio as of the end of the most recent fiscal quarter is less than 2.00 to 1.00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 50.0%;
(j) at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 2.25 to 1.00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 67.5%;
(k) the portion of the Borrowing Base attributable to Portfolio Investments (other than Common Equity, U.S. Government Securities, Cash and Cash Equivalents) with a Total Leverage Ratio greater than or equal to 7.50 to 1.00 shall not exceed 25%; and
(l) the portion of the Borrowing Base attributable to Mezzanine Investments shall not exceed 30%. As used herein, the following terms have the following meanings:
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Owl Rock Technology Finance Corp.), Senior Secured Revolving Credit Agreement (Owl Rock Technology Finance Corp.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment in the Collateral Pool and (y) the applicable Advance Rate for such Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the The Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in a consolidated group the Borrowing Base consisting of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, DIP Loans that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 5015% of the Advance Rate otherwise applicable; provided that, with respect to the aggregate Value of all Portfolio Investments included in a single Consolidated Group designated by the Borrower Borrowing Base (in each case after giving effect to the Administrative Agent such 10% figure shall Advance Rates) will be increased to 12.50%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers included in the Borrowing Base in a Consolidated Group exceeding 20% consolidated group of Shareholders’ Equity of the Borrower corporations or other entities (which, for purposes the avoidance of this calculation doubt, shall exclude not include any Cash or Cash Equivalents) (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 5% of the aggregate amount Value of investments in, and advances to, Financing Subsidiariesall Portfolio Investments included in the Borrowing Base (in each case after giving effect to Advance Rates) shall will be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Borrowing Base in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount Value of investments in, and advances to, Financing Subsidiariesall Portfolio Investments included in the Borrowing Base (in each case after giving effect to Advance Rates) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such portion 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall 25%;
(d) the Advance Rate applicable to such excess that portion of the aggregate Value of the Portfolio Investments included in the Borrowing Base where the Underlying Obligor has an Underlying Obligor EBITDA less than $10,000,000 as of the end of the most recent fiscal quarter that exceeds 40% of the aggregate Value of all Portfolio Investments included in the Borrowing Base (in each case after giving effect to Advance Rates) shall be 0%;
(de) no the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investment may be Investments included in the Borrowing Base unless where the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment Underlying Obligor has been Delivered (an Underlying Obligor EBITDA less than $5,000,000 as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to end of the Collateral Agent, and then only for so long as such most recent fiscal quarter that exceeds 5% of the aggregate Value of all Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of Investments included in the Borrowing Base attributable (in each case after giving effect to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments Advance Rates) shall not exceed 20be 0%;
(f) the portion of the Borrowing Base attributable to Equity Interests if at any time there shall not exceed 10% be fewer than twenty-five (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included 25) Portfolio Investments in the Borrowing Base);, the Advance Rate applicable to all Portfolio Investments in the Borrowing Base shall be 0%; and
(g) the Advance Rate applicable to that portion of the Borrowing Base attributable to Non-Performing aggregate Value of the Portfolio Investments shall not exceed 15% and the portion of included in the Borrowing Base attributable to where the Underlying Obligor is domiciled in Canada that exceeds 10% (or such higher percentage agreed by the Administrative Agent in its sole discretion) of the aggregate Value of all Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of in the Borrowing Base attributable (in each case after giving effect to Advance Rates) shall be 0%. To the extent any Portfolio Investments invested outside Investment is required to be removed from the United States, CanadaBorrowing Base to comply with any of the portfolio limitations set forth in this Section 5.13, the United KingdomBorrower shall be permitted to choose the Portfolio Investments, Australiaor portions of such Portfolio Investments, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agentto be so removed to effect such compliance. As used herein, the following terms have the following meanings:
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (AG Twin Brook Capital Income Fund), Senior Secured Revolving Credit Agreement (AG Twin Brook Capital Income Fund)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 106% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2012% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity aggregate Value of all Portfolio Investments in the Collateral Pool as of the end of the most recent quarter shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and;
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative AgentAgent and JPMorgan Chase Bank, N.A.;
(i) at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 2.00 to 1.00, but less than 2.25 to 1.00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 62.5%; and
(j) at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 2.25 to 1.00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 67.5%. As used herein, the following terms have the following meanings:
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.), Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (excluding any Cash Collateral held by y) the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a))applicable Advance Rate; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 500% at any time when the Borrowing Base is composed entirely of the Advance Rate otherwise applicable; provided that, with respect to the Eligible Portfolio Investments in a single Consolidated Group designated issued by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%fewer than 20 different issuers;
(b) with respect to all Eligible Portfolio Investments issued by a single issuer, the Advance Rate applicable to that portion of the aggregate Value such Eligible Portfolio Investments that exceeds 5.0% of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of ShareholdersObligors’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) Net Worth shall be 0%; provided that, with respect to each of the three (3) largest Portfolio Companies that constitute Eligible Portfolio Investments in a single Industry Classification Group from time to time designated by (based on the Borrower to fair value of the Administrative Agent such 20% figure shall be increased to 30% and, accordinglyEligible Portfolio Investments), only to the extent that the Value for portion of such single Industry Classification Group Eligible Portfolio Investments issued by such Portfolio Companies that exceeds 307.5% of the ShareholdersObligors’ Equity Net Worth shall the have an Advance Rate applicable to such excess Value be of 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(ec) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Eligible Portfolio Investments in any Industry Classification Group shall not exceed (i) in the case of an Industry Classification Group that is one of the Two Largest Industry Classification Groups, 20%;
(f) the portion % of the Borrowing Base attributable and (ii) in the case of any other Industry Classification Group, 15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to Equity Interests shall not the extent such portion would otherwise exceed 1020% of the Borrowing Base or 15% of the Borrowing Base, as applicable;
(it being understood that in no event shall Equity Interests d) if at any time the weighted average maturity of Financing Subsidiaries be all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base);
(g) the portion of exceeds 5.0 years, the Borrowing Base attributable to Non-Performing shall be reduced by removing Debt Eligible Portfolio Investments shall therefrom (but not exceed 15% and from the portion Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
be no greater than 5.0 years (h) the portion of the Borrowing Base attributable subject to Portfolio Investments invested outside the United Statesall other constraints, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway limitations and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used restrictions set forth herein, the following terms have the following meanings:);
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (excluding any Cash Collateral held by y) the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a))applicable Advance Rate; provided that:
(a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different issuers; provided that, the minimum number of issuers may be 12 as long as (1) the overall utilization of the Borrowing Base is less than 85% and (2) the aggregate fair value of Portfolio Investments (either (x) as specified in the most recent financial statements delivered pursuant to clause (a) or (b) (as applicable) of Section 5.01 or, (y) if any such Portfolio Investment was acquired after the delivery of the most recent financial statements, the fair value of such Portfolio Investment as reasonably determined by the Board of Directors of the Borrower) that are not Eligible Portfolio Investments, but which constitute Collateral, shall not be less than 75% of the aggregate principal balance of the Loans outstanding at such time (for these purposes, (i) utilization of the Borrowing Base on any day means the fraction expressed as a percentage, the numerator of which is the sum of the Covered Debt Amount on such day, and the denominator of which is the Borrowing Base in effect on such day and (ii) issuers that are affiliates of each other will be treated as one issuer (unless the affiliation is solely as a result of direct or indirect control by a common private equity or similar sponsor));
(b) with respect to all Eligible Portfolio Investments issued by a single issuer, the Advance Rate applicable to (a) that portion of the aggregate Value Eligible Portfolio Investment(s) of such single issuer exceeding 6% (but less than 12%) of the aggregate value of all Eligible Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity all issuers as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 50% of the otherwise applicable Advance Rate otherwise applicableRate; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
and (b) the Advance Rate applicable to that portion of the aggregate Value Eligible Portfolio Investment(s) of such single issuer exceeding 12% of the aggregate value of all Eligible Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or Performing First Lien Bank Loans shall not exceed 35% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of therefrom (but not from the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing SubsidiariesCollateral) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30portion would otherwise exceed 35% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%Borrowing Base;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Eligible Portfolio Investments Investment that are Noteless Assigned Loans shall not exceed 20%25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(e) if at any time the Weighted Average Leverage Ratio is greater than 4.75, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.75 (subject to all other constraints, limitations and restrictions set forth herein);
(f) the portion of the Borrowing Base attributable to Equity Interests Eligible Portfolio Investments in each of the Industry Classification Groups that are part of the Two Largest Industry Classification Groups shall not exceed 10exceed, with respect to the largest Industry Classification Group, 25% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base and, with respect to the second-largest Industry Classification Group, 20% of the Borrowing Base), and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed the percentage set forth above for such Industry Classification Group;
(g) the portion of the Borrowing Base attributable to Non-Performing Eligible Portfolio Investments in any single Industry Classification Group (other than each of the Industry Classification Groups that are part of the Two Largest Industry Classification Groups) shall not exceed 15% and the portion of the Borrowing Base attributable to and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments that were Non-Performing Portfolio Investments at therefrom (but not from the time Collateral) to the extent such Portfolio Investments were acquired shall not portion would otherwise exceed 5%; and15% of the Borrowing Base;
(h) [reserved];
(i) [reserved];
(j) [reserved];
(k) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United StatesPIK Obligations, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway DIP Loans and Sweden Covenant-Lite Loans shall not exceed 515% without the consent of the Administrative AgentBorrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(l) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedging Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) the one-month LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(m) if at any time the Weighted Average Floating Spread (after giving effect to any Hedging Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(n) [reserved];
(o) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Foreign Eligible Portfolio Investments in the aggregate shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Foreign Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; provided that no credit shall be given to the Borrowing Base for any Foreign Eligible Portfolio Investment, if any Obligor does not qualify for zero withholding for loans to Canadian borrowers, U.K. borrowers, Irish borrowers, French borrowers, German borrowers, Italian borrowers, Luxembourg borrowers, Swedish borrowers, Swiss borrowers or Dutch borrowers, as applicable;
(p) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments shall not exceed 10% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Affiliate Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Borrowing Base; and
(q) no portion of the Borrowing Base shall be attributable to (a) any (i) Equity Interests or (ii) warrants, options or other rights for the purchase or acquisition of Equity Interests, (b) any Investment in debt Securities that is convertible into or exchangeable for shares of Equity Interests of such Portfolio Investment, if upon any such conversion of all such debt Securities, such Portfolio Investment (together with all other Portfolio Investments in such issuer) would be an Affiliate Investment, or (c) any Structured Finance Obligation. As For all purposes of this Section 5.13, all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor). For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens and (ii) such Investment is Transferable. In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Alcentra Capital Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (i) the Value of each Eligible Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Agent pursuant to Section 2.05(k2.04(k)) or by (ii) the last paragraph of Section 2.09(a))applicable Advance Rate, expressed as a fraction; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Eligible Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”)entities, in accordance with GAAP, that exceeds (i) 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments incalculation, and advances to, Financing Subsidiaries) shall be 50exclusive of the net asset value held in any Financing Subsidiary and any Asset Manager), or (ii) 10% of the Advance Rate otherwise applicable; provided that, with respect to the aggregate Value of all Eligible Portfolio Investments included in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure Borrowing Base, shall be increased to 12.50%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 0%% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 20 different issuers;
(c) the Advance Rate applicable to that portion of the Borrowing Base attributable to the following assets in the aggregate Value shall not exceed 10% of the Borrowing Base, and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 10% of the Borrowing Base: (i) Eligible Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated rated 3 by the Borrower to using the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent Proprietary Rating System; (ii) Underperforming Investments; (iii) Eligible Portfolio Investments that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%are debt obligations which bear cash interest less frequently than quarterly; and (iv) PIK Obligations;
(d) no Portfolio Investment may be included in the portion of the Borrowing Base unless attributable to Underperforming Investments shall not exceed 5% of the Collateral Agent maintains a first priorityBorrowing Base, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and the Borrowing Base shall be reduced to the extent required under Section 7.01(a) such portion would otherwise exceed 5% of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated thereinBorrowing Base;
(e) the portion of the Borrowing Base attributable to Performing NonCovenant-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments Lite Loans shall not exceed 20%10% of the Borrowing Base, and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 10% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Equity Interests Eligible Portfolio Investments that are not Low-Risk Assets, Performing Last Out Loans or Performing Second Lien Credit Facility Loans shall not exceed 1025% (it being understood that in no event of the Borrowing Base and the Borrowing Base shall Equity Interests be reduced to the extent such portion would otherwise exceed 25% of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 1525% and the portion of the Borrowing Base attributable and the Borrowing Base shall be reduced to Portfolio Investments that were Non-Performing Portfolio Investments at the time extent such Portfolio Investments were acquired shall not portion would otherwise exceed 5%; and25% of the Borrowing Base;
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments invested outside in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with respect to which the headquarters of the corresponding Portfolio Company is located in any one state, province, commonwealth, territory, possession or political subdivision of the United States or Canada shall not exceed 30% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 30% of the Borrowing Base;
(j) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(k) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are revolving loans shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are loans with respect to which the Borrower (including, for clarity, any Financing Subsidiary and its Affiliates, on a combined basis) controls less than 50% of such loan and for which the Borrower was not actively engaged in the origination and structuring of such loan, shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(m) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(n) if at any time the weighted average maturity of all debt Eligible Portfolio Investments exceeds 5 years, the Borrowing Base shall be reduced by removing debt Eligible Portfolio Investments therefrom (but not from the Collateral) in the order of maturity (with the debt Eligible Portfolio Investment having the longest maturity to be removed first) to the extent necessary to cause the weighted average maturity of all debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than 5 years (subject to all other constraints, limitations and restrictions set forth herein);
(o) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing debt Eligible Portfolio Investments therefrom (but not from the Collateral) in the order of cash interest coupon amount (with the debt Eligible Portfolio Investment having the lowest cash interest coupon to be removed first) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(p) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing debt Eligible Portfolio Investments therefrom (but not from the Collateral) in the order of Spread amount (with the debt Eligible Portfolio Investment having the lowest Spread to be removed first) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(q) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein);
(r) the portion of the Borrowing Base attributable to Eligible Portfolio Investments denominated in Canadian dollars or with respect to which (i) the principal operations of the corresponding Portfolio Company or any assets of such Portfolio Company pledged as collateral for such Portfolio Investment are primarily located in Canada or any commonwealth, territory, possession or political subdivision of the United States (other than any state of the United States), Canada(ii) the corresponding Portfolio Company is organized under the laws of Canada or any commonwealth, territory, possession or political subdivision of the United KingdomStates (other than any state of the United States), Australiaor (iii) the corresponding Portfolio Company is domiciled within Canada or any commonwealth, Germanyterritory, Francepossession or political subdivision of the United States (other than any state of the United States), Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 510% without the consent of the Administrative Agent. As used hereinBorrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 10% of the Borrowing Base; and
(s) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that contain any restrictions on transfer described in subclause (e) of clause (ii) of the definition of “Transferable” shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 10% of the Borrowing Base.; and
(t) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Noteless Loan Assets shall not exceed 25% of the Borrowing Base, and the following terms have Borrowing Base shall be reduced to the following meanings:extent such portion would otherwise exceed 25% of the Borrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Fifth Street Finance Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Portfolio Investment by (excluding any Cash Collateral held by y) the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); applicable Advance Rate, provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Portfolio Investments in a issued by one or more members of any one consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10GAAP exceeding 7.5% and less than 12.5% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount Value of investments inall Unadjusted Eligible Portfolio Investments, and advances to, Financing Subsidiaries) shall be 50% of the otherwise applicable Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%Rate;
(b) the Advance Rate applicable to that portion of the aggregate Value of the all Portfolio Investments issued by one or more members of any one consolidated group of corporations or other entities in accordance with GAAP exceeding 12.5% of the aggregate Value of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) Unadjusted Eligible Portfolio Investments shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single (i) the largest Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount Value of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the all Unadjusted Eligible Portfolio Investments in a single and (ii) any other Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 3015% of the Shareholders’ Equity shall the Advance Rate applicable to such excess aggregate Value of all Unadjusted Eligible Portfolio Investments shall, in each case be 0%;
(d) the Advance Rate applicable to CDO Securities (including collateralized loan obligations or other investments that similarly represent an investment in underlying levered portfolios), finance leases, joint ventures, investment funds and any other investment type not listed in the definition of “Advance Rate” below, shall be 0%;
(e) the aggregate Borrowing Base contribution of the Borrower’s investments in Cash, Cash Equivalents, Short-Term U.S. Government Securities, Performing First Lien Bank Loans, Second Out Portions of Performing Unitranche Bank Loans and Performing Second Lien Bank Loans may not be less than 80% of the Borrowing Base; 68 #4841-8625-7971v16
(f) the aggregate Borrowing Base contribution of the Borrower’s investments in Cash, Cash Equivalents, Short-Term U.S. Government Securities and Performing First Lien Bank Loans (collectively, the “Aggregate First Lien Contribution”) may not be less than (i) 40% of the Borrowing Base if the Obligors have in aggregate 15 or more Portfolio Investments, (ii) 45% of the Borrowing Base if the Obligors have in aggregate 12 or more but less than 15 Portfolio Investments, (iii) 50% of the Borrowing Base if the Obligors have 10 or more but less than 12 Portfolio Investments, and (iv) 55% of the Borrowing Base if the Obligors have 8 or more but less than 10 Portfolio Investments;
(g) (i) during the period from the Restatement Effective Date to and including the Commitment Termination Date, the Borrowing Base shall at all times include at least 12 individual Portfolio Investments and (ii) during the period after the Commitment Termination Date to the Maturity Date, the Borrowing Base shall at all times include at least 8 individual Portfolio Investments;
(h) Following the application of (a) through (g) above, if at any time the weighted average maturity of all Portfolio Investments (based on the Value of Portfolio Investments to the extent included in the Borrowing Base) exceeds six (6) years, the Borrower shall specify which Portfolio Investments shall be removed from the calculation of the Borrowing Base (but not from the Collateral) such that the weighted average maturity of all Portfolio Investments included in the calculation of the Borrowing Base is no greater than 6 years (subject to all other constraints, limitations and restrictions set forth herein); and
(i) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood ; provided that in the case of any Portfolio Investment in which the Collateral Agent has a first-priority perfected security interest pursuant to a valid Uniform Commercial Code filing (and for which no event shall Equity Interests other method of Financing Subsidiaries perfection with a higher priority is possible), such Portfolio Investment may be included in the Borrowing Base);
(g) Base so long as all remaining actions to complete “Delivery” are satisfied within 7 days of such inclusion. For the portion avoidance of the Borrowing Base attributable doubt, to Nonavoid double-Performing Portfolio Investments counting of excess concentrations, any Advance Rate reductions set forth under this Section 5.13 shall not exceed 15% and the portion be without duplication of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time any other such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:Advance Rate reductions.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Resource Capital Corp.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment (excluding any Cash Collateral held Collateral) by (y) the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a))applicable Advance Rate; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 500% at any time when the Borrowing Base is composed entirely of the Advance Rate otherwise applicable; provided that, with respect to the Eligible Portfolio Investments in a single Consolidated Group designated issued by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%fewer than 20 different issuers;
(b) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 6% of the aggregate Value of the all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of all issuers in a Consolidated Group exceeding 20% doubt, the calculation of Shareholders’ Equity of the Borrower (which, Value for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) subclause shall be 0%;
made without taking into account any Advance Rate), shall be 50% of the otherwise applicable Advance Rate; (cii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 5% of the aggregate Value of the all Eligible Portfolio Investments included in any single Industry Classification Group that exceeds 20% the Borrowing Base (for the avoidance of Shareholders’ Equity doubt, the calculation of the Borrower (which Value for purposes of this calculation subclause shall exclude be made without taking into account any Advance Rate), shall be 50% of the otherwise applicable Advance Rate; or (iii) less than 1.75:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 4% of the aggregate amount Value of investments inall Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, and advances tothe calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), Financing Subsidiariesshall be 50% of the otherwise applicable Advance Rate;
(c) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 12% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), shall be 0%; provided that(ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess that portion of the Value be 0%;
(d) no of the Eligible Portfolio Investment may be Investments issued by a single Portfolio Company exceeding 10% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base unless (for the Collateral Agent maintains a first priorityavoidance of doubt, perfected Lien the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), shall be 0%; or (subject iii) less than 1.75:1.00, the Advance Rate applicable to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the that portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Value of the Eligible Portfolio Investments shall not exceed 20%;
(f) the portion issued by a single Portfolio Company exceeding 8% of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests aggregate Value of Financing Subsidiaries be all Eligible Portfolio Investments included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:the
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (i) the Value of each Eligible Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Agent pursuant to Section 2.05(k2.04(k)) or by (ii) the last paragraph of Section 2.09(a))applicable Advance Rate, expressed as a fraction; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Eligible Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”)entities, in accordance with GAAP, that exceeds (i) 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments incalculation, and advances to, Financing Subsidiaries) shall be 50exclusive of the net asset value held in any Financing Subsidiary and any Asset Manager), or (ii) 10% of the Advance Rate otherwise applicable; provided that, with respect to the aggregate Value of all Eligible Portfolio Investments included in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure Borrowing Base, shall be increased to 12.50%;.
(b) the aggregate value attributable to Low-Risk Assets shall at all times be at least equal to 100% of the aggregate amount of the total Revolving Credit Exposure, and the Borrowing Base shall be reduced to the extent such aggregate value falls below 100% of the aggregate amount of the total Revolving Credit Exposure; provided that the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 0%% at any time when the aggregate Value of all Low-Risk Assets included in the Borrowing Base is less than $90,000,000;
(c) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 0%; provided that, with respect to % at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments in a single Industry Classification Group from time to time designated issued by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%less than 1520 different issuers;
(d) no Portfolio Investment may be included in the portion of the Borrowing Base unless attributable to Eligible Portfolio Investments that are debt obligations which bear cash interest less frequently than quarterly shall not exceed 10% of the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment Borrowing Base and such Portfolio Investment has been Delivered (as such term is used in and the Borrowing Base shall be reduced to the extent required under Section 7.01(a) such portion would otherwise exceed 10% of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated thereinBorrowing Base;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Eligible Portfolio Investments that are not Cash, Cash Equivalents, First Lien Credit Facility Loans (other than Covenant-Lite Loans) or Second Lien Credit Facility Loans (other than Covenant-Lite Loans) shall not exceed 20%10% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 10% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Equity Interests Eligible Portfolio Investments rated 3 by the Borrower using the Proprietary Rating System shall not exceed 10% (it being understood that in no event of the Borrowing Base and the Borrowing Base shall Equity Interests be reduced to the extent such portion would otherwise exceed 10% of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 1525% and the portion of the Borrowing Base attributable and the Borrowing Base shall be reduced to Portfolio Investments that were Non-Performing Portfolio Investments at the time extent such Portfolio Investments were acquired shall not portion would otherwise exceed 5%; and25% of the Borrowing Base;
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments invested outside in any single Industry Classification Group (other than the United States, Canada, Largest Industry Classification Group) shall not exceed 15% of the United Kingdom, Australia, Germany, France, Belgium, Borrowing Base and the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden Borrowing Base shall be reduced to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to PIK Obligations shall not exceed 5% without the consent of the Administrative Agent. As used hereinBorrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 5% of the Borrowing Base;
(j) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Low-Risk Assets shall not exceed the portion of the Borrowing Base attributable to Low-Risk Assets and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments that are not Low-Risk Assets therefrom (but not from the Collateral) as the Borrower may elect to the extent necessary to cause the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Low-Risk Assets to not exceed the portion of the Borrowing Base attributable to Low-Risk Assets;
(k) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with respect to which the headquarters of the corresponding Portfolio Company is located in any one state, province, commonwealth, territory, possession or political subdivision of the United States or Canada shall not exceed 30% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 30% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(m) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are revolving loans shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(n) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are loans with respect to which the Borrower (including, for clarity, any Financing Subsidiary and its Affiliates, on a combined basis) controls less than 50% of such loan and for which the Borrower was not actively engaged in the origination and structuring of such loan, shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(o) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(p) if at any time the weighted average maturity of all debt Eligible Portfolio Investments exceeds 5 years, the following terms have Borrowing Base shall be reduced by removing debt Eligible Portfolio Investments therefrom (but not from the following meanings:Collateral) in the order of maturity (with the debt Eligible Portfolio Investment having the longest maturity to be removed first) to the extent necessary to cause the weighted average maturity of all debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than 5 years (subject to all other constraints, limitations and restrictions set forth herein);
(q) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing debt Eligible Portfolio Investments therefrom (but not from the Collateral) in the order of cash interest coupon amount (with the debt Eligible Portfolio Investment having the lowest cash interest coupon to be removed first) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(r) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing debt Eligible Portfolio Investments therefrom (but not from the Collateral) in the order of Spread amount (with the debt Eligible Portfolio Investment having the lowest Spread to be removed first) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(s) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein); and
(t) the portion of the Borrowing Base attributable to Eligible Portfolio Investments denominated in Canadian dollars or with respect to which (i) the principal operations of the corresponding Portfolio Company or any assets of such Portfolio Company pledged as collateral for such Portfolio Investment are primarily located in Canada or any commonwealth, territory, possession or political subdivision of the United States (other than any state of the United States), (ii) the corresponding Portfolio Company is organized under the laws of Canada or any province thereofcommonwealth, territory, possession or political subdivision of the United States (other than any state of the United States), or (iii) the corresponding Portfolio Company is domiciled within Canada or any commonwealth, territory, possession or political subdivision of the United States (other than any state of the United States), shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 10% of the Borrowing Base.; and
(u) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that contain any restrictions on transfer described in subclause (e) of clause (ii) of the definition of “Transferable” shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 10% of the Borrowing Base.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Fifth Street Finance Corp)
Calculation of Borrowing Base. (a) For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); , provided that:
(ai) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments (other than Cash and Cash Equivalents) of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”)entities, in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(bii) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments (other than Cash and Cash Equivalents) of all issuers in a Consolidated Group consolidated group of corporations or other entities, in accordance with GAAP, exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(ciii) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments (other than Cash and Cash Equivalents) attributable to common equity, warrants, Portfolio Investments that are not Performing and Portfolio Investments where less than 66.67% of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash, exceeding 20% of the Borrowing Base shall be 0%;
(iv) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments (other than Cash and Cash Equivalents) in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(dv) no the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments (other than Common Equity) in which the Borrower has a controlling influence as determined under the Investment Company Act that exceeds 5% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be the Advance Rate applicable to Performing Common Equity (to the extent such Portfolio Investments are Performing) or 0%,
(vi) The Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments (other than Cash and Cash Equivalents) attributable to Venture Loans exceeding 45% of the Borrowing Base shall be 0%, and
(vii) the Advance Rate applicable to that portion of the Value of the Portfolio Investments attributable to any investment in a Financing Subsidiary shall be 0%.
(b) No Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood ; provided that in the case of any Portfolio Investment in which the Collateral Agent has a first priority perfected security interest pursuant to a valid Uniform Commercial Code filing (and for which no event shall Equity Interests other method of Financing Subsidiaries perfection with a higher priority is possible), such Portfolio Investment may be included in the Borrowing Base so long as all remaining actions to complete “Delivery” are satisfied within seven (7) Business Days of such inclusion. Voting stock of any Controlled Foreign Corporation in excess of 66.0% of the issued and outstanding voting stock of such Controlled Foreign Corporation shall not be included as a Portfolio Investment for purposes of calculating the Borrowing Base);. For the avoidance of doubt, to avoid double counting of excess concentrations, any Advance Rate reductions set forth under this Section 5.13 shall be without duplication of any other such Advance Rate reductions.
(gc) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Solar Capital Ltd.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 107.5% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 107.5% figure shall be increased to 12.510%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2015% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 1510% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and;
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative AgentAgent and ING;
(i) at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 200%, but less than 225%, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 62.5%; and
(j) at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 225%, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 67.5%. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Owl Rock Capital Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 106% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2012% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity aggregate Value of all Portfolio Investments in the Collateral Pool as of the end of the most recent quarter shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;; 104 Revolving Credit Agreement
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and;
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative AgentAgent and JPMorgan Chase Bank, N.A.;
(i) at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 2.00 to 1:00, but less than 2.25 to 1.00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 62.5%; and
(j) at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 2.25 to 1:00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 67.5%. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Sixth Street Lending Partners)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); Investment, provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds GAAP (other than SSLF) exceeding 10% of Shareholders’ Equity of the Borrower (which, for purposes of this the calculation of Shareholder’s Equity of the Borrower, shall exclude the aggregate amount of investments in, and advances to, Financing SubsidiariesDesignated Subsidiaries and Excluded Entities) as of the end of the most recent quarter, shall be 50% of the otherwise applicable Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;Rate.
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP (other than SSLF) exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this the calculation of Shareholder’s Equity of the Borrower, shall exclude the aggregate amount of investments in, and advances to, Financing SubsidiariesDesignated Subsidiaries and Excluded Entities) shall be 0%;.
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments (other than SSLF) in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which which, for purposes of this calculation calculation, shall exclude the aggregate amount of investments in, and advances to, Financing SubsidiariesDesignated Subsidiaries and Excluded Entities) that exceeds 20% of Shareholders’ Equity shall be 0%; , provided that, with respect to the Portfolio Investments (other than CDO Securities) in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Ares Capital Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral cash held by the Bank Administrative Agent pursuant to Section 2.05(k) or in the last paragraph of Section 2.09(aCash Collateral Accounts)); , provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”)entities, in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower Company (which, for purposes of this calculation shall exclude the aggregate amount of BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities, exceeding 20% of Shareholders’ Equity of the Borrower Company (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the portion of the Borrowing Base attributable to common equity, warrants and non-Performing Portfolio Investments shall not exceed 25% of the Covered Debt Amount and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 25% of the Covered Debt Amount;
(d) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower Company (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; , provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower Company to the Administrative Agent holders of the Notes, such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(de) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;; and
(f) to the portion extent that more than one Advance Rate is applicable to any particular Portfolio Investment, the Company may apply the highest of such Advance Rates to the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests Value of Financing Subsidiaries be included in such Portfolio Investment for purposes of determining the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Note Purchase Agreement (BlackRock Kelso Capital CORP)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 107.5% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 107.5% figure shall be increased to 12.510%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2015% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 2015%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 1510% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Portfolio Investment in the Collateral Pool to the extent the Borrower elects to include such Portfolio Investment in the Borrowing Base (excluding any Cash Collateral held by the Administrative Agent pursuant aggregate Value of all such Portfolio Investments in this clause (x), the “Gross Eligible Borrowing Base”; provided that no Portfolio Investment will be deemed included in the Gross Eligible Borrowing Base unless such Portfolio Investment is eligible for a non-zero Advance Rate without regard to Section 2.05(kthe limitations set forth in Sections 5.13(a) or through (h)) and (y) the last paragraph of Section 2.09(a)); applicable Advance Rate for such Portfolio Investment, provided that:
(av) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base of all issuers in a consolidated group 748405650 of corporations or other entities (collectively, a “Consolidated Group”), ) in accordance with GAAP, that exceeds 10GAAP exceeding 6% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount Value of investments inall Portfolio Investments in the Gross Eligible Borrowing Base, and advances to, Financing Subsidiaries) shall be 50% of the otherwise applicable Advance Rate otherwise applicableRate; provided that(ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base of all issuers in a Consolidated Group in accordance with GAAP exceeding 205% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 50% of the Borrower otherwise applicable Advance Rate; or (whichiii) less than 1.75:1.00, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base of all issuers in a Consolidated Group in accordance with GAAP exceeding 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 50% of the otherwise applicable Advance Rate;
(vi) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base of all issuers in a Consolidated Group in accordance with GAAP exceeding 12% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 0%; (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base of all issuers in a Consolidated Group in accordance with GAAP exceeding 10% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base shall be 0% or (iii) less than 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base of all issuers in a Consolidated Group in accordance with GAAP exceeding 8% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 0%;
(vii) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount Value of investments inall Portfolio Investments in the Gross Eligible Borrowing Base, and advances to, Financing Subsidiaries) shall be 0%; , provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such 25% figure shall be increased to 30%, (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 0%, provided that, with respect to Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent, such 20% figure shall be increased to 30% and25%, accordinglyor (iii) less than 1.75:1.00, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 0%;
(dviii) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the Borrowing Value of Non-Core Investments shall be 0% to the extent necessary so that no more than 20% of the Borrowing Base is attributable to such investments, (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing Value of Non-Core Investments shall be 0% to the extent necessary so that no more than 10% of the Borrowing Base is attributable to such investments or (iii) less than 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing Value of Non-Core Investments shall be 0% to the extent necessary so that no more than 5% of the Borrowing Base is attributable to such investments; 748405650
(ix) if, as of such date, the Relevant Asset Coverage Ratio is (i) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing Value of Junior Investments and Non-Core Investments shall be 0% to the extent necessary so that no more than 30% of the Borrowing Base is attributable to such investments; or (ii) less than 1.75:1.00, the Advance Rate applicable to the portion of the Borrowing Value of Junior Investments and Non-Core Investments shall be 0% to the extent necessary so that no more than 20% of the Borrowing Base is attributable to such investments;
(x) no Participation Interest may be included in the Borrowing Base for more than ninety (90) days;
(xi) the Advance Rate applicable to CLO Securities (or other investments that similarly represent an investment in underlying levered portfolios), finance leases and investments in Excluded Assets shall be 0%;
(xii) if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (h), the “Gross Borrowing Base”) is less than 1.5 times the Senior Debt Amount and (B) the Relevant Asset Coverage Ratio is less than 2.00:1.00 and greater than or equal to 1.75:1.00, then the Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to the Borrowing Base may not be less than 60% of the Covered Debt Amount, (ii)(A) the Gross Borrowing Base is less than 1.5 times the Senior Debt Amount and (B) the Relevant Asset Coverage Ratio is less than 1.75:1.00, then the Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to the Borrowing Base may not be less than 75% of the Covered Debt Amount or (iii)(A) the Gross Borrowing Base is greater than or equal to 1.5 times the Senior Debt Amount and (B) the Relevant Asset Coverage Ratio is less than 1.75:1.00, then the Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to the Borrowing Base may not be less than 25% of the Covered Debt Amount. No Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
; provided that, notwithstanding the foregoing, in the case of any Portfolio Investment in which the Collateral Agent has a first-priority perfected security interest pursuant to a valid Uniform Commercial Code filing (e) the portion and for which no other method of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securitiesperfection with a higher priority is possible), Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing such Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries Investment may be included in the Borrowing Base so long as all remaining actions to complete “Delivery” are satisfied within the longest period of (i) seven (7) days of such inclusion, (ii) as provided for herein or in the Guarantee and Security Agreement and (iii) such longer period as the Collateral Agent may agree in its reasonable discretion. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the failure to Deliver any Portfolio Investment or other Collateral shall not be a Default or Event of Default, except for any failure that would constitute an Event of Default under clause (p) of Article VII. Voting stock of any Controlled Foreign Corporation in excess of 65% of the issued and outstanding voting stock of such Controlled Foreign Corporation shall not be included as a Portfolio Investment for purposes of calculating the Borrowing Base. The Borrower shall from time to time deliver a Borrowing Base Certificate to the Administrative Agent and each Lender as provided in Sections 4.01(a)(vii);
, 4.02(c)(i), 5.01(d), 5.01(e) and 6.05(d). For the avoidance of doubt, (ga) to avoid double-counting of excess concentrations, any Advance Rate reductions set forth under this Section 5.13 shall be without duplication of any other such Advance Rate reductions and (b) to the portion of extent the Borrowing Base attributable is required to Non-Performing be 748405650 reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments shall not exceed 15% and the portion of to be excluded from the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time effect such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agentreduction. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Owl Rock Core Income Corp.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (excluding any Cash Collateral held by y) the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a))applicable Advance Rate, expressed as a fraction; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in a consolidated group their entirety shall be 0% at any time when the Borrowing Base is composed entirely of corporations or other entities (collectivelyEligible Portfolio Investments issued by less than 15 different issuers; provided that for the first 12 months following the Effective Date, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% the minimum number of Shareholders’ Equity issuers may be 12 as long as the overall utilization of the Borrower Borrowing Base is less than 65% (whichfor these purposes, for purposes utilization of this calculation shall exclude the aggregate amount Borrowing Base on any day means the fraction expressed as a percentage, the numerator of investments inwhich is the sum of the Covered Debt Amount on such day, and advances to, Financing Subsidiaries) shall be 50% the denominator of which is the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments Borrowing Base in a single Consolidated Group designated by the Borrower to the Administrative Agent effect on such 10% figure shall be increased to 12.5%day);
(b) with respect to all Eligible Portfolio Investments issued by a single issuer, the Advance Rate applicable to that portion of the aggregate Value such Eligible Portfolio Investments that exceeds 7.5% of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of ShareholdersObligors’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) Net Worth shall be 0%; provided that, with respect to each of the six (6) largest Portfolio Companies (based on the fair value of the Eligible Portfolio Investments), only that portion of the Eligible Portfolio Investments in a single Industry Classification Group from time to time designated issued by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent Portfolio Company that the Value for such single Industry Classification Group exceeds 3010% of the ShareholdersObligors’ Equity Net Worth shall the have an Advance Rate applicable to such excess Value be of 0%;
(dc) no if at any time the weighted average Risk Factor of all Eligible Portfolio Investment may Investments (based on the fair value of such Eligible Portfolio Investments) exceeds 3105, the Borrowing Base shall be included reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien to be no greater than 3105 (subject to Permitted Liensall other constraints, limitations and restrictions set forth herein);
(d) on such the portion of the Borrowing Base attributable to Eligible Portfolio Investment Investments with a Risk Factor higher than 3490 shall not exceed 25% of the Borrowing Base and such the Borrowing Base shall be reduced by removing Eligible Portfolio Investment has been Delivered Investments therefrom (as such term is used in and but not from the Collateral) to the extent required under Section 7.01(a) such portion would otherwise exceed 25% of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated thereinBorrowing Base;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or First Lien Bank Loans shall not exceed 20%70% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 70% of the Borrowing Base;
(f) the portion Advance Rateportion of the Borrowing Base attributable to Equity Interests shall the aggregate value of all Noteless Assigned Loans thatshall not exceed 102025% of the Borrowing Base and the Borrowing Base shall be 0%reduced by removing Eligible Portfolio Investments therefrom (it being understood that in no event shall Equity Interests but not from the Collateral) to the extent such portion would otherwise exceed 25% of Financing Subsidiaries be included in the Borrowing Base);
(g) if at any time the portion of Weighted Average Leverage Ratio is greater than 4.0,4.5, the Borrowing Base attributable to Non-Performing shall be reduced by removing Debt Eligible Portfolio Investments shall therefrom (but not exceed 15% from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.04.5 (subject to all other constraints, limitations and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; andrestrictions set forth herein);
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments invested outside in each of the United StatesIndustry Classification Groups that are part of the Two Largest Industry Classification Group shall, Canadain each case, not exceed 20% of the United Kingdom, Australia, Germany, France, Belgium, Borrowing Base and the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than each of the Industry Classification Groups that are part of the Two Largest Industry Classification Group) shall not exceed 515% without the consent of the Administrative Agent. As used hereinBorrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(j) if at any time the weighted average maturity of all debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds 5.0 years, the following terms have Borrowing Base shall be reduced by removing debt Eligible Portfolio Investments therefrom (but not from the following meanings:Collateral) to the extent necessary to cause the weighted average maturity of all debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than 5.0 years (subject to all other constraints, limitations and restrictions set forth herein);
(k) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are debt investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(o) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Low Risk Assets shall be at least 40% of the Borrowing Base, and the Borrowing Base shall be reduced by removing therefrom (but not from the Collateral) Eligible Portfolio Investments that are not Low Risk Assets so that the portion of the Borrowing Base attributable to Low Risk Assets will be at least 40% of the Borrowing Base; and
(p) no portion of the Borrowing Base shall be attributable to (a) any (i) Equity Interests, (ii) warrants, options or other rights for the purchase or acquisition of Equity Interests or (iii) securities convertible into or exchangeable for shares of Equity Interests, (b) any Affiliate Investment or (c) any Structured Finance Obligation;
(q) the portion of the Borrowing Base attributable to Eligible Portfolio Investments (other than Eligible Portfolio Investments that are Quoted Investments and that do not trade at a discount to par in excess of 20%) issued by Portfolio Companies with a trailing twelve month total debt to EBITDA ratio of greater than 5.5 shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; and
(r) to the extent that the fair value of the No External Review Assets included in the Borrowing Base exceeds 10% of the Borrowing Base (without taking into account any No External Review Assets), the Borrowing Base shall be reduced by removing
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 2025%;; 701007202 11262547 81 Revolving Credit Agreement
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 1015% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products of the Advance Rates of and the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k2.05(j) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 507.5% of the Advance Rate otherwise applicable; provided that, with respect to the Value of all Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
Aggregate Collateral Pool (b) other than Portfolio Investments for which the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be is 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Value of Portfolio Investments in a (i) the largest single Industry Classification Consolidated Group from time to time (as designated by the Borrower to the Administrative Agent Agent) such 207.5% figure shall be increased to 3015% and, accordingly, only and (ii) the second largest single Consolidated Group (as designated by the Borrower to the extent that the Value for Administrative Agent) such single Industry Classification Group exceeds 307.5% of the Shareholders’ Equity figure shall the Advance Rate applicable be increased to such excess Value be 010%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(fb) the portion of the Borrowing Base attributable to Equity Interests and Non-Performing Portfolio Investments shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(gc) the portion of the Borrowing Base attributable to Non-Performing Portfolio Second Lien Bank Loans, High Yield Securities and Mezzanine Investments shall not exceed 20%;
(d) the portion of the Borrowing Base attributable to Cash, Cash Equivalents, Short-Term U.S. Government Securities, Long-Term U.S. Government Securities, Performing First Lien Bank Loans and Performing Unitranche Loans shall not be less than 35%;
(e) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 15% and of the Value of all Portfolio Investments in the Aggregate Collateral Pool (other than Portfolio Investments for which the Advance Rate is 0%) shall be 0%; provided that, with respect to the Value of Portfolio Investments in the largest single Industry Classification Group (as designated by the Borrower to the Administrative Agent) such 15% figure shall be increased to 25%;
(f) the portion of the Borrowing Base attributable to Portfolio Investments invested in a jurisdiction other than a Specified Country or a Specified Tax Jurisdiction (solely to the extent the investment manager of the Borrower determines in good faith that were Non-Performing Portfolio Investments at a substantial portion of the time assets, revenues, or operations supporting such Portfolio Investments were acquired are directly, or indirectly, made in a Specified Country) shall not exceed 50%; and;
(hg) the portion of the Borrowing Base attributable to Portfolio Investments invested outside of the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway Kingdom and Sweden Canada shall not exceed 5%; and
(h) no Portfolio Investment may be included in the Borrowing Base unless (i) it is Performing at the time of its acquisition by the Borrower and (ii) such Portfolio Investment is included in the Collateral Pool; provided, that, in the case of any such Portfolio Investment that is not included in the Collateral Pool and in which the Collateral Agent has a first-priority perfected security interest (subject to any Lien permitted by Section 6.02) pursuant to a valid Uniform Commercial Code filing, such Portfolio Investment may, notwithstanding this clause (ii), be included in the Borrowing Base for up to seven (7) days (or such longer period up to thirty (30) days as the Administrative Agent and the Collateral Agent may agree in their respective sole discretion) after the Obligors make or acquire such Portfolio Investment (without limiting that such Portfolio Investment shall not be excluded from the Borrowing Base under this clause (ii) at any time that such Portfolio Investment is in the Collateral Pool) (each Portfolio Investment that is not excluded from the Borrowing Base under this clause (ii), the “Aggregate Collateral Pool”); provided, further, that the limitations specified in clauses (a) through (e) above shall (i) not be tested prior to the six-month anniversary of the Effective Date, (ii) be increased by 25% without of such amount from the six-month anniversary of the Effective Date until the nine-month anniversary of the Effective Date (i.e., for clause (b), 10% will be 12.5%) and (iii) upon the request of the Borrower to the Administrative Agent (and with the consent of the Administrative AgentAgent in its sole discretion), be increased to an amount equal to 10% in excess of the percentage otherwise applicable thereto for a period commencing on the date designated by the Borrower and ending on the date one year thereafter (i.e., for clause (b), 10% will be 20% or, so long as the increase specified in clause (ii) above is in effect, 12.5% will be 22.5%); provided that, only two (2) such designations under this clause (iii) may be made over the course of this Agreement. To the extent any Portfolio Investment is required to be removed from the Borrowing Base to comply with any of the portfolio limitations set forth in this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments, or portions of such Portfolio Investments, to be so removed to effect such compliance. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Varagon Capital Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity the aggregate Value of all Portfolio Investments as of the Borrower (which for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent fiscal quarter shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent and approved by the Lenders in their sole discretion, such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity aggregate Value of all Portfolio Investments shall the Advance Rate applicable to such excess Value be 0%;
(db) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(c) in the case of each of the largest two single issuers, the advance rate applicable to that portion of the aggregate Value of Portfolio Investments in such issuer exceeding 15% of the aggregate Value of all Portfolio Investments as of the end of the most recent fiscal quarter shall be 0%;
(d) in the case of each of the third and fourth largest single issuers, the advance rate applicable to that portion of the aggregate Value of Portfolio Investments in such issuer exceeding 10% of the aggregate Value of all Portfolio Investments as of the end of the most recent fiscal quarter shall be 0%;
(e) the Advance Rate applicable to that portion of the Borrowing Base attributable aggregate Value of Portfolio Investments in any single issuer not described by paragraph (c) or (d) above exceeding 7.5% of the aggregate Value of all Portfolio Investments as of the end of the most recent fiscal quarter shall be 0%;
(f) the Advance Rate applicable to that portion of the aggregate Value of the of the Portfolio Investments in Performing Non-Cash Pay High Yield SecuritiesInvestments, Performing Non-Cash Pay Mezzanine Investments, Securities and Performing Common Equity Interests and Non-Performing Portfolio Investments shall not exceed be 0% to the extent necessary so that no more than 20%;
(f) the portion % of the Borrowing Base is attributable to Equity Interests such investments;
(g) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in Capital Stock (other than Preferred Stock) shall not exceed be 0% to the extent necessary so that no more than 10% of the Borrowing Base is attributable to such investments (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(gh) the Advance Rate applicable to that portion of the aggregate Value of the of the Portfolio Investments in Performing Non-Cash Pay Mezzanine Securities, Performing Non-Cash Pay Preferred Stock and Performing Common Equity shall be 0% to the extent necessary so that no more than 25% of the Borrowing Base is attributable to such investments;
(i) the Advance Rate applicable to that portion of the aggregate Value of Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5be 0%; and;
(hj) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed be 0% to the extent necessary so that no more than 5% without of the consent of Borrowing Base is attributable to such investments, unless otherwise consented to by the Administrative Agent; and
(k) the Borrowing Base shall consist of Portfolio Investments in no fewer than 15 separate issuers. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (New Mountain Finance Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower Net Worth (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Equity Interests in Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower prior notice to the Administrative Agent such 10Agent, the Advance Rate applicable to that portion of an investment exceeding 12.5% figure of Borrower Net Worth shall be increased to 12.5%50% of the Advance Rate otherwise applicable;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower Net Worth (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Equity Interests in Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Borrower Collateral Pool (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Equity Interests in Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single 742026061 21680120750959138 21680120 Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such 20% figure shall be increased to 30% and, accordingly, only to portion of the extent that aggregate Value of the Value for Portfolio Investments in such single Industry Classification Group that exceeds 30% of the Shareholders’ Equity aggregate Value of all Portfolio Investments in the Collateral Pool shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and;
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Ireland, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 510% without the consent of the Administrative Agent;
(i) at any time the Borrower Asset Coverage Ratio is greater than or equal to 2.00 to 1.00, but less than 2.25 to 1.00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 62.5%;
(j) at any time the Borrower Asset Coverage Ratio is greater than or equal to 2.25 to 1.00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 67.5%; and
(k) the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s Portfolio Investments in Lien Restricted Investments shall be 0% to the extent necessary so that no more than 2% of the Borrowing Base is attributable to such investments. To the extent any Portfolio Investment is required to be removed from the Borrowing Base to comply with any of the portfolio limitations set forth in this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments, or portions of such Portfolio Investments, to be so removed to effect such compliance. 742026061 21680120750959138 21680120 As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Morgan Stanley Direct Lending Fund)
Calculation of Borrowing Base. For purposes of this Agreement, the “"Borrowing Base” " shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a9.4)); , provided that:
(a) the The Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “"Consolidated Group”"), in accordance with GAAP, that exceeds 10% of Shareholders’ ' Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the The Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities, exceeding 20% of Shareholders’ ' Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the The Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ ' Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no No Portfolio Investment may be included in the Borrowing Base if the obligor or issuer thereof, or any guarantor of the obligations relating thereto, is an Affiliate of the Borrower or any of its Subsidiaries or a director, officer, employee, or family member of the Borrower or any such Subsidiary or Affiliate; and
(e) No Portfolio Investment may be included in the Borrowing Base unless the Collateral Administrative Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and, at all times on and after the 30th day after the Closing Date, such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Administrative Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:
Appears in 1 contract
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 2025%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and;
(g) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside in a jurisdiction other than a Specified Country or a Specified Tax Jurisdiction (solely to the United Statesextent the External Manager determines in good faith that a substantial portion of the assets, Canadarevenues, or operations supporting such Portfolio Investments are directly, or indirectly, made in a Specified Country) shall not exceed 0%;
(i) the portion of the Borrowing Base attributable to Portfolio Investments invested in Australia, the United KingdomNetherlands and any Specified Tax Jurisdiction (solely to the extent the External Manager determines in good faith that a substantial portion of the assets, Australiarevenues, or operations supporting such Portfolio Investments are directly, or indirectly, made in Australia or the Netherlands) shall not exceed 10%; and
(j) the portion of the Borrowing Base attributable to Portfolio Investments invested in Ireland, Germany, FranceSpain, Sweden, Austria, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Iceland, Xxxxxxxxxxxx, Luxembourg, Norway and Sweden any Specified Tax Jurisdiction (solely to the extent the External Manager determines in good faith that a substantial portion of the assets, revenues, or operations supporting such Portfolio Investments are directly, or indirectly, made in one of the other jurisdictions listed in this clause (j)) shall not exceed 5% without the consent of the Administrative Agent7.5%. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Calculation of Borrowing Base. (a) For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Revolving Credit Agent pursuant to Section 2.05(k) or of the last paragraph of Section 2.09(aRevolving Credit Facility)); , provided that:
(ai) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”)entities, in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(bii) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities, in accordance with GAAP, exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(ciii) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, common equity and warrants shall not exceed 25% of the Covered Debt Amount (the “Covered Debt Limit”) and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 25% of the Covered Debt Amount;
(iv) the Advance Rate applicable to that portion of the aggregate Value of Portfolio Investments attributable to Performing Non-Cash Pay High Yield Securities and Performing Non-Cash Pay Mezzanine Investments that exceeds $50,000,000 shall be 0%;
(v) the Advance Rate applicable to that portion of the aggregate Value of Portfolio Investments attributable to Unquoted Common Equity that exceeds 10% of the Covered Debt Amount shall be 0%; and
(vi) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;.
(db) no No Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;.
(ec) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Term Loan Agreement (Solar Capital Ltd.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment (excluding any Cash Collateral held Collateral) by (y) the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a))applicable Advance Rate; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 500% at any time when the Borrowing Base is composed entirely of the Advance Rate otherwise applicable; provided that, with respect to the Eligible Portfolio Investments in a single Consolidated Group designated issued by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%fewer than 15 different issuers;
(b) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 6% of the aggregate Value of the all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of all issuers in a Consolidated Group exceeding 20% doubt, the calculation of Shareholders’ Equity of the Borrower (which, Value for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) subclause shall be 0%;
made without taking into account any Advance Rate), shall be 50% of the otherwise applicable Advance Rate; (cii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 5% of the aggregate Value of the all Eligible Portfolio Investments included in any single Industry Classification Group that exceeds 20% the Borrowing Base (for the avoidance of Shareholders’ Equity doubt, the calculation of the Borrower (which Value for purposes of this calculation subclause shall exclude be made without taking into account any Advance Rate), shall be 50% of the otherwise applicable Advance Rate; or (iii) less than 1.75:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 4% of the aggregate amount Value of investments inall Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, and advances tothe calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), Financing Subsidiariesshall be 50% of the otherwise applicable Advance Rate; provided that, for purposes of this Section 5.13(b), prior to July 1, 2022, the Relevant Asset Coverage Ratio shall be deemed to be greater than 2.00:1.00;
(c) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 12% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), shall be 0%; provided that(ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess that portion of the Value be 0%;
(d) no of the Eligible Portfolio Investment may be Investments issued by a single Portfolio Company exceeding 10% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base unless (for the Collateral Agent maintains a first priorityavoidance of doubt, perfected Lien the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), shall be 0%; or (subject iii) less than 1.75:1.00, the Advance Rate applicable to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the that portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Value of the Eligible Portfolio Investments shall not exceed 20%;
(f) the portion issued by a single Portfolio Company exceeding 8% of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests aggregate Value of Financing Subsidiaries be all Eligible Portfolio Investments included in the Borrowing Base);
Base (g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:for the
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Oaktree Strategic Credit Fund)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a2.10(g)); , provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”)entities, in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities, exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the portion of the Borrowing Base attributable to common equity, warrants and Non-Performing Portfolio Investments shall not exceed 30% of the Covered Debt Amount and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 30% of the Covered Debt Amount;
(d) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; , provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(de) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;; and
(f) to the portion extent that more than one Advance Rate is applicable to any particular Portfolio Investment, the Borrower may apply the highest of such Advance Rates to the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests Value of Financing Subsidiaries be included in such Portfolio Investment for purposes of determining the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (BlackRock Kelso Capital CORP)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); , provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”)entities, in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities, exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the portion of the Borrowing Base attributable to the aggregate of (i) common equity and warrants, (ii) Non-Performing First Lien Bank Loans, (iii) Non-Performing High Yield Securities, (iv) Non-Performing Mezzanine Investments and (v) Non-Performing Second Lien Bank Loans, shall not exceed 25% of the Covered Debt Amount and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 25% of the Covered Debt Amount;
(d) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; , provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;; and
(de) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Amended and Restated Senior Secured Revolving Credit Agreement (Apollo Investment Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); Investment, provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectivelyentities, a “Consolidated Group”), determined in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect is less than or equal to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Special Purpose Subsidiaries) as of the end of the most recent Fiscal Quarter for which financial statements have been provided pursuant to Section 5.1 shall be 0reduced by 50%;
(cb) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in any single Industry Classification Group a consolidated group of corporations or other entities, determined in accordance with GAAP, that exceeds 20% of Shareholders’ Equity of the Borrower (which which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Special Purpose Subsidiaries) as of the end of the most recent Fiscal Quarter for which financial statements have been provided pursuant to Section 5.1 shall be 0%; provided that, with respect ;
(c) the portion of the Borrowing Base attributable to the Portfolio Investments in a single Industry Classification Group from time aggregate amount of unquoted Performing MLP Units (and associated MLP Warrants directly linked to time designated by such units (the Borrower to “MLP Warrants”)), unquoted or private Performing Common Equity, MLP Subordinated Units, Performing Non-Cash Pay Bank Loans, Non-Performing Bank Loans, Non-Performing High Yield Securities, Non-Performing Mezzanine Investments, and Warrants (other than the Administrative Agent such 20MLP Warrants) shall not exceed 35% figure of the total Borrowing Base, and the Borrowing Base shall be increased to 30% and, accordingly, only reduced to the extent that the Value for such single Industry Classification Group portion exceeds 3035% of the Shareholders’ Equity total Borrowing Base; provided, that, in no event shall the Advance Rate applicable portion of the Borrowing Base attributable to the aggregate amount of unquoted or private Performing Common Equity, MLP Subordinated Units, Performing Non-Cash Pay Bank Loans, Non-Performing Bank Loans, Non-Performing High Yield Securities, Non-Performing Mezzanine Investments, and Warrants (other than the MLP Warrants) exceed 20% of the total Borrowing Base and the Borrowing Base shall be reduced to the extent such excess Value portion would otherwise exceed 20% of the total Borrowing Base; provided, further, in no event shall the portion of the Borrowing Base attributable to the aggregate amount of Non-Performing Bank Loans, Non-Performing High Yield Securities, Non-Performing Mezzanine Investments, and Warrants (other than the MLP Warrants) exceed 10% of the total Borrowing Base, and the Borrowing Base shall be 0%reduced to the extent such portion exceeds 10% of the total Borrowing Base;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Administrative Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated thereintherein and is subject to a first priority security interest in favor of the Administrative Agent;
(e) the Advance Rate applicable to that portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing aggregate Value of the Portfolio Investments subject to Lock-up Agreements that have a Lock-up Term equal to or less than ninety (90) days from the date of determination shall not exceed 20be reduced by 10%;
(f) the Advance Rate applicable to that portion of the Borrowing Base attributable aggregate Value of the Portfolio Investments subject to Equity Interests Lock-up Agreements that have a Lock-up Term of more than ninety (90) days but less than or equal to one-hundred eighty (180) days from the date of determination shall not exceed 10% be reduced by 20%;
(it being understood that in g) no event shall Equity Interests of Financing Subsidiaries Portfolio Investment may be included in the Borrowing Base);
(g) Base if the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time agreements evidencing such Portfolio Investments were acquired shall not exceed 5%; andInvestment are subject to Lock-up Agreements that have a Lock-up Term of more than one-hundred eighty (180) days from the date of determination;
(h) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments that are subject to a Right of First Offer that is for an Offer Period of more than forty-five (45) days but less than or equal to ninety (90) days shall be reduced by 10%;
(i) no Portfolio Investment may be included in the Borrowing Base attributable if the agreements evidencing such Portfolio Investment contain a Right of First Offer that is for an Offer Period of more than ninety (90) days;
(j) no reduction shall be made to the Advance Rate applicable to that portion of the Value of any Portfolio Investment subject to a Lock-up Agreement, a Right of First Offer or Tag Along Rights, if the agreements evidencing such Portfolio Investment provide that such Lock-up Agreement, Right of First Offer or Tag Along Rights, as applicable, expires or is of no force or effect upon any action to sell, transfer or otherwise liquidate, or to market or offer for sale, or solicit offers to purchase such Portfolio Investments invested outside in connection with the United States, Canadaoccurrence of an Event of Default; and
(k) the Advance Rate applicable to that portion of the Value of any Portfolio Investment that is subject to a Tag Along Right shall be 0%. For these purposes, the United Kingdom, Australia, Germany, France, Belgium, amount that could be restricted from sale is equal to the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent percentage of the total Securities of the Borrower that would not be sold in such sale of Securities if all other parties to such Tag Along Rights elected to participate in such sale of Securities. The Borrower shall from time to time deliver a Borrowing Base Certificate to the Administrative Agent. As used hereinAgent and each Lender as provided in Sections 3.1(c)(xvii), the following terms have the following meanings:5.1(e), 5.1(f), 7.4(c) and 7.4(e).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Kayne Anderson Energy Development Co)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (excluding any Cash Collateral held by y) the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a))applicable Advance Rate, expressed as a fraction; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in a consolidated group their entirety shall be 0% at any time when the Borrowing Base is composed entirely of corporations or other entities (collectivelyEligible Portfolio Investments issued by less than 15 different issuers; provided that for the first 12 months following the Effective Date, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% the minimum number of Shareholders’ Equity issuers may be 12 as long as the overall utilization of the Borrower Borrowing Base is less than 65% (whichfor these purposes, for purposes utilization of this calculation shall exclude the aggregate amount Borrowing Base on any day means the fraction expressed as a percentage, the numerator of investments inwhich is the sum of the Covered Debt Amount on such day, and advances to, Financing Subsidiaries) shall be 50% the denominator of which is the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments Borrowing Base in a single Consolidated Group designated by the Borrower to the Administrative Agent effect on such 10% figure shall be increased to 12.5%day);
(b) with respect to all Eligible Portfolio Investments issued by a single issuer, the Advance Rate applicable to that portion of the aggregate Value such Eligible Portfolio Investments that exceeds 7.5% of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of ShareholdersObligors’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) Net Worth shall be 0%; provided that, with respect to each of the six (6) largest Portfolio Companies (based on the fair value of the Eligible Portfolio Investments), only that portion of the Eligible Portfolio Investments in a single Industry Classification Group from time to time designated issued by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent Portfolio Company that the Value for such single Industry Classification Group exceeds 3010% of the ShareholdersObligors’ Equity Net Worth shall the have an Advance Rate applicable to such excess Value be of 0%;
(dc) no if at any time the weighted average Risk Factor of all Eligible Portfolio Investment may Investments (based on the fair value of such Eligible Portfolio Investments) exceeds 3105, the Borrowing Base shall be included reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien to be no greater than 3105 (subject to Permitted Liensall other constraints, limitations and restrictions set forth herein);
(d) on such the portion of the Borrowing Base attributable to Eligible Portfolio Investment Investments with a Risk Factor higher than 3490 shall not exceed 25% of the Borrowing Base and such the Borrowing Base shall be reduced by removing Eligible Portfolio Investment has been Delivered Investments therefrom (as such term is used in and but not from the Collateral) to the extent required under Section 7.01(a) such portion would otherwise exceed 25% of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated thereinBorrowing Base;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or First Lien Bank Loans shall not exceed 20%70% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 70% of the Borrowing Base;
(f) the portion Advance Rate attributable to the aggregate value of all Noteless Assigned Loans that exceed 20% of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base)0%;
(g) if at any time the portion of Weighted Average Leverage Ratio is greater than 4.0, the Borrowing Base attributable to Non-Performing shall be reduced by removing Debt Eligible Portfolio Investments shall therefrom (but not exceed 15% from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.0 (subject to all other constraints, limitations and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; andrestrictions set forth herein);
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments invested outside in each of the United StatesIndustry Classification Groups that are part of the Two Largest Industry Classification Group shall, Canadain each case, not exceed 20% of the United Kingdom, Australia, Germany, France, Belgium, Borrowing Base and the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than each of the Industry Classification Groups that are part of the Two Largest Industry Classification Group) shall not exceed 515% without the consent of the Administrative AgentBorrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(j) if at any time the weighted average maturity of all debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds 5.0 years, the Borrowing Base shall be reduced by removing debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than 5.0 years (subject to all other constraints, limitations and restrictions set forth herein);
(k) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are debt investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(o) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Low Risk Assets shall be at least 40% of the Borrowing Base, and the Borrowing Base shall be reduced by removing therefrom (but not from the Collateral) Eligible Portfolio Investments that are not Low Risk Assets so that the portion of the Borrowing Base attributable to Low Risk Assets will be at least 40% of the Borrowing Base; and
(p) no portion of the Borrowing Base shall be attributable to (a) any (i) Equity Interests, (ii) warrants, options or other rights for the purchase or acquisition of Equity Interests or (iii) securities convertible into or exchangeable for shares of Equity Interests, (b) any Affiliate Investment or (c) any Structured Finance Obligation. As For all purposes of this Section 5.13, all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor). In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) : the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 107.5% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 107.5% figure shall be increased to 12.510%;
(b) ; the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2015% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) ; the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) ; no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) ; the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) ; the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) ; the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 1510% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative AgentAgent and ING; at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 200%, but less than 225%, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 62.5%; and at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 225%, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 67.5%. As ARTICLE CCLXXVIIAs used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Owl Rock Capital Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment (excluding any Cash Collateral held Collateral) by (y) the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a))applicable Advance Rate; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 500% at any time when the Borrowing Base is composed entirely of the Advance Rate otherwise applicable; provided that, with respect to the Eligible Portfolio Investments in a single Consolidated Group designated issued by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
fewer than 20 different issuers; (b) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 6% of the aggregate Value of the all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of all issuers in a Consolidated Group exceeding 20% doubt, the calculation of Shareholders’ Equity of the Borrower (which, Value for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) subclause shall be 0%;
made without taking into account any Advance Rate), shall be 50% of the otherwise applicable Advance Rate; (cii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 5% of the aggregate Value of the all Eligible Portfolio Investments included in any single Industry Classification Group that exceeds 20% the Borrowing Base (for the avoidance of Shareholders’ Equity doubt, the calculation of the Borrower (which Value for purposes of this calculation subclause shall exclude be made without taking into account any Advance Rate), shall be 50% of the otherwise applicable Advance Rate; or (iii) less than 1.75:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 4% of the aggregate amount Value of investments inall Eligible Portfolio Investments included in the Borrowing Base (108) (for the avoidance of doubt, and advances tothe calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), Financing Subsidiariesshall be 50% of the otherwise applicable Advance Rate; (c) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 12% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), shall be 0%; provided that(ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess that portion of the Value be 0%;
(d) no of the Eligible Portfolio Investment may be Investments issued by a single Portfolio Company exceeding 10% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base unless (for the Collateral Agent maintains a first priorityavoidance of doubt, perfected Lien the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), shall be 0%; or (subject iii) less than 1.75:1.00, the Advance Rate applicable to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) that portion of the Guarantee and Security Agreement) to Value of the Collateral AgentEligible Portfolio Investments issued by a single Portfolio Company exceeding 8% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, and then only the calculation of Value for so long as such Portfolio Investment continues to purposes of this subclause shall be Delivered as contemplated therein;
made without taking into account any Advance Rate), shall be 0%; (ed) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing Non-Cash Pay PIK Obligations or Performing DIP Loans shall not exceed (i) commencing from the Amendment No. 2 Effective Date and ending on and through December 31, 2020, 15% of the Borrowing Base and (ii) at all other times, 10% of the Borrowing Base; (e) if, as of such date, the Relevant Asset Coverage Ratio is (A) (i) greater than or equal to 2.00:1.00 or (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00 and, with respect to this subclause (ii), the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (e), the “Gross Borrowing Base”) is greater than or equal to 1.50 times the Senior Debt Amount, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Senior Investments shall be at least 35% of the Borrowing Base; (B) less than 2.00:1.00 and greater than or equal to 1.75:1.00, and the Gross Borrowing Base is less than 1.50 times the Senior Debt Amount, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Senior Investments shall be at least 60% of the Borrowing Base; or (C) less than 1.75:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Senior Investments shall be at least (i) 50% of the Borrowing Base if the Gross Borrowing Base is greater than or equal to 1.50 times the Senior Debt Amount, and (ii) 75% of the Borrowing Base if the Gross Borrowing Base is less than 1.50 times the Senior Debt Amount; (f) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing High Yield SecuritiesSecurities and Performing Mezzanine Investments shall not exceed 50% of the Borrowing Base; (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that (109) are Performing Non-Cash Pay High Yield Securities and Performing Mezzanine InvestmentsInvestments shall not exceed 30% of the Borrowing Base; or (iii) less than 1.75:1.00, Equity Interests the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing High Yield Securities and Non-Performing Portfolio Mezzanine Investments shall not exceed 20%;
% of the Borrowing Base; (fg) if, as of such date, the Relevant Asset Coverage Ratio is greater than or equal to 1.75:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the (i) Largest Industry Classification Group shall not exceed 25% of the Borrowing Base, (ii) Second Largest Industry Classification Group shall not exceed 20% of the Borrowing Base and (iii) the Third Largest Industry Classification Group shall not exceed 20% of the Borrowing Base; (h) if, as of such date, the Relevant Asset Coverage Ratio is less than 1.75:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments in each of the Industry Classification Groups that are part of the Largest Industry Classification Group, Second Largest Industry Classification Group and the Third Largest Industry Classification Group shall, in each case, not exceed 20% of the Borrowing Base; (i) the portion of the Borrowing Base attributable to Equity Interests shall Eligible Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group, the Second Largest Industry Classification Group and the Third Largest Industry Classification Group) shall, in each case, not exceed 1015% of the Borrowing Base; (it being understood that in no event shall Equity Interests j) the weighted average maturity (based on the fair value of Financing Subsidiaries be such Eligible Portfolio Investments to the extent included in the Borrowing Base);
) of all Unquoted Investments that are Debt Eligible Portfolio Investments (gexcluding Long-Term U.S. Government Securities) shall not exceed 5 years; (k) the portion of the Borrowing Base attributable to Non-Performing Unquoted Investments that are Debt Eligible Portfolio Investments (excluding Long-Term U.S. Government Securities) with a maturity greater than 7 years shall not exceed 1520% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%Base; and
(hl) the portion of the Borrowing Base attributable to Eligible Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden that are Affiliate Investments shall not exceed 510% without the consent of the Administrative Agent. As used hereinBorrowing Base; (m) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are investments in a Permitted Foreign Jurisdiction shall not exceed 20% of the Borrowing Base; (n) [intentionally omitted]; (o) [intentionally omitted]; (p) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing Mezzanine Investments, Performing Second Lien Credit Facility Loans and Performing Subordinated Covenant-Lite Loans shall not exceed 50% of the following terms have the following meanings:Borrowing Base; (110)
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); Investment, provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds GAAP (other than SSLF) exceeding 10% of Shareholders’ Equity of the Borrower (which, for purposes of this the calculation of Shareholder’s Equity of the Borrower, shall exclude the aggregate amount of investments in, and advances to, Financing SubsidiariesDesignated Subsidiaries and Excluded Entities) as of the end of the most recent quarter, shall be 50% of the otherwise applicable Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;Rate.
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP (other than SSLF) exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this the calculation of Shareholder’s Equity of the Borrower, shall exclude the aggregate amount of investments in, and advances to, Financing SubsidiariesDesignated Subsidiaries and Excluded Entities) shall be 0%;.
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments (other than SSLF) in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which which, for purposes of this calculation calculation, shall exclude the aggregate amount of investments in, and advances to, Financing SubsidiariesDesignated Subsidiaries and Excluded Entities) that exceeds 20% of Shareholders’ Equity shall be 0%; , provided that, with respect to the Portfolio Investments (other than CDO Securities) in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;.
(d) the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investment in SSLF shall be zero to the extent necessary so that no more than 15% of the Borrowing Base is attributable to such investment.
(e) the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments in Non-Core Investments shall be zero to the extent necessary so that no more than 25% of the Borrowing Base is attributable to such investments.
(f) the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments in Non-Core Investments and SSLF shall be zero to the extent necessary so that no more than 35% of the Borrowing Base is attributable to such investments. For the purposes of the issuer concentration limits in clauses (a) and (b) above, (i) all Designated Subsidiaries and non-consolidated subsidiaries (excluding Ares Capital CP, Ares Capital XX XX, Ares Capital CP Holdings, Ares Capital CP Holdings II, SSLF, ARCC Commercial Loan Trust 2006 LLC and ARCC CLO 2006 LLC, in each case, so long as such entities maintain capital structures substantially the same as their existing capital structures on the Restatement Effective Date, and any other Subsidiaries with the consent of the Required Lenders) will be treated as a single issuer and (ii) Ares Capital CP, Ares Capital XX XX, Ares Capital CP Holdings and Ares Capital CP Holdings II (and any successor entity replacing Ares Capital CP, Ares Capital XX XX, Ares Capital CP Holdings and Ares Capital CP Holdings II), so long as their combined capital structure is substantially as described to the Administrative Agent prior to the Restatement Effective Date, will be treated as a combined single issuer. No Portfolio Investment (including, for the avoidance of doubt, any Restricted Acquisition Asset) may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood ; provided that in the case of any Portfolio Investment in which the Collateral Agent has a first-priority perfected security interest pursuant to a valid UCC filing (and for which no event shall Equity Interests other method of Financing Subsidiaries perfection with a higher priority is possible), such Portfolio Investment may be included in the Borrowing Base);
(g) the portion Base so long as all remaining actions to complete “Delivery” are satisfied within 7 days of such inclusion. Voting stock of any Controlled Foreign Corporation in excess of 65% of the issued and outstanding voting stock of such Controlled Foreign Corporation shall not be included as a Portfolio Investment for purposes of calculating the Borrowing Base. The Borrower shall from time to time deliver a Borrowing Base attributable Certificate to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative AgentAgent and each Lender as provided in Sections 4.01(h), 5.01(d), 5.01(e) and 6.05(d). As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Ares Capital Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Agent pursuant to Section 2.05(k2.04(k)) or by (y) the last paragraph of Section 2.09(a))applicable Advance Rate; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 500% at any time when the Borrowing Base is composed entirely of the Advance Rate otherwise applicable; provided that, with respect to the Eligible Portfolio Investments in a single Consolidated Group designated issued by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%fewer than 20 different issuers;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Eligible Portfolio Investments issued by all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding (i) 5% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of fair value for purposes of this subclause shall be made without taking into account any Advance Rate) (the “Total Eligible Portfolio”), shall be 50% of the otherwise applicable Advance Rate and (ii) the Advance Rate applicable to that portion of the aggregate fair value of Eligible Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 207.5% of Shareholders’ Equity the Total Eligible Portfolio of the Borrower (whichTotal Eligible Portfolio shall be 0%; provided that at any time the Consolidated Asset Coverage Ratio is less than 175%, for purposes the Advance Rate applicable to that portion of this calculation shall exclude the aggregate amount fair value of investments in, and advances to, Financing Subsidiaries) Eligible Portfolio Investments of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the Total Eligible Portfolio shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of Total Eligible Portfolio issued by Portfolio Companies in the Portfolio Investments in any single same Industry Classification Group that exceeds (x) 20% of Shareholders’ Equity the Total Eligible Portfolio for each of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments inTwo Largest Industry Classification Groups, and advances to, Financing Subsidiaries(y) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 3015% of the Shareholders’ Equity Total Eligible Portfolio for any other industry sector, shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject Advance Rate applicable to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) that portion of the Guarantee and Security Agreement) to aggregate Value of Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or Performing First Lien Bank Loans that exceeds 30% of the Collateral Agent, and then only for so long as such Total Eligible Portfolio Investment continues to shall be Delivered as contemplated therein0%;
(e) the Advance Rate applicable to that portion of the Borrowing Base attributable to aggregate Value of Portfolio Investments that are Performing Non-Cash Pay Mezzanine Investments, Performing High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests PIK Obligations and Non-Performing DIP Loans that exceeds 20% of the Total Eligible Portfolio Investments shall not exceed 20be 0%;
(f) the Advance Rate applicable to that portion of the Borrowing Base attributable to Equity Interests aggregate Value of Portfolio Investments that are Performing PIK Obligations that exceeds 5% of the Total Eligible Portfolio shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base)0%;
(g) the Advance Rate applicable to that portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion aggregate Value of the Borrowing Base attributable to Portfolio Investments that were Non-are Performing DIP Loans that exceeds 10% of the Total Eligible Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5be 0%; and
(h) the Advance Rate applicable to that portion of the Borrowing Base attributable to aggregate Value of Portfolio Investments invested outside that are Performing Covenant-Lite Loans (excluding, for clarity, Broadly Syndicated Loans) that exceeds 10% of the United StatesTotal Eligible Portfolio shall be 0%; and.
(i) the Advance Rate applicable to that portion of the aggregate Value of Portfolio Investments that are investments in Permitted Foreign Jurisdiction Portfolio Investments that exceeds 20% of the Total Eligible Portfolio Investments shall be 0%. For all purposes of this Section 5.13, Canada(A) all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor) and (B) to the extent the Total Eligible Portfolio is required to be reduced to comply with this Section 5.13, the United KingdomBorrower shall be permitted to choose the Eligible Portfolio Investments to be so removed to effect such reduction. For the avoidance of doubt, Australiano Portfolio Investment shall be an Eligible Portfolio Investment unless, Germanyamong the other requirements set forth in this Agreement, France(i) such Investment is subject only to Eligible Liens, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway (ii) such Investment is Transferable and Sweden shall not exceed 5% without the consent (iii) such Investment meets all of the Administrative Agentother criteria set forth on Schedule 1.01(c) hereto. As In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Barings BDC, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 106% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2012% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity aggregate Value of all Portfolio Investments in the Collateral Pool as of the end of the most recent quarter shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and;
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative AgentAgent and JPMorgan Chase Bank, N.A.; 108 Revolving Credit Agreement
(i) at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 2.00 to 1.00, but less than 2.25 to 1.00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 62.5%; and
(j) at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 2.25 to 1.00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 67.5%. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Sixth Street Lending Partners)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products of the Advance Rates of and the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 106% of Shareholders’ Equity the Value of all Portfolio Investments in the Borrower Collateral Pool (which, other than Portfolio Investments for purposes of this calculation shall exclude which the aggregate amount of investments in, and advances to, Financing SubsidiariesAdvance Rate is 0%) shall be 50% of the Advance Rate otherwise applicable; provided that, at all times prior to the 18 month anniversary of the Second Amendment Effective Date, with respect to the Value of Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 106% figure shall be increased to 12.510%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2012% of Shareholders’ Equity the Value of all Portfolio Investments in the Borrower Collateral Pool (which, other than Portfolio Investments for purposes of this calculation shall exclude which the aggregate amount of investments in, and advances to, Financing SubsidiariesAdvance Rate is 0%) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2015% of Shareholders’ Equity the Value of all Portfolio Investments in the Borrower Collateral Pool (other than Portfolio Investments for which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing SubsidiariesAdvance Rate is 0%) shall be 0%; provided that, with respect to the Value of Portfolio Investments DOCVARIABLE #DNDocID \* MERGEFORMAT 748401849 108 Second Amended and Restated Revolving Credit Agreement in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 2015% figure shall be increased to 3025% and, accordingly, only to the extent that the Value for of Portfolio Investments in such single Industry Classification Group exceeds 3025% of the Shareholders’ Equity Value of all Portfolio Investments in the Collateral Pool (other than Portfolio Investments for which the Advance Rate is 0%) shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and;
(g) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside in a jurisdiction other than a Specified Country or a Specified Tax Jurisdiction (solely to the United Statesextent the External Manager determines in good faith that a substantial portion of the assets, Canadarevenues, or operations supporting such Portfolio Investments are directly, or indirectly, made in a Specified Country) shall not exceed 0%;
(i) the portion of the Borrowing Base attributable to Portfolio Investments invested in Australia, the United KingdomNetherlands and any Specified Tax Jurisdiction (solely to the extent the External Manager determines in good faith that a substantial portion of the assets, Australiarevenues, or operations supporting such Portfolio Investments are directly, or indirectly, made in Australia or the Netherlands) shall not exceed 10%;
(j) the portion of the Borrowing Base attributable to Portfolio Investments invested in Ireland, Germany, FranceSpain, Sweden, Austria, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Iceland, Xxxxxxxxxxxx, Luxembourg, Norway and Sweden any Specified Tax Jurisdiction (solely to the extent the External Manager determines in good faith that a substantial portion of the assets, revenues, or operations supporting such Portfolio Investments are directly, or indirectly, made in one of the other jurisdictions listed in this clause (j)) shall not exceed 5% without 7.5%;
(k) at any time the consent Borrower Asset Coverage Ratio is greater than or equal to 2.00 to 1:00, but less than 2.25 to 1.00, the portion of the Administrative AgentBorrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 62.5%; and DOCVARIABLE #DNDocID \* MERGEFORMAT 748401849 109 Second Amended and Restated Revolving Credit Agreement
(l) at any time the Borrower Asset Coverage Ratio is greater than or equal to 2.25 to 1:00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 67.5%. To the extent any Portfolio Investment is required to be removed from the Borrowing Base to comply with any of the portfolio limitations set forth in this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments, or portions of such Portfolio Investments, to be so removed to effect such compliance. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (excluding any Cash Collateral held by y) the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a))applicable Advance Rate; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 500% at any time when the Borrowing Base is composed entirely of the Advance Rate otherwise applicable; provided that, with respect to the Eligible Portfolio Investments in a single Consolidated Group designated issued by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%fewer than 20 different issuers;
(b) with respect to all Eligible Portfolio Investments issued by a single issuer, the Advance Rate applicable to that portion of the aggregate Value such Eligible Portfolio Investments that exceeds 5.0% of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of ShareholdersObligors’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) Net Worth shall be 0%; provided that, with respect to each of the three (3) largest Portfolio Companies that constitute Eligible Portfolio Investments in a single Industry Classification Group from time to time designated by (based on the Borrower to fair value of the Administrative Agent such 20% figure shall be increased to 30% and, accordinglyEligible Portfolio Investments), only to the extent that the Value for portion of such single Industry Classification Group Eligible Portfolio Investments issued by such Portfolio Companies that exceeds 307.5% of the ShareholdersObligors’ Equity Net Worth shall the have an Advance Rate applicable to such excess Value be of 0%;
(c) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any Industry Classification Group shall not exceed (i) in the case of an Industry Classification Group that is one of the Two Largest Industry Classification Groups, 20% of the Borrowing Base and (ii) in the case of any other Industry Classification Group, 15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base or 15% of the Borrowing Base, as applicable;
(d) no if at any time the weighted average maturity of all Debt Eligible Portfolio Investment may Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds 5.0 years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien to be no greater than 5.0 years (subject to Permitted Liens) on such Portfolio Investment all other constraints, limitations and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated thereinrestrictions set forth herein);
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Debt Eligible Portfolio Investments with a maturity greater than seven (7) years shall not exceed 20%15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(f) if at any time the portion of Weighted Average Leverage Ratio is greater than 4.75, the Borrowing Base attributable shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to Equity Interests the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.75 (subject to all other constraints, limitations and restrictions set forth herein); provided that any LTV Transactions shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base)excluded from such calculation;
(g) the portion of the Borrowing Base attributable to Non-Performing Eligible Portfolio Investments issued by one or more Portfolio Companies with a trailing twelve-month total debt to EBITDA ratio of greater than 6.00 to 1.00 shall not exceed 15% and the portion of the Borrowing Base, and the Borrowing Base attributable to shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; provided that were Non-Performing Portfolio Investments at the time any LTV Transactions shall be excluded from such Portfolio Investments were acquired shall not exceed 5%; andcalculation;
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments invested outside that are Non-Core Investments shall not exceed 15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash in Dollars, Cash Equivalents, Long-Term U.S. Government Securities or Performing First Lien Bank Loans shall not exceed 60% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 60% of the Borrowing Base;
(j) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash in Dollars, Cash Equivalents, Long-Term U.S. Government Securities, Performing First Lien Bank Loans, Performing Last Out Loans, or Performing Second Lien Bank Loans shall not exceed 25% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(k) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedging Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO RateBenchmark in effect as of the date of determination for deposits in the applicable Currency for a period of one (1) month plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) the one-month LIBO RateBenchmark in effect as of the date of determination for deposits in the applicable Currency for a period of one (1) month plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(l) if at any time the Weighted Average Floating Spread (after giving effect to any Hedging Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(m) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are LTV Transactions shall not exceed 20% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(n) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Foreign Eligible Portfolio Investments shall not exceed 15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base.
(o) the Advance Rate applicable to that portion of the Borrowing Base that is either (I) Agreed Foreign Currency Cash or (II) Cash Equivalents, in either case that is (i) issued by a jurisdiction other than the United StatesStates or a Permitted Foreign Jurisdiction, Canada(ii) not otherwise hedged to the satisfaction of the Administrative Agent in its sole discretion and (iii) in excess of the then current amount of Loans outstanding in the respective Currency of such Agreed Foreign Currency Cash or Cash Equivalents, shall be 90% of the United Kingdom, Australia, Germany, France, Belgium, otherwise applicable Advance Rate;
(p) the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden portion of the Borrowing Base attributable to Eligible Portfolio Investments issued by Third Party Finance Companies shall not exceed 5% without the consent of the Administrative AgentBorrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 5% of the Borrowing Base;
(q) the portion of the Eligible Portfolio Investments that are No External Review Assets shall not exceed 5% of all Eligible Portfolio Investments, and the Eligible Portfolio Investments contributing to the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 5% of all Eligible Portfolio Investments; and
(r) the portion of the Eligible Portfolio Investments that are Limited Reference Quoted Investments shall not exceed 10% of all Eligible Portfolio Investments, and the Eligible Portfolio Investments contributing to the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of all Eligible Portfolio Investments For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens and (ii) such Investment is Transferable. As In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Omnibus Amendment to Loan Documents (BlackRock TCP Capital Corp.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 107.5% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 107.5% figure shall be increased to 12.510%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2015% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 1510% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and;
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent;
(i) at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 200%, but less than 225%, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 62.5%; and
(j) at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 225%, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 67.5%. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Owl Rock Core Income Corp.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (excluding any Cash Collateral held by y) the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a))applicable Advance Rate; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Eligible Portfolio Investments included in the Borrowing Base issued by a consolidated group single Portfolio Company exceeding the greater of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10x) 5% of Shareholders’ Equity the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base or (y) $20,000,000, shall be 0%; provided that this clause (a) shall not apply to the top three (3) Portfolio Companies (by the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base, without taking into account any Advance Rate) until the aggregate Value of the Borrower Eligible Portfolio Investments included in the Borrowing Base issued by each such Portfolio Company exceeds $25,000,000 (whichfor the avoidance of doubt, the calculation of Value for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) sub-clause shall be 50% of the made without taking into account any Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%Rate);
(b) the Advance Rate applicable portion of the Borrowing Base attributable to that portion Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 20% of the aggregate Value of the all Eligible Portfolio Investments of all issuers included in a Consolidated Group exceeding the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of Shareholders’ Equity the aggregate Value of all Eligible Portfolio Investments included in the Borrower Borrowing Base (whichfor the avoidance of doubt, the calculation of Value for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) sub-clause shall be 0%made without taking into account any Advance Rate);
(c) the Advance Rate applicable portion of the Borrowing Base attributable to that portion Eligible Portfolio Investments in the next two largest Industry Classification Groups (after the Largest Industry Classification Group) shall not exceed 17.5% of the aggregate Value of the all Eligible Portfolio Investments included in any single Industry Classification Group that exceeds 20the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 17.5% of Shareholders’ Equity the aggregate Value of all Eligible Portfolio Investments included in the Borrower Borrowing Base (which for the avoidance of doubt, the calculation of Value for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) sub-clause shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the made without taking into account any Advance Rate applicable to such excess Value be 0%Rate);
(d) no the portion of the Borrowing Base attributable to Eligible Portfolio Investment may be Investments in any one Industry Classification Group (not including the Largest Industry Classification Group or the next two largest Industry Classification Groups) shall not exceed 15% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base unless and the Collateral Agent maintains a first priority, perfected Lien Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (subject to Permitted Liensbut not from the Collateral) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) such portion would otherwise exceed 15% of the Guarantee and Security Agreement) to aggregate Value of all Eligible Portfolio Investments included in the Collateral AgentBorrowing Base (for the avoidance of doubt, and then only the calculation of Value for so long as such Portfolio Investment continues to purposes of this sub-clause shall be Delivered as contemplated thereinmade without taking into account any Advance Rate);
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Eligible Portfolio Investments issued by a Portfolio Company with trailing twelve month EBITDA of less than $10,000,000 shall not exceed 20%15% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause shall be made without taking into account any Advance Rate);
(f) the portion of the Borrowing Base attributable to Equity Interests fixed rate Eligible Portfolio Investments shall not exceed 1025.0% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be the aggregate Value of all Eligible Portfolio Investments included in the Borrowing BaseBase and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25.0% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause shall be made without taking into account any Advance Rate);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments Second Lien Bank Loans shall not exceed 1520.0% and of the portion aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base attributable to and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments that were Non-Performing therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20.0% of the aggregate Value of all Eligible Portfolio Investments at included in the time such Portfolio Investments were acquired Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause shall not exceed 5%; andbe made without taking into account any Advance Rate);
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden DIP Loans shall not exceed 57.5% without the consent of the Administrative Agent. As used hereinaggregate Value of all Eligible Portfolio Investments included in the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 7.5% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the following terms calculation of Value for purposes of this sub-clause shall be made without taking into account any Advance Rate);
(i) the portion of the Borrowing Base attributable to PIK Obligations shall not exceed 5.0% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 5.0% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause shall be made without taking into account any Advance Rate);
(j) the portion of the Borrowing Base attributable to Last Out Loans shall not exceed 40.0% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 40.0% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause shall be made without taking into account any Advance Rate);
(k) the portion of the Borrowing Base attributable to Second Lien Bank Loans and Last Out Loans shall not exceed 40.0% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 40.0% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause shall be made without taking into account any Advance Rate);
(l) the portion of the Borrowing Base attributable to CCC Investments shall not exceed 20% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause shall be made without taking into account any Advance Rate);
(m) the portion of the Borrowing Base attributable to Investments that do not satisfy clause (vii)(a) of the definition of “Inclusion Criteria” or are not approved by the Administrative Agent shall not exceed 15% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause shall be made without taking into account any Advance Rate); and
(n) the portion of the Borrowing Base attributable to Eligible Portfolio Investments for which the related Portfolio Company does not have its principal place of business in the following meanings:United States shall not exceed 10% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause shall be made without taking into account any Advance Rate). For the avoidance of doubt, no credit will be given in the Borrowing Base for any (i) capital stock, (ii) warrants, options or other rights for the purchase or acquisition of capital stock, or (iii) securities convertible into or exchangeable for shares of capital stock. For all purposes of this Section 5.13, (i) to the extent any condition, concentration limit or calculation in this Section 5.13 incorporates financial information associated with a Portfolio Company, such information shall satisfy the definition of Portfolio Company Data, and (ii) all Portfolio Companies of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single Portfolio Company (unless such Portfolio Companies are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Credit Suisse Park View BDC, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Agent pursuant to Section 2.05(k2.04(k)) or by (y) the last paragraph of Section 2.09(a))applicable Advance Rate; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 500% at any time when the Borrowing Base is composed entirely of the Advance Rate otherwise applicable; provided that, with respect to the Eligible Portfolio Investments in a single Consolidated Group designated issued by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%fewer than 20 different issuers;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Eligible Portfolio Investments issued by all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding (i) 5% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of fair value for purposes of this subclause shall be made without taking into account any Advance Rate) (the “Total Eligible Portfolio”), shall be 50% of the otherwise applicable Advance Rate and (ii) the Advance Rate applicable to that portion of the aggregate fair value of Eligible Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 207.5% of Shareholders’ Equity the Total Eligible Portfolio of the Borrower (whichTotal Eligible Portfolio shall be 0%; provided that at any time the Consolidated Asset Coverage Ratio is less than 175%, for purposes the Advance Rate applicable to that portion of this calculation shall exclude the aggregate amount fair value of investments in, and advances to, Financing Subsidiaries) Eligible Portfolio Investments of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the Total Eligible Portfolio shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of Total Eligible Portfolio issued by Portfolio Companies in the Portfolio Investments in any single same Industry Classification Group that exceeds (x) 20% of Shareholders’ Equity the Total Eligible Portfolio for each of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments inTwo Largest Industry Classification Groups, and advances to, Financing Subsidiaries(y) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 3015% of the Shareholders’ Equity Total Eligible Portfolio for any other industry sector, shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject Advance Rate applicable to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) that portion of the Guarantee and Security Agreement) to aggregate Value of Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or Performing First Lien Bank Loans that exceeds 30% of the Collateral Agent, and then only for so long as such Total Eligible Portfolio Investment continues to shall be Delivered as contemplated therein0%;
(e) the Advance Rate applicable to that portion of the Borrowing Base attributable to aggregate Value of Portfolio Investments that are Performing Non-Cash Pay Mezzanine Investments, Performing High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests PIK Obligations and Non-Performing DIP Loans that exceeds 20% of the Total Eligible Portfolio Investments shall not exceed 20be 0%;
(f) the Advance Rate applicable to that portion of the Borrowing Base attributable to Equity Interests aggregate Value of Portfolio Investments that are Performing PIK Obligations that exceeds 5% of the Total Eligible Portfolio shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base)0%;
(g) the Advance Rate applicable to that portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion aggregate Value of the Borrowing Base attributable to Portfolio Investments that were Non-are Performing DIP Loans that exceeds 10% of the Total Eligible Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5be 0%; and
(h) the Advance Rate applicable to that portion of the Borrowing Base attributable to aggregate Value of Portfolio Investments invested outside that are Performing Covenant-Lite Loans (excluding, for clarity, Broadly Syndicated Loans) that exceeds 10% of the United StatesTotal Eligible Portfolio shall be 0%. For all purposes of this Section 5.13, Canada(A) all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor) and (B) to the extent the Total Eligible Portfolio is required to be reduced to comply with this Section 5.13, the United KingdomBorrower shall be permitted to choose the Eligible Portfolio Investments to be so removed to effect such reduction. For the avoidance of doubt, Australiano Portfolio Investment shall be an Eligible Portfolio Investment unless, Germanyamong the other requirements set forth in this Agreement, France(i) such Investment is subject only to Eligible Liens, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway (ii) such Investment is Transferable and Sweden shall not exceed 5% without the consent (iii) such Investment meets all of the Administrative Agentother criteria set forth on Schedule 1.01(c) hereto. As In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Barings BDC, Inc.)
Calculation of Borrowing Base. (a) For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); , provided that:
(ai) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”)entities, in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(bii) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities, in accordance with GAAP, exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(ciii) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, common equity and warrants shall not exceed 25% of the Covered Debt Amount (the “Covered Debt Limit”) and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 25% of the Covered Debt Amount;
(iv) the Advance Rate applicable to that portion of the aggregate Value of Portfolio Investments attributable to Performing Non-Cash Pay High Yield Securities and Performing Non-Cash Pay Mezzanine Investments that exceeds $50,000,000 shall be 0%;
(v) the Advance Rate applicable to that portion of the aggregate Value of Portfolio Investments attributable to Unquoted Common Equity that exceeds 10% of the Covered Debt Amount shall be 0%; and
(vi) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;.
(db) no No Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;.
(ec) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Solar Capital Ltd.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 107.5% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 107.5% figure shall be increased to 12.510%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2015% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio 73 Revolving Credit Agreement Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 1510% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and;
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative AgentAgent and ING;
(i) at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 200%, but less than 225%, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 62.5%; and
(j) at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 225%, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 67.5%. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Owl Rock Capital Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 107.5% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 107.5% figure shall be increased to 12.510%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2015% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);; 102 Revolving Credit Agreement
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 1510% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and;
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent;
(i) at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 200%, but less than 225%, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 62.5%; and
(j) at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 225%, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 67.5%. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Owl Rock Core Income Corp.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment (excluding any Cash Collateral held Collateral) by (y) the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a))applicable Advance Rate; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 500% at any time when the Borrowing Base is composed entirely of the Advance Rate otherwise applicable; provided that, with respect to the Eligible Portfolio Investments in a single Consolidated Group designated issued by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%fewer than 20 different issuers;
(b) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 6% of the aggregate Value of the all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of all issuers in a Consolidated Group exceeding 20% doubt, the calculation of Shareholders’ Equity of the Borrower (which, Value for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) subclause shall be 0%;
made without taking into account any Advance Rate), shall be 50% of the otherwise applicable Advance Rate; (cii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 5% of the aggregate Value of the all Eligible Portfolio Investments included in any single Industry Classification Group that exceeds 20% the Borrowing Base (for the avoidance of Shareholders’ Equity doubt, the calculation of the Borrower (which Value for purposes of this calculation subclause shall exclude be made without taking into account any Advance Rate), shall be 50% of the otherwise applicable Advance Rate; or (iii) less than 1.75:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 4% of the aggregate amount Value of investments inall Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, and advances tothe calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), Financing Subsidiariesshall be 50% of the otherwise applicable Advance Rate;
(c) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 12% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), shall be 0%; provided that(ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 10% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), shall be 0%; or (iii) less than 1.75:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 8% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), shall be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing Non-Cash Pay PIK Obligations or Performing DIP Loans shall not exceed (i) commencing from the Amendment No. 2 Effective Date and ending on and through December 31, 2020, 15% of the Borrowing Base and (ii) at all other times, 10% of the Borrowing Base;
(e) if, as of such date, the Relevant Asset Coverage Ratio is (A) (i) greater than or equal to 2.00:1.00 or (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00 and, with respect to this subclause (ii), the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (e), the “Gross Borrowing Base”) is greater than or equal to 1.50 times the Senior Debt Amount, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Senior Investments shall be at least 35% of the Borrowing Base; (B) less than 2.00:1.00 and greater than or equal to 1.75:1.00, and the Gross Borrowing Base is less than 1.50 times the Senior Debt Amount, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Senior Investments shall be at least 60% of the Borrowing Base; or (C) less than 1.75:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Senior Investments shall be at least (i) 50% of the Borrowing Base if the Gross Borrowing Base is greater than or equal to 1.50 times the Senior Debt Amount, and (ii) 75% of the Borrowing Base if the Gross Borrowing Base is less than 1.50 times the Senior Debt Amount;
(f) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing High Yield SecuritiesSecurities and Performing Mezzanine Investments shall not exceed 50% of the Borrowing Base; (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing Non-Cash Pay High Yield Securities and Performing Mezzanine InvestmentsInvestments shall not exceed 30% of the Borrowing Base; or (iii) less than 1.75:1.00, Equity Interests the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing High Yield Securities and Non-Performing Portfolio Mezzanine Investments shall not exceed 20%% of the Borrowing Base;
(fg) if, as of such date, the Relevant Asset Coverage Ratio is greater than or equal to 1.75:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the (i) Largest Industry Classification Group shall not exceed 25% of the Borrowing Base, (ii) Second Largest Industry Classification Group shall not exceed 20% of the Borrowing Base and (iii) the Third Largest Industry Classification Group shall not exceed 20% of the Borrowing Base;
(h) if, as of such date, the Relevant Asset Coverage Ratio is less than 1.75:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments in each of the Industry Classification Groups that are part of the Largest Industry Classification Group, Second Largest Industry Classification Group and the Third Largest Industry Classification Group shall, in each case, not exceed 20% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Equity Interests shall Eligible Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group, the Second Largest Industry Classification Group and the Third Largest Industry Classification Group) shall, in each case, not exceed 1015% of the Borrowing Base;
(it being understood that in no event shall Equity Interests j) the weighted average maturity (based on the fair value of Financing Subsidiaries be such Eligible Portfolio Investments to the extent included in the Borrowing Base)) of all Unquoted Investments that are Debt Eligible Portfolio Investments (excluding Long-Term U.S. Government Securities) shall not exceed 5 years;
(gk) the portion of the Borrowing Base attributable to Non-Performing Unquoted Investments that are Debt Eligible Portfolio Investments (excluding Long-Term U.S. Government Securities) with a maturity greater than 7 years shall not exceed 1520% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; andBase;
(hl) the portion of the Borrowing Base attributable to Eligible Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden that are Affiliate Investments shall not exceed 510% without the consent of the Administrative AgentBorrowing Base;
(m) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are investments in a Permitted Foreign Jurisdiction shall not exceed 20% of the Borrowing Base;
(n) [intentionally omitted];
(o) [intentionally omitted];
(p) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing Mezzanine Investments, Performing Second Lien Credit Facility Loans and Performing Subordinated Covenant-Lite Loans shall not exceed 50% of the Borrowing Base; provided, that the constraints contained in this paragraph (p) shall not apply at such time the Borrower obtains and for so long as the Borrower maintains a credit rating of at least BBB- from S&P (or equivalent rating from Xxxxx’x or Fitch); and
(q) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing Mezzanine Investments shall not exceed 35% of the Borrowing Base; provided, that the constraints contained in this paragraph (q) shall not apply at such time the Borrower obtains and for so long as the Borrower maintains a credit rating of at least BBB- from S&P (or equivalent rating from Xxxxx’x or Fitch). As For all purposes of this Section 5.13, to the extent the Borrowing Base is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Eligible Portfolio Investments to be so removed to effect such reduction. For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens, (ii) such Investment is Transferable and (iii) such Investment meets all of the other criteria set forth on Schedule 1.01(c) hereto. In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;; 80 Revolving Credit Agreement
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. Agent and JPMorgan Chase Bank, N.
A. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (i) the Value of each Eligible Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Agent pursuant to Section 2.05(k2.04(k)) or by (ii) the last paragraph of Section 2.09(a))applicable Advance Rate, expressed as a fraction; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Eligible Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure issuer that exceeds $20,000,000 shall be increased to 12.50%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in their entirety shall be 0% at any time when the aggregate Value of all issuers Low-Risk Assets included in a Consolidated Group exceeding 20% the Borrowing Base is less than the greater of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude i) $50,000,000 and (ii) the aggregate amount of investments in, the total Revolving Credit Exposures and advances to, Financing Subsidiaries) shall be 0%unused Commitments in effect at such time;
(c) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 0%; provided that, with respect to % at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments in a single Industry Classification Group from time to time designated issued by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%less than 15 different issuers;
(d) no Portfolio Investment may be included in the portion of the Borrowing Base unless attributable to common equity and warrants shall not exceed 5% of the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment Borrowing Base and such Portfolio Investment has been Delivered (as such term is used in and the Borrowing Base shall be reduced to the extent required under Section 7.01(a) such portion would otherwise exceed 5% of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated thereinBorrowing Base;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Eligible Portfolio Investments that are not Cash, Cash Equivalents, First Lien Credit Facility Loans or Second Lien Credit Facility Loans shall not exceed 20%10% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 10% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Equity Interests Eligible Portfolio Investments rated 3 by the Borrower using the Proprietary Rating System shall not exceed 10% (it being understood that in no event of the Borrowing Base and the Borrowing Base shall Equity Interests be reduced to the extent such portion would otherwise exceed 10% of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 1525% and the portion of the Borrowing Base attributable and the Borrowing Base shall be reduced to Portfolio Investments that were Non-Performing Portfolio Investments at the time extent such Portfolio Investments were acquired shall not portion would otherwise exceed 5%; and25% of the Borrowing Base;
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments invested outside in any single Industry Classification Group (other than the United States, Canada, Largest Industry Classification Group) shall not exceed 15% of the United Kingdom, Australia, Germany, France, Belgium, Borrowing Base and the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden Borrowing Base shall be reduced to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to PIK Obligations shall not exceed 5% without the consent of the Administrative AgentBorrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 5% of the Borrowing Base;
(j) the portion of the Borrowing Base attributable to debt Eligible Portfolio Investments having a final maturity greater than 7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(k) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Low-Risk Assets shall not exceed the portion of the Borrowing Base attributable to Low-Risk Assets and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments that are not Low-Risk Assets therefrom (but not from the Collateral) as the Borrower may elect to the extent necessary to cause the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Low-Risk Assets to not exceed the portion of the Borrowing Base attributable to Low-Risk Assets;
(l) if at any time the weighted average maturity of all debt Eligible Portfolio Investments exceeds 5 years, the Borrowing Base shall be reduced by removing debt Eligible Portfolio Investments therefrom (but not from the Collateral) in the order of maturity (with the debt Eligible Portfolio Investment having the longest maturity to be removed first) to the extent necessary to cause the weighted average maturity of all debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than 5 years (subject to all other constraints, limitations and restrictions set forth herein);
(m) if at any time the Weighted Average Fixed Coupon is less than 8%, the Borrowing Base shall be reduced by removing debt Eligible Portfolio Investments therefrom (but not from the Collateral) in the order of cash interest coupon amount (with the debt Eligible Portfolio Investment having the lowest cash interest coupon to be removed first) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least 8% (subject to all other constraints, limitations and restrictions set forth herein); and
(n) if at any time the Weighted Average Floating Spread is less than 4.5%, the Borrowing Base shall be reduced by removing debt Eligible Portfolio Investments therefrom (but not from the Collateral) in the order of Spread amount (with the debt Eligible Portfolio Investment having the lowest Spread to be removed first) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein). As For all purposes of this Section 5.13, all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor). In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Fifth Street Finance Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 106% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2012% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity aggregate Value of all Portfolio Investments in the Collateral Pool as of the end of the most recent quarter shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. Agent and JPMorgan Chase Bank, N.A. 722276124 11299570 59 Revolving Credit Agreement As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 2025%;; and
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 107.5% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 107.5% figure shall be increased to 12.510%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2015% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 2015%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 1510% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. To the extent any Portfolio Investment is required to be removed from the Borrowing Base to comply with any of the portfolio limitations set forth in this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments, or portions of such Portfolio Investments, to be so removed to effect such compliance. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 106% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2012% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity aggregate Value of all Portfolio Investments in the Collateral Pool as of the end of the most recent quarter shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. Agent and JPMorgan Chase Bank, N.
A. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); , provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”)entities, in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities, exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the portion of the Borrowing Base attributable to common equity and warrants shall not exceed 25% of the Covered Debt Amount and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 25% of the Covered Debt Amount;
(d) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; , provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;; and
(de) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Apollo Investment Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, (a) with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 25% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 25% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0% and (b) with respect to the Portfolio Investments in a single Industry Classification Group (other than the single Industry Classification Group designated by the Borrower under clause (a) above) from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 2015%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 1510% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Stellus Capital Investment Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Portfolio Investment by (excluding any Cash Collateral held by y) the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); applicable Advance Rate, provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10GAAP exceeding 6% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (whichend of the most recent quarter, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the otherwise applicable Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%Rate;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 2012% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount Value of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the all Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% Collateral Pool as of the Shareholders’ Equity end of the most recent quarter shall the Advance Rate applicable to such excess Value be 0%;
(d) the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments in Non-Core Investments shall be 0% to the extent necessary so that no more than 20% of the Borrowing Base is attributable to such investments;
(e) the Advance Rate applicable to the Borrower’s investments in any Excluded Asset shall be 0%;
(f) the aggregate Value of the Borrower’s investments in Cash, Cash Equivalents, Short-Term U.S. Government Securities, Performing First Lien Bank Loans, Performing Last Out Loans and Performing Second Lien Bank Loans may not be less than 50% of the aggregate Value of all Portfolio Investments in the Collateral Pool;
(g) the aggregate Value of the Borrower’s investments in Cash, Cash Equivalents, Short-Term U.S. Government Securities and Performing First Lien Bank Loans may not be less than 20% of the aggregate Value of all Portfolio Investments in the Collateral Pool; and
(h) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood ; provided that in the case of any Portfolio Investment in which the Collateral Agent has a first-priority perfected security interest pursuant to a valid Uniform Commercial Code filing (and for which no event shall Equity Interests other method of Financing Subsidiaries perfection with a higher priority is possible), such Portfolio Investment may be included in the Borrowing Base);
(g) the portion Base so long as all remaining actions to complete “Delivery” are satisfied within 7 days of such inclusion; provided that voting stock of any Controlled Foreign Corporation in excess of 65% of the Borrowing Base attributable to Non-Performing Portfolio Investments issued and outstanding voting stock of such Controlled Foreign Corporation shall not exceed 15% and the portion be included as a Portfolio Investment for purposes of calculating the Borrowing Base attributable Base. For the avoidance of doubt, to Portfolio Investments that were Nonavoid double-Performing Portfolio Investments at the time counting of excess concentrations, any Advance Rate reductions set forth under this Section 5.13 shall be without duplication of any other such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative AgentAdvance Rate reductions. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Corporate Capital Trust, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) : the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 106% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2012% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%;
(c) ; the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity aggregate Value of all Portfolio Investments in the Collateral Pool as of the end of the most recent quarter shall the Advance Rate applicable to such excess Value be 0%;
(d) ; no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) ; the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) ; the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) ; the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used hereinAgent and JPMorgan Chase Bank, N.A.; at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 2.00 to 1:00, but less than 2.25 to 1.00, the following terms have portion of the following meanings:Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 62.5%; and at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 2.25 to 1:00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 67.5%.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products of the Advance Rates of and the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 106% of Shareholders’ Equity the Value of all Portfolio Investments in the Borrower Collateral Pool (which, other than Portfolio Investments for purposes of this calculation shall exclude which the aggregate amount of investments in, and advances to, Financing SubsidiariesAdvance Rate is 0%) shall be 50% of the Advance Rate otherwise applicable; provided that, at all times prior to the 18 month anniversary of the Second Amendment Effective Date, with respect to the Value of Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 106% figure shall be increased to 12.510%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2012% of Shareholders’ Equity the Value of all Portfolio Investments in the Borrower Collateral Pool (which, other than Portfolio Investments for purposes of this calculation shall exclude which the aggregate amount of investments in, and advances to, Financing SubsidiariesAdvance Rate is 0%) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2015% of Shareholders’ Equity the Value of all Portfolio Investments in the Borrower Collateral Pool (other than Portfolio Investments for which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing SubsidiariesAdvance Rate is 0%) shall be 0%; provided that, with respect to the Value of Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 2015% figure shall be increased to 3025% and, accordingly, only to the extent that the Value for of Portfolio Investments in such single Industry Classification Group exceeds 3025% of the Shareholders’ Equity Value of all Portfolio Investments in the Collateral Pool (other than Portfolio Investments for which the Advance Rate is 0%) shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and;
(g) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside in a jurisdiction other than a Specified Country or a Specified Tax Jurisdiction (solely to the United Statesextent the External Manager determines in good faith that a substantial portion of the assets, Canadarevenues, or operations supporting such Portfolio Investments are directly, or indirectly, made in a Specified Country) shall not exceed 0%;
(i) the portion of the Borrowing Base attributable to Portfolio Investments invested in Australia, the United KingdomNetherlands and any Specified Tax Jurisdiction (solely to the extent the External Manager determines in good faith that a substantial portion of the assets, Australiarevenues, or operations supporting such Portfolio Investments are directly, or indirectly, made in Australia or the Netherlands) shall not exceed 10%;
(j) the portion of the Borrowing Base attributable to Portfolio Investments invested in Ireland, Germany, FranceSpain, Sweden, Austria, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Iceland, Lichtenstein, Luxembourg, Norway and Sweden any Specified Tax Jurisdiction (solely to the extent the External Manager determines in good faith that a substantial portion of the assets, revenues, or operations supporting such Portfolio Investments are directly, or indirectly, made in one of the other jurisdictions listed in this clause (j)) shall not exceed 5% without 7.5%;
(k) at any time the consent Borrower Asset Coverage Ratio is greater than or equal to 2.00 to 1:00, but less than 2.25 to 1.00, the portion of the Administrative AgentBorrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 62.5%; and
(l) at any time the Borrower Asset Coverage Ratio is greater than or equal to 2.25 to 1:00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 67.5%. To the extent any Portfolio Investment is required to be removed from the Borrowing Base to comply with any of the portfolio limitations set forth in this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments, or portions of such Portfolio Investments, to be so removed to effect such compliance. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); Investment, provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”)entities, in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Designated Subsidiaries) as of the end of the most recent quarter shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities, exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Designated Subsidiaries) shall be 0%;
(c) the portion of the Borrowing Base attributable to common equity, warrants, Non-Cash Pay Bank Loans, Non-Performing Bank Loans and Other Category CDO Securities shall not exceed 25% of the Covered Debt Amount and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 25% of the Covered Debt Amount;
(d) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Designated Subsidiaries) that exceeds 20% of Shareholders’ Equity shall be 0%; , provided that, with respect to the Portfolio Investments (other than CDO Securities) in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;; and
(de) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the . The Borrower shall from time to time deliver a Borrowing Base attributable Certificate to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative AgentAgent and each Lender as provided in Sections 4.01(h), 5.01(d), 5.01(e) and 6.05(d). As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Ares Capital Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(cb) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(dc) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first first-priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(ed) the no portion of any Portfolio Investment (whether quoted or unquoted) for which the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments applicable Advance Rate specified below is 0% shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%any time; and
(he) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway States and Sweden Canada shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Stellus Capital Investment Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 106% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2012% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity aggregate Value of all Portfolio Investments in the Collateral Pool as of the end of the most recent quarter shall the Advance Rate applicable to such excess Value be 0%;; Revolving Credit Agreement
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. Agent and JPMorgan Chase Bank, N.
A. As used herein, the following terms have the following meanings:
Appears in 1 contract
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 107.5% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 107.5% figure shall be increased to 12.510%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2015% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 1510% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative AgentAgent and BANA. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Owl Rock Capital Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (excluding any Cash Collateral held by y) the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a))applicable Advance Rate; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 500% at any time when the Borrowing Base is composed entirely of the Advance Rate otherwise applicable; provided that, with respect to the Eligible Portfolio Investments in a single Consolidated Group designated issued by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%fewer than 20 different issuers;
(b) with respect to all Eligible Portfolio Investments issued by a single issuer, the Advance Rate applicable to that portion of the aggregate Value such Eligible Portfolio Investments that exceeds 5.0% of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of ShareholdersObligors’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) Net Worth shall be 0%; provided that, with respect to each of the three (3) largest Portfolio Companies that constitute Eligible Portfolio Investments in a single Industry Classification Group from time to time designated by (based on the Borrower to fair value of the Administrative Agent such 20% figure shall be increased to 30% and, accordinglyEligible Portfolio Investments), only to the extent that the Value for portion of such single Industry Classification Group Eligible Portfolio Investments issued by such Portfolio Companies that exceeds 307.5% of the ShareholdersObligors’ Equity Net Worth shall the have an Advance Rate applicable to such excess Value be of 0%;
(c) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any Industry Classification Group shall not exceed (i) in the case of an Industry Classification Group that is one of the Two Largest Industry Classification Groups, 20% of the Borrowing Base and (ii) in the case of any other Industry Classification Group, 15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base or 15% of the Borrowing Base, as applicable;
(d) no if at any time the weighted average maturity of all Debt Eligible Portfolio Investment may Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds 5.0 years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien to be no greater than 5.0 years (subject to Permitted Liens) on such Portfolio Investment all other constraints, limitations and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated thereinrestrictions set forth herein);
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Debt Eligible Portfolio Investments with a maturity greater than seven (7) years shall not exceed 20%15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(f) if at any time the portion of Weighted Average Leverage Ratio is greater than 4.75, the Borrowing Base attributable shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to Equity Interests the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.75 (subject to all other constraints, limitations and restrictions set forth herein); provided that any LTV Transactions shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base)excluded from such calculation;
(g) the portion of the Borrowing Base attributable to Non-Performing Eligible Portfolio Investments issued by one or more Portfolio Companies with a trailing twelve-month total debt to EBITDA ratio of greater than 6.00 to 1.00 shall not exceed 15% and the portion of the Borrowing Base, and the Borrowing Base attributable to shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; provided that were Non-Performing Portfolio Investments at the time any LTV Transactions shall be excluded from such Portfolio Investments were acquired shall not exceed 5%; andcalculation;
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments invested outside that are Non-Core Investments shall not exceed 15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash in Dollars, Cash Equivalents, Long-Term U.S. Government Securities or Performing First Lien Bank Loans shall not exceed 60% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 60% of the Borrowing Base;
(j) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash in Dollars, Cash Equivalents, Long-Term U.S. Government Securities, Performing First Lien Bank Loans, Performing Last Out Loans, or Performing Second Lien Bank Loans shall not exceed 25% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(k) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedging Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) the one-month LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(l) if at any time the Weighted Average Floating Spread (after giving effect to any Hedging Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(m) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are LTV Transactions shall not exceed 20% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(n) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Foreign Eligible Portfolio Investments shall not exceed 15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base.
(o) the Advance Rate applicable to that portion of the Borrowing Base that is either (I) Agreed Foreign Currency Cash or (II) Cash Equivalents, in either case that is (i) issued by a jurisdiction other than the United StatesStates or a Permitted Foreign Jurisdiction, Canada(ii) not otherwise hedged to the satisfaction of the Administrative Agent in its sole discretion and (iii) in excess of the then current amount of Loans outstanding in the respective Currency of such Agreed Foreign Currency Cash or Cash Equivalents, shall be 90% of the United Kingdom, Australia, Germany, France, Belgium, otherwise applicable Advance Rate;
(p) the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden portion of the Borrowing Base attributable to Eligible Portfolio Investments issued by Third Party Finance Companies shall not exceed 5% without the consent of the Administrative AgentBorrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 5% of the Borrowing Base;
(q) the portion of the Eligible Portfolio Investments that are No External Review Assets shall not exceed 5% of all Eligible Portfolio Investments, and the Eligible Portfolio Investments contributing to the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 5% of all Eligible Portfolio Investments; and
(r) the portion of the Eligible Portfolio Investments that are Limited Reference Quoted Investments shall not exceed 10% of all Eligible Portfolio Investments, and the Eligible Portfolio Investments contributing to the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of all Eligible Portfolio Investments For all purposes of this Section 5.13, all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor). As For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens and (ii) such Investment is Transferable. In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (TCP Capital Corp.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Agent pursuant to Section 2.05(k2.04(k)) or by (y) the last paragraph of Section 2.09(a))applicable Advance Rate; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 500% at any time when the Borrowing Base is composed entirely of the Advance Rate otherwise applicable; provided that, with respect to the Eligible Portfolio Investments in a single Consolidated Group designated issued by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%fewer than 20 different issuers;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Eligible Portfolio Investments issued by all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding (i) 5% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of fair value for purposes of this subclause shall be made without taking into account any Advance Rate) (the “Total Eligible Portfolio”), shall be 50% of the otherwise applicable Advance Rate and (ii) the Advance Rate applicable to that portion of the aggregate fair value of Eligible Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 207.5% of Shareholders’ Equity the Total Eligible Portfolio of the Borrower (whichTotal Eligible Portfolio shall be 0%; provided that at any time the Consolidated Asset Coverage Ratio is less than 175%, for purposes the Advance Rate applicable to that portion of this calculation shall exclude the aggregate amount fair value of investments in, and advances to, Financing Subsidiaries) Eligible Portfolio Investments of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the Total Eligible Portfolio shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of Total Eligible Portfolio issued by Portfolio Companies in the Portfolio Investments in any single same Industry Classification Group that exceeds (x) 20% of Shareholders’ Equity the Total Eligible Portfolio for each of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments inTwo Largest Industry Classification Groups, and advances to, Financing Subsidiaries(y) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 3015% of the Shareholders’ Equity Total Eligible Portfolio for any other industry sector, shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject Advance Rate applicable to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) that portion of the Guarantee and Security Agreement) to aggregate Value of Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or Performing First Lien Bank Loans that exceeds 30% of the Collateral Agent, and then only for so long as such Total Eligible Portfolio Investment continues to shall be Delivered as contemplated therein0%;
(e) the Advance Rate applicable to that portion of the Borrowing Base attributable to aggregate Value of Portfolio Investments that are Performing Non-Cash Pay Mezzanine Investments, Performing High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests PIK Obligations and Non-Performing DIP Loans that exceeds 20% of the Total Eligible Portfolio Investments shall not exceed 20be 0%;
(f) the Advance Rate applicable to that portion of the Borrowing Base attributable to Equity Interests aggregate Value of Portfolio Investments that are Performing PIK Obligations that exceeds 5% of the Total Eligible Portfolio shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base)0%;
(g) the Advance Rate applicable to that portion of the Borrowing Base attributable to Non-Performing aggregate Value of Portfolio Investments that are Performing DIP Loans that exceeds 10% of the Total Eligible Portfolio shall not exceed 15% and be 0%;
(h) the Advance Rate applicable to that portion of the Borrowing Base attributable to aggregate Value of Portfolio Investments that were Nonare Performing Covenant-Performing Lite Loans (excluding, for clarity, Broadly Syndicated Loans) that exceeds 10% of the Total Eligible Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5be 0%; and
(hi) the Advance Rate applicable to that portion of the Borrowing Base attributable to aggregate Value of Portfolio Investments invested outside that are investments in Permitted Foreign Jurisdiction Portfolio Investments that exceeds 10% of the United StatesTotal Eligible Portfolio Investments shall be 0%. For all purposes of this Section 5.13, Canada(A) all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor) and (B) to the extent the Total Eligible Portfolio is required to be reduced to comply with this Section 5.13, the United KingdomBorrower shall be permitted to choose the Eligible Portfolio Investments to be so removed to effect such reduction. For the avoidance of doubt, Australiano Portfolio Investment shall be an Eligible Portfolio Investment unless, Germanyamong the other requirements set forth in this Agreement, France(i) such Investment is subject only to Eligible Liens, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway (ii) such Investment is Transferable and Sweden shall not exceed 5% without the consent (iii) such Investment meets all of the Administrative Agent. As other criteria set forth on Schedule 1.01(c) xxxxxx.Xx addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Barings BDC, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k2.04(k)) or by (y) the last paragraph of Section 2.09(a))applicable Advance Rate; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 500% at any time when the Borrowing Base is composed entirely of the Advance Rate otherwise applicable; provided that, with respect to the Eligible Portfolio Investments in a single Consolidated Group designated issued by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%fewer than 20 different issuers;
(b) if, as of the most recently ended fiscal quarter of the Borrower, the Consolidated Asset Coverage Ratio is (i) equal to or greater than 2.00:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Eligible Portfolio Investments of issued by all issuers in a consolidated group of corporations or other entities in accordance with GAAP (collectively, a “Consolidated Group Group”) exceeding 206% of Shareholders’ Equity the aggregate Value of all Eligible Portfolio Investments included in the Borrower Borrowing Base (whichthe “Total Eligible Portfolio”) (for the avoidance of doubt, the calculation of Value for purposes of this calculation subclause shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiariesbe made without taking into account any Advance Rate) shall be 0%50% of the otherwise applicable Advance Rate; (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a Consolidated Group exceeding 5% of the aggregate Value of the Total Eligible Portfolio (for the avoidance of doubt, the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate) shall be 50% of the otherwise applicable Advance Rate; or (iii) less than 1.75:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a Consolidated Group exceeding 4% of the aggregate Value of the Total Eligible Portfolio (for the avoidance of doubt, the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate) shall be 50% of the otherwise applicable Advance Rate;
(c) if, as of the last day of the most recently ended fiscal quarter of the Borrower, the Consolidated Asset Coverage Ratio is (i) equal to or greater than 2.00:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Eligible Portfolio Investments issued by a Consolidated Group exceeding 12% of the aggregate Value of the Total Eligible Portfolio (for the avoidance of doubt, the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate) shall be 0%; (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a Consolidated Group exceeding 10% of the aggregate Value of the Total Eligible Portfolio (for the avoidance of doubt, the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate) shall be 0%; or (iii) less than 1.75:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a Consolidated Group exceeding 8% of the aggregate Value of the Total Eligible Portfolio (for the avoidance of doubt, the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), shall be 0%;
(d) if, as of the last day of the most recently ended fiscal quarter of the Borrower, the Consolidated Asset Coverage Ratio is (i) equal to or greater than 2.00:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Eligible Portfolio Investments issued by issuers in any single the same Industry Classification Group that exceeds 2025% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) Total Eligible Portfolio shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such 25% figure shall be increased to 30%; (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Eligible Portfolio Investments issued by issuers in the same Industry Classification Group that exceeds 22.5% shall be 0%; provided that, with respect to Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent, such 22.5% figure shall be increased to 25%; or (iii) less than 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Eligible Portfolio Investments issued by issuers in the same Industry Classification Group that exceeds 20% of the Total Eligible Portfolio shall be 0%; provided that, with respect to Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent, such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 022.5%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) if, as of the last day of the most recently ended fiscal quarter, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (e), the “Gross Borrowing Base”) is less than 1.5 times the Senior Debt Amount, and (B) the Consolidated Asset Coverage Ratio is less than 2.00:1.00 and greater than or equal to 1.75:1.00, then the Borrowing Base shall be reduced to the extent necessary such that the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield SecuritiesSenior Investments is not less than 60% of the Covered Debt Amount; (ii)(A) the Gross Borrowing Base is less than 1.5 times the Senior Debt Amount, Performing Non-Cash Pay Mezzanine Investmentsand (B) the Consolidated Asset Coverage Ratio is less than 1.75:1.00, Equity Interests and Non-Performing Portfolio Investments then the Borrowing Base shall not exceed 20%;
(f) be reduced to the extent necessary such that the portion of the Borrowing Base attributable to Equity Interests shall Senior Investments is not exceed 10less than 75% of the Covered Debt Amount; or (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in iii)(A) the Gross Borrowing Base is greater than or equal to 1.5 times the Senior Debt Amount, and (B) the Consolidated Asset Coverage Ratio is less than 1.75:1.00, then the Borrowing Base);
(g) Base shall be reduced to the extent necessary such that the portion of the Borrowing Base attributable to Non-Performing Portfolio Senior Investments shall is not exceed 15less than 25% of the Covered Debt Amount;
(f) if, as of the last day of the most recently ended fiscal quarter, the Consolidated Asset Coverage Ratio is (i) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that were are Junior Investments and Non-Performing Portfolio Core Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
30% of the Borrowing Base, or (hii) less than 1.75:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments invested outside that are Junior Investments and Non-Core Investments shall not exceed 20% of the United StatesBorrowing Base; and
(g) if, Canadaas of the last day of the most recently ended fiscal quarter, the United Kingdom, Australia, Germany, France, BelgiumConsolidated Asset Coverage Ratio is (i) equal to or greater than 2.00:1.00, the Netherlandsportion of the Borrowing Base attributable to Eligible Portfolio Investments that are Non-Core Investments shall not exceed 15% of the Borrowing Base, Luxembourg(ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, Switzerlandthe portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Non-Core Investments shall not exceed 10% of the Borrowing Base, Denmarkor (ii) less than 1.75:1.00, Finland, Norway and Sweden the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Non-Core Investments shall not exceed 5% without the consent of the Administrative AgentBorrowing Base. As For all purposes of this Section 5.13, (A) all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor) and (B) to the extent the Total Eligible Portfolio is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Eligible Portfolio Investments to be so removed to effect such reduction. For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens, (ii) such Investment is Transferable and (iii) such Investment meets all of the other criteria set forth on Schedule 1.01(c). In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Barings BDC, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 107.5% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 107.5% figure shall be increased to 12.510%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2015% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 2015%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 1510% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the NetherlandsXxxxxxxxxxx, Luxembourg00 Xxxxxxxxxx, SwitzerlandXxxxxxxxxxx, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative AgentAgent and BANA. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Owl Rock Capital Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 106% of Shareholders’ Equity the Value of all Portfolio Investments in the Borrower Collateral Pool (which, other than Portfolio Investments for purposes of this calculation shall exclude which the aggregate amount of investments in, and advances to, Financing SubsidiariesAdvance Rate is 0%) shall be 50% of the Advance Rate otherwise applicable; provided that, at all times prior to the 18 month anniversary of the Second Amendment Effective Date, with respect to the Value of Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 106% figure shall be increased to 12.510%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2012% of Shareholders’ Equity the Value of all Portfolio Investments in the Borrower Collateral Pool (which, other than Portfolio Investments for purposes of this calculation shall exclude which the aggregate amount of investments in, and advances to, Financing SubsidiariesAdvance Rate is 0%) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2015% of Shareholders’ Equity the Value of all Portfolio Investments in the Borrower Collateral Pool (other than Portfolio Investments for which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing SubsidiariesAdvance Rate is 0%) shall be 0%; provided that, with respect to the Value of Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 2015% figure shall be increased to 3025% and, accordingly, only to the extent that the Value for of Portfolio Investments in such single Industry Classification Group exceeds 3025% of the Shareholders’ Equity Value of all Portfolio Investments in the Collateral Pool (other than Portfolio Investments for which the Advance Rate is 0%) shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a))Investment; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 107.5% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2015% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 2015%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 1510% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and;
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:; and
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates Ratesproducts obtained by multiplying (x) of the Value of each Portfolio Investment and (excluding any Cash Collateral held by y) the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a))applicable Advance Rate for such Portfolio Investment; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 107.5% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2015% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 2015%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 1510% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and109 Revolving Credit Agreement
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein; and
(i) (i) if any time the Borrower Asset Coverage Ratio is greater than or equal to 200% but less than 225%, the following terms have portion of the following meanings:Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 50.0% and (ii) if at any time the Borrower Asset Coverage Ratio is greater than or equal to 225%, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 55.0% (this provision referred to herein as the “Senior Investment Minimum Covenant”).
(j) no Participation Interest may be included in the Borrowing Base for more than ninety (90) days.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Kayne Anderson BDC, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower Net Worth (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Equity Interests in Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower Net Worth (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Equity Interests in Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower Net Worth (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Equity Interests in Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity Borrower Net Worth shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and;
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Ireland, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent;
(i) at any time the Borrower Asset Coverage Ratio is greater than or equal to 2.00 to 1:00, but less than 2.25 to 1.00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 62.5%; and
(j) at any time the Borrower Asset Coverage Ratio is greater than or equal to 2.25 to 1:00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 67.5%. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (excluding any Cash Collateral held by y) the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a))applicable Advance Rate; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 500% at any time when the Borrowing Base is composed entirely of the Advance Rate otherwise applicableEligible Portfolio Investments issued by less than 12 different issuers of Debt/Preferred Eligible Portfolio Investments; provided that, with respect to that issuers that are affiliates of each other will be treated as one issuer (unless the Portfolio Investments in affiliation is solely as a single Consolidated Group designated result of direct or indirect control by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%a common private equity or similar sponsor);
(b) with respect to all Eligible Portfolio Investments issued by a single issuer, the Advance Rate applicable to that portion of the aggregate Value such Eligible Portfolio Investments that exceeds 7.5% of the Obligors’ Net Worth shall be 50% of the otherwise applicable Advance Rate; provided that, the Advance Rate applicable to that portion of such Eligible Portfolio Investments of all issuers in a Consolidated Group exceeding 20that exceeds 10.0% of Shareholdersthe Obligors’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) Net Worth shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group that exceeds are Cash, Cash Equivalents, Long-Term U.S. Government Securities, Performing First Lien Bank Loans, Performing Last Out Loans, or Performing Second Lien Bank Loans shall be greater than or equal to 20% and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such contribution would not otherwise equal or exceed 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%Borrowing Base;
(d) no Portfolio Investment may be included in the portion of the Borrowing Base unless attributable to Eligible Portfolio Investments that are common equity, warrants and Preferred Stock shall not exceed 20% of the Collateral Agent maintains a first priority, perfected Lien Borrowing Base and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (subject to Permitted Liensbut not from the Collateral) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) such portion would otherwise exceed 20% of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated thereinBorrowing Base;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Eligible Portfolio Investments that are Noteless Assigned Loans shall not exceed 20%25% of the Borrowing Base and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Equity Interests Eligible Portfolio Investments in the Industry Classification Group that is the Largest Industry Classification Group shall not exceed 1025% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (it being understood that in no event shall Equity Interests but not from the Collateral) to the extent such portion would otherwise exceed 25% of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Eligible Portfolio Investments in any single Industry Classification Group (other than the Industry Classification Group that is the Largest Industry Classification Group) shall not exceed 15% and the portion of the Borrowing Base attributable to and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments that were Non-Performing Portfolio Investments at therefrom (but not from the time Collateral) to the extent such Portfolio Investments were acquired shall not portion would otherwise exceed 5%; and15% of the Borrowing Base;
(h) if at any time the weighted average maturity of all Debt/Preferred Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds 5.5 years, the Borrowing Base shall be reduced by removing Debt/Preferred Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt/Preferred Eligible Portfolio Investments included in the Borrowing Base to be no greater than 5.5 years (subject to all other constraints, limitations and restrictions set forth herein);
(i) the portion of the Borrowing Base attributable to Debt/Preferred Eligible Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden with a maturity greater than 7 years shall not exceed 515% without the consent of the Administrative AgentBorrowing Base and the Borrowing Base shall be reduced by removing Debt/Preferred Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(j) if at any time the Weighted Average Leverage Ratio is greater than 4.5, the Borrowing Base shall be reduced by removing Debt/Preferred Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.5 (subject to all other constraints, limitations and restrictions set forth herein);
(k) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that have an issuer with a trailing twelve-month total debt to EBITDA ratio of greater than 6.0x shall not exceed 15% and the Borrowing Base shall be reduced by removing such Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Borrowing Base;
(m) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedging Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt/Preferred Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) the one-month LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(n) if at any time the Weighted Average Floating Spread (after giving effect to any Hedging Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt/Preferred Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(o) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments shall not exceed 20% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Affiliate Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; and
(p) the portion of the Borrowing Base attributable to Canadian Eligible Portfolio Investments shall not exceed 15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Canadian Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base. As For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens and (ii) such Investment is Transferable. In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (FIDUS INVESTMENT Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 106% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2012% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity aggregate Value of all Portfolio Investments in the Collateral Pool as of the end of the most recent quarter shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);; 731105340 11299570 93 Revolving Credit Agreement
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and;
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative AgentAgent and JPMorgan Chase Bank, N.A.;
(i) at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 2.00 to 1:00, but less than 2.25 to 1.00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 62.5%; and
(j) at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 2.25 to 1:00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 67.5%. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower Net Worth (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Equity Interests in Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower prior notice to the Administrative Agent such 10Agent, the Advance Rate applicable to that portion of an investment exceeding 12.5% figure of Borrower Net Worth shall be increased to 12.5%50% of the Advance Rate otherwise applicable;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower Net Worth (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Equity Interests in Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Borrower Collateral Pool (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Equity Interests in Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such 20% figure shall be increased to 30% and, accordingly, only to portion of the extent that aggregate Value of the Value for Portfolio Investments in such single Industry Classification Group that exceeds 30% of the Shareholders’ Equity aggregate Value of all Portfolio Investments in the Collateral Pool shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the 742026061 21680120 Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and;
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Ireland, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 510% without the consent of the Administrative Agent;
(i) at any time the Borrower Asset Coverage Ratio is greater than or equal to 2.00 to 1.00, but less than 2.25 to 1.00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 62.5%;
(j) at any time the Borrower Asset Coverage Ratio is greater than or equal to 2.25 to 1.00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 67.5%; and
(k) the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s Portfolio Investments in Lien Restricted Investments shall be 0% to the extent necessary so that no more than 2% of the Borrowing Base is attributable to such investments. To the extent any Portfolio Investment is required to be removed from the Borrowing Base to comply with any of the portfolio limitations set forth in this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments, or portions of such Portfolio Investments, to be so removed to effect such compliance. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Morgan Stanley Direct Lending Fund)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 106% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Borrower Collateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Equity Interests in Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2012% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Borrower Collateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Equity Interests in Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Borrower Collateral Pool (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Equity Interests in Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;Classification
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and;
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Ireland, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent; [reserved];
(i) at any time the Borrower Asset Coverage Ratio is greater than or equal to 2.00 to 1.00, but less than 2.25 to 1.00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 62.5%;
(j) at any time the Borrower Asset Coverage Ratio is greater than or equal to 2.25 to 1.00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 67.5%; and
(k) the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s Portfolio Investments in Lien Restricted Investments shall be 0% to the extent necessary so that no more than 2% of the Borrowing Base is attributable to such investments; and
(l) no Participation Interest may be included in the Borrowing Base for more than 90 days. ToFor the avoidance of doubt, (x) to avoid double-counting of excess concentrations, any Advance Rate reductions set forth under this Section 5.13 shall be without duplication of any other such Advance Rate reductions and (y) to the extent any Portfolio Investment (or portion thereof) is required to be removed from the Borrowing Base to comply with any of the portfolio limitations set forth in this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments, or portions of such Portfolio Investments, to be so removed to effect such compliance. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of 81 Revolving Credit Agreement investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. Agent and JPMorgan Chase Bank, N.
A. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); Investment, provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”)entities, in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities, exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the portion of the Borrowing Base attributable to common equity and warrants shall not exceed 25% of the Covered Debt Amount and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 25% of the Covered Debt Amount;
(d) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) that exceeds 20% of Shareholders’ Equity shall be 0%; , provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;; and
(de) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Apollo Investment Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (x) the Value of each Eligible Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Agent pursuant to Section 2.05(k2.04(k)) or by (y) the last paragraph of Section 2.09(a))applicable Advance Rate; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 500% at any time when the Borrowing Base is composed entirely of the Advance Rate otherwise applicable; provided that, with respect to the Eligible Portfolio Investments in a single Consolidated Group designated issued by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
fewer than 20 different issuers; (b) the Advance Rate applicable to that portion of the aggregate Value of the Eligible Portfolio Investments issued by all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding (i) 5% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of fair value for purposes of this subclause shall be made without taking into account any Advance Rate) (the “Total Eligible Portfolio”), shall be 50% of the otherwise applicable Advance Rate and (ii) the Advance Rate applicable to that portion of the aggregate fair value of Eligible Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 207.5% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) Total Eligible Portfolio shall be 0%;
; (c) the Advance Rate applicable to that portion of the Total Eligible Portfolio issued by Portfolio Companies in the same Industry Classification Group that exceeds (x) 20% of the Total Eligible Portfolio for each of the Two Largest Industry Classification Groups, and (y) 15% of the Total Eligible Portfolio for any other industry sector, shall be 0%; (d) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or Performing First Lien Bank Loans that exceeds 30% of the Total Eligible Portfolio shall be 0%; (e) the Advance Rate applicable to that portion of the aggregate Value of Portfolio Investments that are Performing Mezzanine Investments, Performing High Yield Securities, Performing PIK Obligations and Performing DIP Loans that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) Total Eligible Portfolio shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall (f) the Advance Rate applicable to such excess that portion of the aggregate Value of Portfolio Investments that are Performing PIK Obligations that exceeds 5% of the Total Eligible Portfolio shall be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:126
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Barings BDC, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 2015%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 1510% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Stellus Capital Investment Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of products obtained by multiplying (i) the Value of each Eligible Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Agent pursuant to Section 2.05(k2.04(k)) or by (ii) the last paragraph of Section 2.09(a))applicable Advance Rate, expressed as a fraction; provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Eligible Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”)entities, in accordance with GAAP, that exceeds (i) 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments incalculation, and advances to, Financing Subsidiaries) shall be 50exclusive of the net asset value held in any Financing Subsidiary), or (ii) 10% of the Advance Rate otherwise applicable; provided that, with respect to the aggregate Value of all Eligible Portfolio Investments included in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure Borrowing Base, shall be increased to 12.50%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the all Eligible Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) their entirety shall be 0%% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 20 different issuers;
(c) the Advance Rate applicable to that portion of the Borrowing Base attributable to the following assets in the aggregate Value shall not exceed 10% of the Borrowing Base, and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 10% of the Borrowing Base: (i) Eligible Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated rated 3 by the Borrower to using the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent Proprietary Rating System; (ii) Underperforming Investments; (iii) Eligible Portfolio Investments that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%are debt obligations which bear cash interest less frequently than quarterly; and (iv) PIK Obligations;
(d) no Portfolio Investment may be included in the portion of the Borrowing Base unless attributable to Underperforming Investments shall not exceed 5% of the Collateral Agent maintains a first priorityBorrowing Base, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and the Borrowing Base shall be reduced to the extent required under Section 7.01(a) such portion would otherwise exceed 5% of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated thereinBorrowing Base;
(e) the portion of the Borrowing Base attributable to Performing NonCovenant-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments Lite Loans shall not exceed 20%10% of the Borrowing Base, and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 10% of the Borrowing Base;
(f) the portion of the Borrowing Base attributable to Equity Interests Eligible Portfolio Investments that are not Low-Risk Assets, Performing Last Out Loans or Performing Second Lien Credit Facility Loans shall not exceed 1025% (it being understood that in no event of the Borrowing Base and the Borrowing Base shall Equity Interests be reduced to the extent such portion would otherwise exceed 25% of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 1525% and the portion of the Borrowing Base attributable and the Borrowing Base shall be reduced to Portfolio Investments that were Non-Performing Portfolio Investments at the time extent such Portfolio Investments were acquired shall not portion would otherwise exceed 5%; and25% of the Borrowing Base;
(h) the portion of the Borrowing Base attributable to Eligible Portfolio Investments invested outside in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with respect to which the headquarters of the corresponding Portfolio Company is located in any one state, province, commonwealth, territory, possession or political subdivision of the United States or Canada shall not exceed 30% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 30% of the Borrowing Base;
(j) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(k) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are revolving loans shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 15% of the Borrowing Base;
(l) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are loans with respect to which the Borrower (including, for clarity, any Financing Subsidiary and its Affiliates, on a combined basis) controls less than 50% of such loan and for which the Borrower was not actively engaged in the origination and structuring of such loan, shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(m) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments shall not exceed 20% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 20% of the Borrowing Base;
(n) if at any time the weighted average maturity of all debt Eligible Portfolio Investments exceeds 5 years, the Borrowing Base shall be reduced by removing debt Eligible Portfolio Investments therefrom (but not from the Collateral) in the order of maturity (with the debt Eligible Portfolio Investment having the longest maturity to be removed first) to the extent necessary to cause the weighted average maturity of all debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than 5 years (subject to all other constraints, limitations and restrictions set forth herein);
(o) if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing debt Eligible Portfolio Investments therefrom (but not from the Collateral) in the order of cash interest coupon amount (with the debt Eligible Portfolio Investment having the lowest cash interest coupon to be removed first) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(p) if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing debt Eligible Portfolio Investments therefrom (but not from the Collateral) in the order of Spread amount (with the debt Eligible Portfolio Investment having the lowest Spread to be removed first) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(q) if at any time the weighted average Risk Factor of all Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein);
(r) the portion of the Borrowing Base attributable to Eligible Portfolio Investments denominated in Canadian dollars or with respect to which (i) the principal operations of the corresponding Portfolio Company or any assets of such Portfolio Company pledged as collateral for such Portfolio Investment are primarily located in Canada or any commonwealth, territory, possession or political subdivision of the United States (other than any state of the United States), Canada(ii) the corresponding Portfolio Company is organized under the laws of Canada or any commonwealth, territory, possession or political subdivision of the United KingdomStates (other than any state of the United States), Australiaor (iii) the corresponding Portfolio Company is domiciled within Canada or any commonwealth, Germanyterritory, Francepossession or political subdivision of the United States (other than any state of the United States), Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 510% without the consent of the Administrative AgentBorrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 10% of the Borrowing Base;
(s) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that contain any restrictions on transfer described in subclause (e) of clause (ii) of the definition of “Transferable” shall not exceed 10% of the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 10% of the Borrowing Base; and
(t) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Noteless Loan Assets shall not exceed 25% of the Borrowing Base, and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 25% of the Borrowing Base. As For all purposes of this Section 5.13, (A) all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor), and (B) the amount of all Eligible Portfolio Investments denominated in Canadian dollars shall be converted into the Dollar Equivalent thereof prior to any other determinations under this Section 5.13. In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Fifth Street Finance Corp.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a2.10(g)); , provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”)entities, in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group consolidated group of corporations or other entities, exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securitiescommon equity, Performing Non-Cash Pay Mezzanine Investments, Equity Interests warrants and Non-Performing Portfolio Investments shall not exceed 20%;
(f) 3025% of the portion of Covered Debt Amount and the Borrowing Base attributable shall be reduced to Equity Interests shall not the extent such portion would otherwise exceed 103025% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:Covered Debt Amount;
Appears in 1 contract
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:shall
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 107.5% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 107.5% figure shall be increased to 12.510%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2015% of Shareholders’ 94 Revolving Credit Agreement Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Owl Rock Technology Finance Corp.)
Calculation of Borrowing Base. (a) For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral cash held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); , provided that:
(ai) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments (other than Cash and Cash Equivalents) of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”)entities, in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(bii) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments (other than Cash and Cash Equivalents) of all issuers in a Consolidated Group consolidated group of corporations or other entities, in accordance with GAAP, exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;
(ciii) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments (other than Cash and Cash Equivalents) attributable to common equity, warrants, Portfolio Investments that are not Performing and Portfolio Investments where less than 66.67% of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash, exceeding 20% of the Borrowing Base shall be 0%;
(iv) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments (other than Cash and Cash Equivalents) in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent Agent, such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;; and
(dv) no the Advance Rate applicable to that portion of the Value of the Portfolio Investments attributable to any investment in a Financing Subsidiary shall be 0%
(b) No Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on until such Portfolio Investment and time as such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood ; provided that in the case of any Portfolio Investment in which the Collateral Agent has a first priority perfected security interest pursuant to a valid Uniform Commercial Code filing (and for which no event shall Equity Interests other method of Financing Subsidiaries perfection with a higher priority is possible), such Portfolio Investment may be included in the Borrowing Base so long as all remaining actions to complete “Delivery” are satisfied within seven (7) Business Days of such inclusion. Voting stock of any Controlled Foreign Corporation in excess of 66.0% of the issued and outstanding voting stock of such Controlled Foreign Corporation shall not be included as a Portfolio Investment for purposes of calculating the Borrowing Base);. For the avoidance of doubt, to avoid double counting of excess concentrations, any Advance Rate reductions set forth under this Section 5.13 shall be without duplication of any other such Advance Rate reductions.
(gc) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Solar Capital Ltd.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that:
(a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 106% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%;
(b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 2012% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which, for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%;
(c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 2025% of Shareholders’ Equity the aggregate Value of all Portfolio Investments in the Collateral Pool as of the Borrower (which for purposes end of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) most recent quarter shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the 95 Revolving Credit Agreement Administrative Agent such 2025% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity aggregate Value of all Portfolio Investments in the Collateral Pool as of the end of the most recent quarter shall the Advance Rate applicable to such excess Value be 0%;
(d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used defined in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;
(e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;
(f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base);
(g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and
(h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used hereinAgent and JPMorgan Chase Bank, the following terms have the following meanings:N.A.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
