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 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the 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 Gross Eligible Borrowing Base of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 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 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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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; (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 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%; (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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% 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 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 25%, 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 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%; (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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests; (g) 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%; and (h) 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 until such time as such Portfolio Investment has been Delivered (as defined in 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 (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 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, (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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. As used herein, the following terms have the following meanings:
Appears in 3 contracts
Samples: Senior Secured Revolving Credit Agreement (Goldman Sachs Private Credit Corp.), Senior Secured Revolving Credit Agreement (Goldman Sachs Private Credit Corp.), Senior Secured Revolving Credit Agreement (Goldman Sachs Private Credit 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 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the 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 Gross Eligible Borrowing Base of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 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 aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; Rate 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral 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 Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 12% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 10% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base 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 Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 8% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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, 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 25%, 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 in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) the Advance Rate applicable to CLO Securities (or other investments that similarly represent an investment in underlying levered portfolios), finance leases and the Borrower’s investments in any Excluded Assets 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; and
(hi) if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (hi), 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 until such time as such Portfolio Investment has been Delivered (as defined in 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 (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 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)) and Section 5(a)(vii) of the Restatement Agreement. 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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. For purposes of the categorization of each Portfolio Investment in accordance with this Section 5.13, the amount of any “first lien debt” or EBITDA with respect to any Portfolio Investment shall be determined using the most recent quarterly valuation determined in accordance with the Valuation Policy. As used herein, the following terms have the following meanings:
Appears in 3 contracts
Samples: Senior Secured Credit Agreement (Blackstone Secured Lending Fund), Senior Secured Credit Agreement (Blackstone Private Credit Fund), Senior Secured Credit Agreement (Blackstone Secured Lending Fund)
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 products obtained by multiplying (x) Advance Rates of the Value of each Portfolio Investment in (excluding any cash held by the Collateral Pool Administrative Agent pursuant to the extent the Borrower elects to include such Portfolio Investment in the Borrowing Base (the aggregate Value of all such Portfolio Investments in this clause (xSection 2.05(k), 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the applicable Advance Rate for such Portfolio Investment, provided that:
(ai) if, as of such date, the Relevant Asset Coverage Ratio is (iA) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base (other than Cash and Cash Equivalents) of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; (iiB) less than 2.00:1.00 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 (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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; Rate or (iiiC) less than 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base (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 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate;
(bii) if, as of such date, the Relevant Asset Coverage Ratio is (iA) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base (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 12% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%; (iiB) less than 2.00:1.00 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 (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 10% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base Collateral Pool shall be 0%; % or (iiiC) less than 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base (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 8% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
(ciii) if, as of such date, the Relevant Asset Coverage Ratio is (iA) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base (other than Cash and Cash Equivalents) in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 25% figure shall be increased to 30%, (iiB) less than 2.00:1.00 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 (other than Cash and Cash Equivalents) in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%, provided that, with respect to Portfolio Investments in the Collateral Pool 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%, or (iiiC) less than 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base (other than Cash and Cash Equivalents) in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
(div) if, as of such date, the Relevant Asset Coverage Ratio is (iA) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the Borrowing 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, (iiB) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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 (iiiC) less than 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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;
(ev) if, as of such date, the Relevant Asset Coverage Ratio is (iA) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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; investments or (iiB) less than 1.75:1.001.75:1:00, the Advance Rate applicable to the that portion of the Borrowing aggregate Value of the Borrower’s investments in 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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(hvi) if, as of such date, (i)(AA)(1) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (ha)(vi), the “Gross Borrowing Base”) is less than 1.5 times the Senior Debt Amount and (B2) 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, (B)(1) the Gross Borrowing Base is less than 1.5 times the Senior Debt Amount and (2) 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, (C)(1) the Gross Borrowing Base is greater than or equal to 1.5 times the Senior Debt Amount and (2) 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 6040% of the Covered Debt Amount, Amount or (ii)(AD)(1) the Gross Borrowing Base is less greater than or equal to 1.5 times the Senior Debt Amount and (B2) 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 7560% of the Covered Debt Amount or Amount;
(iii)(Avii) the Gross Borrowing Base is greater than or equal to 1.5 times the Senior Debt Amount and (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 (other than Cash and Cash Equivalents) attributable to Venture Loans exceeding 30% 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, then 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 25% 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 (other than Cash and Cash Equivalents) attributable to Venture Loans exceeding 20% of the aggregate Value of all Portfolio Investments in the Collateral Pool, shall be 0%;
(viii) 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 reduced 0%;
(ix) 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 necessary such Portfolio Investments are Performing) or 0%; and
(x) the Advance Rate applicable to that portion of the contribution Value of Senior the Portfolio Investments attributable to Bank Loans that constitute lease agreements exceeding 15% of the Borrowing Base may not shall be less than 25% 0%; and
(xi) the Advance Rate applicable to that portion of the Covered Debt Amount. 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 until such time as such Portfolio Investment has been Delivered (as defined in 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, 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 the longest period of (i) seven (7) 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 6566% 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, (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 reductions. For purposes of the extent the Borrowing Base is required to be reduced to comply categorization of each Portfolio Investment in accordance with this Section 5.13, the Borrower amount of any “first lien debt” or EBITDA with respect to any Portfolio Investment shall be permitted to choose determined using the Portfolio Investments to be excluded from most recent quarterly valuation determined in accordance with the Borrowing Base to effect such reduction. valuation procedures set forth in Section 5.12(b)(ii)(B).
(c) As used herein, the following terms have the following meanings:
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (SLR Investment Corp.), Senior Secured Credit Agreement (SLR 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 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the 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 Gross Eligible Borrowing Base of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 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 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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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;
(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 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%;
(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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% 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 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 25%, 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 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%;
(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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(h) 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 AmountAmountBorrowing Base, (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 AmountBorrowing Base 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 AmountAmountBorrowing Base. No NoFor the avoidance of doubt, no Portfolio Investment may be included in the Borrowing Base until such time as asunless such Portfolio Investment has been Delivered (as defined in 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 (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 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 discretiondiscretionis in the Collateral Pool. 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 VIISection 7.01(p). 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, (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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. As used herein, the following terms have the following meanings:
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Blue Owl Capital Corp), Senior Secured Revolving Credit Agreement (Blue Owl Credit 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 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the 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 Gross Eligible Borrowing Base of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 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 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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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;
(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 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%;
(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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% 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 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 25%, 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 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%;
(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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(h) 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 until such time as such Portfolio Investment has been Delivered (as defined in 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 (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 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 (pSection 7.01(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, (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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. As used herein, the following terms have the following meanings:
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Blue Owl Capital Corp), Senior Secured Revolving Credit Agreement (Blue Owl Credit Income Corp.)
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 products obtained by multiplying (x) the Value of each Portfolio Investment of such Borrower in the Collateral Pool to the extent the of such Borrower elects to include such Portfolio Investment in the Borrowing Base (the 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 the limitations set forth in Sections 5.13(a) through (h)) and by (y) the applicable Advance Rate for such Portfolio Investmentby (z) solely with respect to an Unlisted Borrower, 0.9091, provided that:
(a) if, as of such date, the Relevant Asset Coverage Adjusted Debt to Equity Ratio is (i) greater less than or equal to 2.00:1.001.0:1.0, the Advance Rate applicable to that portion of the aggregate Value of the such Portfolio Investments included in the Gross Eligible Borrowing Base of such Borrower of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all such Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool of such Borrower, shall be 50% of the otherwise applicable Advance Rate; , (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.001.0:1.0 and less than 1.20:1.0, the Advance Rate applicable to that portion of the aggregate Value of the such Portfolio Investments included in the Gross Eligible Borrowing Base of such Borrower of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the aggregate Value of all such Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool of such Borrower, shall be 50% of the otherwise applicable Advance Rate; Rate or (iii) less greater than 1.75:1.00or equal to 1.20:1.0, the Advance Rate applicable to that portion of the aggregate Value of the such Portfolio Investments included in the Gross Eligible Borrowing Base of such Borrower of all issuers in a Consolidated Group consolidated group of corporations or other entities 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;
(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 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%;
(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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% 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 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 25%, 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 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%;
(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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(h) 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 until such time as such Portfolio Investment has been Delivered (as defined in 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 (and for which no other method of perfection with a higher priority is possible)filing, such Portfolio Investment may be included in the Borrowing Base of such Borrower so long as all remaining actions to complete “Delivery” are satisfied within the longest period 7 days of such inclusion (i) seven or, until April 15, 2021, within thirty (730) days of such inclusion, (ii) as provided for herein or in the Guarantee and Security Agreement and (iii) anytime, such longer period up to thirtysixty (3060) days as the Administrative Agent and the Collateral Agent may agree in its reasonable their respective sole 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 ); provided further that would constitute an Event of Default under clause (p) of Article VII. Voting voting stock of any Controlled Foreign Corporation of such Borrower or such other Obligor 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 Base of such Borrower;
(i) no Participation Interest (other than any Participation Interest sold to such Borrower shall from time to time deliver a or other Obligor by an Aggregator) may be included in the Borrowing Base Certificate of such Borrower for more than 90 days; and
(j) if, as of such date, with respect to any Borrower, (i) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (j), the “Gross Borrowing Base”) is greater than or equal to 1.5 times the Senior Debt Amount and either (A) the Adjusted Debt to Equity Ratio is greater than or equal to 1.0:1.0 and less than 1.20:1.0, then such Borrower’s Borrowing Base shall be reduced to the Administrative Agent extent necessary such that the contribution of Senior Investments to such Borrower’s Borrowing Base may not be less than 20% of the Borrowing Base or (B) the Adjusted Debt to Equity Ratio is greater than or equal to 1.20:1.0, then such Borrower’s Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to such Borrower’s Borrowing Base may not be less than 35% of the Borrowing Base, (ii) the Gross Borrowing Base is greater than or equal to 1.25 times and each Lender as provided in Sections 4.01(a)(vii)less than 1.5 times the Senior Debt Amount and either (A) the Adjusted Debt to Equity Ratio is greater than or equal to 1.0:1.0 and less than 1.20:1.0, 4.02(c)(i)then such Borrower’s Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to such Borrower’s Borrowing Base may not be less than 30% of the Borrowing Base or (B) the Adjusted Debt to Equity Ratio is greater than or equal to 1.20:1.0, 5.01(d)then such Borrower’s Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to such Borrower’s Borrowing Base may not be less than 40% of the Borrowing Base, 5.01(e(iii) the Gross Borrowing Base is less than 1.25 times the Senior Debt Amount and 6.05(d)either (A) the Adjusted Debt to Equity Ratio is greater than or equal to 1.0:1.0 and less than 1.20:1.0, then such Borrower’s Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to such Borrower’s Borrowing Base may not be less than 45% of the Borrowing Base or (B) the Adjusted Debt to Equity Ratio is greater than or equal to 1.20:1.0, then such Borrower’s Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to such Borrower’s Borrowing Base may not be less than 60% of the Borrowing Base. 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, the such Borrower shall be permitted Such Borrower will not, nor will it permit any other member of its Obligor Group to, declare or make, or agree to choose pay or make, directly or indirectly, any Restricted Payment, except that such Borrower or such other Obligor may declare and pay:
(a) dividends with respect to the Portfolio Investments capital stock of such Borrower to the extent payable in additional shares of such Borrower’s common stock;
(b) dividends and distributions in either case in cash or other property (excluding for this purpose such Borrower’s common stock) in or with respect to any taxable year of such Borrower (or any calendar year of such Borrower, as relevant) in amounts not to exceed 110% of the minimum amounts required to be excluded distributed to allow such Borrower to (i) satisfy the minimum distribution requirements imposed by Section 852(a) of the Code (or any successor thereto) to maintain such Borrower’s eligibility to be taxed as a RIC for any such taxable year, (ii) reduce to zero for any such taxable year such Borrower’s liability for federal income taxes imposed on (x) such Borrower’s investment company taxable income pursuant to Section 852(b)(1) of the Code (or any successor thereto), and (y) such Borrower’s net capital gain pursuant to Section 852(b)(3) of the Code (or any successor thereto), and (iii) reduce to zero such Borrower’s liability for federal excise taxes for any such calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto);
(c) any settlement in respect of a conversion feature in any convertible security that may be issued by such Borrower to the extent made through the delivery of common stock (except in the case of interest (which may be payable in cash));
(d) Restricted Payments to repurchase Equity Interests of such Borrower from managers, partners, members, directors, officers, employees or consultants of FS/KKR Advisor, such Borrower or such other Obligor or their respective authorized representatives upon the death, disability or termination of employment of such employees or termination of their seat on the board of directors of FS/KKR Advisor, such Borrower or such other Obligor, in an aggregate amount not to exceed $2,500,000 in any calendar year with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $5,000,000 in any calendar year;
(e) other Restricted Payments so long as (i) on the date of such other Restricted Payment and after giving effect thereto (x) the Borrowing Base of such Borrower is at least 110% of the Covered Debt Amount of such Borrower does not exceed 90% of the Borrowing Base of such Borrower and (y) no Default shall have occurred and be continuing with respect to such Borrower and (ii) on the date of such other Restricted Payment such Borrower delivers to the Administrative Agent and each Lender a Borrowing Base Certificate with respect to such Borrower as at such date demonstrating compliance with subclause (x) after giving effect to such reductionRestricted Payment. As used hereinFor purposes of preparing such Borrowing Base Certificate, (A) the Value of any Quoted Investment shall be the most recent quotation available for such Portfolio Investment and (B) the Value of any Unquoted Investment shall be the Value set forth in the Borrowing Base Certificate with respect to such Borrower most recently delivered by such Borrower to the Administrative Agent and the Lenders pursuant to Section 5.01(d); the extent any such indenture, agreement, instrument or other arrangement does not prohibit, in each case in any material respect, or impose materially adverse conditions upon, the following terms have requirements applicable to such Borrower and its Subsidiaries under the following meanings:Loan Documents or (iii) any agreement, instrument or other arrangement pertaining to any lease, sale or other disposition of any asset permitted by this Agreement so long as the applicable restrictions (x) only apply to such assets and (y) do not restrict prior to the consummation of such sale or disposition the creation or existence of the Liens in favor of the Collateral Agent pursuant to the Security Documents or otherwise required by this Agreement, or the incurrence of payment of Indebtedness under this Agreement or the ability of such Borrower and its Subsidiaries to perform any other obligation under any of the Loan Documents) that prohibits, in each case in any material respect, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness of such Borrower, the granting of Liens by such Borrower, the declaration or payment of dividends by such Borrower, the making of loans, advances, guarantees or Investments or the sale, assignment, transfer or other disposition of property, in each case of such Borrower.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (FS KKR Capital Corp. II), Senior Secured Revolving Credit Agreement (FS KKR 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 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the 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 Gross Eligible Borrowing Base of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 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 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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, 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 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 BaseCollateral 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 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, 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 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 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 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, 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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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, 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 25%, 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 in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) the Advance Rate applicable to CLO Securities (or other investments that similarly represent an investment in underlying levered portfolios), finance leases and the Borrower’s investments in any Excluded Assets 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
(hj) if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (hj), 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 until such time as such Portfolio Investment has been Delivered (as defined in 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 (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 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, (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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Owl Rock 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 products obtained by multiplying (x) of the Value of each Portfolio Investment in the Collateral Pool (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)) to the extent the Borrower elects to include such Portfolio Investment Investments in the Borrowing Base (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the applicable Advance Rate for such Portfolio Investment, ; provided that:
(ai) if, as of such datethe date of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, 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 of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments included in the Gross Eligible Borrowing Base, shall be 50% of the otherwise applicable Advance Rate; (ii) less than 2.00:1.00 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the aggregate Value of all Portfolio Investments included in the Gross Eligible Borrowing Base, shall be 50% of the otherwise applicable Advance Rate; Rate or (iii) less than 1.75:1.001.75:1:00, 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 4% of the aggregate Value of all Portfolio Investments included in the Gross Eligible Borrowing Base, shall be 50% of the otherwise applicable Advance Rate;
(b) if, as of such datethe date of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 12% of the aggregate Value of all Portfolio Investments included in the Gross Eligible Borrowing Base, Base shall be 0%; (ii) less than 2.00:1.00 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 10% of the aggregate Value of all Portfolio Investments included in the Gross Eligible Borrowing Base shall be 0%; % or (iii) less than 1.75:1.001.75:1:00, 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 8% of the aggregate Value of all Portfolio Investments included in the Gross Eligible Borrowing Base, Base shall be 0%;
(c) if, as of such datethe date of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, 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 25% of the aggregate Value of all Portfolio Investments included in the Gross Eligible Borrowing Base, Base shall be 0%, ; provided that, with respect to Portfolio Investments included in the Borrowing Base in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent, such 25% figure shall be increased to 30%, (ii) less than 2.00:1.00 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 included in the Gross Eligible Borrowing Base, Base shall be 0%, ; provided that, with respect to Portfolio Investments included in the Borrowing Base 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%, or (iii) less than 1.75:1.001.75:1:00, 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 included in the Gross Eligible Borrowing Base, Base shall be 0%;
(d) if, as of such datethe date of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the Borrowing 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 investmentsNon-Core Investments, (ii) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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 Non-Core Investments or (iii) less than 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in Non-Core Investments shall be 0% to the extent necessary so that no more than 5% of the Borrowing Base is attributable to such investmentsNon-Core Investments;
(e) if, as of such datethe date of determination, the Relevant Asset Coverage Ratio is (i) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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; Investments or (ii) less than 1.75:1.001.75:1:00, the Advance Rate applicable to the that portion of the Borrowing aggregate Value of the Borrower’s investments in 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 investmentsInvestments;
(f) no Participation Interest may be included in the Borrowing Base for more than ninety (90) days; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(h) if, as of such datedate of determination, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (hf), 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 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 AmountBorrowing Base, (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 Borrowing Base, 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 Borrowing Base; and
(g) no Participation Interest may be included in the Borrowing Base until such time as such Portfolio Investment has been Delivered for more than ninety (as defined in the Guarantee and Security Agreement90) 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 (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 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)days. For the avoidance of doubt, doubt (ai) to avoid double-counting of excess concentrations, any Advance Rate reductions set forth under this Section 5.13 above shall be without duplication of any other such Advance Rate reductions and (b) to the extent the Borrowing Base is required to be reduced to comply with this Section 5.13the limitations set forth above, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. As used hereinin this Section 5.13, 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 products obtained by multiplying (x) Advance Rates of the Value of each Portfolio Investment in (excluding any Cash Collateral held by the Collateral Pool Administrative Agent pursuant to Section 2.05(k) or the extent last paragraph of Section 2.09(a)); provided that, solely for purposes of clauses (a), (b) and (c) below, (x) for the Borrower elects to include such Portfolio Investment in period from the Borrowing Base (Effective Date through and including August 1, 2022, “the aggregate Value of all such Portfolio Investments in this clause (x), the Collateral Pool” shall instead be “Gross Eligible Borrowing Base”; provided that no the greater of $500,000,000 and the aggregate Value of all Portfolio Investment will be deemed included Investments in the Gross Eligible Borrowing Base unless such Portfolio Investment is eligible for a non-zero Advance Rate without regard to the limitations set forth in Sections 5.13(a) through (h)) Collateral Pool” and (y) the applicable Advance Rate for such Portfolio Investment, thereafter shall be as written below; provided further that:: 117 BUSINESS.29259741.231546920
(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 Gross Eligible Borrowing Base of all issuers in a consolidated group of corporations or other entities in accordance with GAAP (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries), shall be 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 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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries), shall be 50% of the otherwise applicable Advance Rate; Rate 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 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries), 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 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 BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries) 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 Collateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries) 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 BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries) 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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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 22.5% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 118 BUSINESS.29259741.231546920 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 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 Gross Eligible Borrowing Base, 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 25%, 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 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 022.5%;
(d) if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (d), the “Gross Borrowing Base”) is less than 1.5 times the Senior Debt Amount and (B) 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, then the Advance Rate applicable Borrowing Base shall be reduced to the extent necessary such that the portion of the Borrowing Value Base attributable to Senior Investments is not less than 60% of Non-Core Investments 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 0% reduced to the extent necessary so such that no more than 10% the portion of the Borrowing Base is attributable to such investments Senior Investments is not less than 75% of the Covered Debt Amount or (iiiiii)(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 Advance Rate applicable Borrowing Base shall be reduced to the extent necessary such that the portion of the Borrowing Value of Non-Core Base attributable to Senior Investments shall be 0% to the extent necessary so that no more is not less than 525% of the Borrowing Base is attributable to such investmentsCovered Debt Amount;
(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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(h) 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 (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 15% 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, then the Advance Rate applicable to that portion of the Borrowing Base Value of Non-Core Investments shall be reduced 0% to the extent necessary such so that the contribution no more than 10% of Senior Investments to the Borrowing Base may not be less than 60% of the Covered Debt Amount, is attributable to such investments or (ii)(Aiii) 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 Advance Rate applicable to that portion of the Borrowing Base Value of Non-Core Investments shall be reduced 0% to the extent necessary such so that the contribution no more than 5% of Senior Investments to the Borrowing Base may not be less than 75% of the Covered Debt Amount or is attributable to such investments
(iii)(Ag) 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 no Portfolio Investment may be included in the Borrowing Base until unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such time as Portfolio Investment and such Portfolio Investment has been Delivered (as defined such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security 119 BUSINESS.29259741.231546920 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 ;
(h) the foregoing, in the case portion 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 attributable to complete “Delivery” are satisfied within Portfolio Investments invested in a Permitted Foreign Jurisdiction shall not exceed 10% and (ii) in any other jurisdiction outside of the longest period United States shall not exceed 0%, in each case of this clause (h), without the consent of the Administrative Agent; and
(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 Advance Rate applicable 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% portion of the issued and outstanding voting stock aggregate Value of such Controlled Foreign Corporation shall not be included as a the Borrower’s 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 Investments 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, (a) to avoid double-counting of excess concentrations, any Advance Rate reductions set forth under this Section 5.13 Lien Restricted Investments shall be without duplication of any other such Advance Rate reductions and (b) 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 reduced 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 Investments, or portions of such Portfolio Investments, to be excluded from the Borrowing Base so removed to effect such reductioncompliance. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund 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 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the 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 Gross Eligible Borrowing Base of all issuers in a consolidated group of corporations or other entities in accordance with GAAP (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 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 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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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;
(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 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%;
(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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% 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 up to three different Industry 114 Revolving Credit Agreement Classification Group Groups from time to time designated by the Borrower to the Administrative Agent, such 25% figure shall be increased to 30%% for each such Industry Classification Group, (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 up to three different Industry Classification Group from time to time designated by the Borrower to the Administrative Agent, such 20% figure shall be increased to 25%% for each such Industry Classification Group, 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 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%;
(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-Performing Portfolio Investments shall be 0% to the extent necessary so that no more than 10% of the Borrowing Base is attributable to such investments or (ii) less than 2.00:1.00, the Advance Rate applicable to that portion of the Borrowing Value of Non-Performing Portfolio 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) 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 2015% 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;
(ef) 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 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, (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 Junior Investments and Non-Core Investments shall be 0% to the extent necessary so that no more than 3015% of the Borrowing Base is attributable to such investments; investments or (iiiii) less than 1.75:1.00, the Advance Rate applicable to the 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 2010% 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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(h) if, as of such date, date (i)(Ai) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (hg), the “Gross Borrowing Base”) is less than 1.5 times the Senior Debt Amount and (B) the Relevant Asset Coverage Ratio is (A) greater than or equal to 2:00:1.00, then the Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to the Borrowing Base shall not be less than 55% of the 115 Revolving Credit Agreement Borrowing Base, (B) 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 6065% of the Covered Debt Amount, (ii)(A) the Gross Borrowing Base is less than 1.5 times the Senior Debt Amount and or (BC) 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 Borrowing Base or (iii)(Aii) 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 1.75:1.00Amount, 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 2550% of the Covered Debt Amount. No Borrowing Base (this provision referred to herein as the “Senior Investment Minimum Covenant”);
(h) no Participation Interest may be included in the Borrowing Base for more than 90 days; and
(i) no Portfolio Investment may be included in the Borrowing Base until unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such time as Portfolio Investment and such Portfolio Investment has been Delivered (as defined in 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 (other than customary rights of setoff, banker’s lien, security interest or other like right upon deposit accounts and securities accounts in which such Portfolio Investments are held) 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 the longest period of (i) seven (7) days of such inclusion, (ii) as provided for herein under this Agreement 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 As used 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, (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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (AB Private 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 products obtained by multiplying (x) Advance Rates of the Value of each Portfolio Investment in (excluding any Cash Collateral held by the Collateral Pool Administrative Agent pursuant to Section 2.05(k) or the extent last paragraph of Section 2.09(a)); provided that, solely for purposes of clauses (a), (b) and (c) below, (x) for the Borrower elects to include such Portfolio Investment in period from the Borrowing Base (Effective Date through and including August 1, 2022, “the aggregate Value of all such Portfolio Investments in this clause (x), the Collateral Pool” shall instead be “Gross Eligible Borrowing Base”; provided that no the greater of $500,000,000 and the aggregate Value of all Portfolio Investment will be deemed included Investments in the Gross Eligible Borrowing Base unless such Portfolio Investment is eligible for a non-zero Advance Rate without regard to the limitations set forth in Sections 5.13(a) through (h)) Collateral Pool” and (y) the applicable Advance Rate for such Portfolio Investment, thereafter shall be as written below; provided further 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 Gross Eligible Borrowing Base of all issuers in a consolidated group of corporations or other entities in accordance with GAAP (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries), shall be 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 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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries), shall be 50% of the otherwise applicable Advance Rate; Rate 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 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries), 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 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 BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries) 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 Collateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries) 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 BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries) 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 Gross Eligible Borrowing Base in any single Industry Classification 31546920BUSINESS.31608432.16 Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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 22.5% 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 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 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 Gross Eligible Borrowing Base, 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 25%, 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 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 022.5%;
(d) if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (d), the “Gross Borrowing Base”) is less than 1.5 times the Senior Debt Amount and (B) 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, then the Advance Rate applicable Borrowing Base shall be reduced to the extent necessary such that the portion of the Borrowing Value Base attributable to Senior Investments is not less than 60% of Non-Core Investments 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 0% reduced to the extent necessary so such that no more than 10% the portion of the Borrowing Base is attributable to such investments Senior Investments is not less than 75% of the Covered Debt Amount or (iiiiii)(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 Advance Rate applicable Borrowing Base shall be reduced to the extent necessary such that the portion of the Borrowing Value of Non-Core Base attributable to Senior Investments shall be 0% to the extent necessary so that no more is not less than 525% of the Borrowing Base is attributable to such investmentsCovered Debt Amount;
(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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(h) 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 (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 15% 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, then the Advance Rate applicable to that portion of the Borrowing Base Value of Non-Core Investments shall be reduced 0% to the extent necessary such so that the contribution no more than 10% of Senior Investments to the Borrowing Base may not be less than 60% of the Covered Debt Amount, is attributable to such investments or (ii)(Aiii) 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 Advance Rate applicable to that portion of the Borrowing Base Value of Non-Core Investments shall be reduced 0% to the extent necessary such so that the contribution of Senior Investments to the Borrowing Base may not be less no more than 755% 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 until such time as such Portfolio Investment has been Delivered (as defined in 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 (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 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, (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 is required attributable to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. As used herein, the following terms have the following meanings:investments
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC)
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 products obtained by multiplying (x) Advance Rates of the Value of each Portfolio Investment in (excluding any cash held by the Collateral Pool Administrative Agent pursuant to the extent the Borrower elects to include such Portfolio Investment in the Borrowing Base (the aggregate Value of all such Portfolio Investments in this clause (xSection 2.05(k), 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the applicable Advance Rate for such Portfolio Investment, provided that:
(ai) if, as of such date, the Relevant Asset Coverage Ratio is (iA) greater than or equal to 2.00:1.002.00:1:00, 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 of corporations or other entities (collectivelyentities, a “Consolidated Group”) in accordance with GAAP exceeding GAAP, that exceeds 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 50% of the Advance Rate otherwise applicable Advance Rateapplicable; (iiB) less than 2.00:1.00 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 consolidated group of corporations or other entities in accordance with GAAP exceeding GAAP, that exceeds 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 50% of the Advance Rate otherwise applicable Advance Rate; or (iiiC) less than 1.75:1.001.75:1:00, 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 consolidated group of corporations or other entities in accordance with GAAP exceeding GAAP, that exceeds 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 50% of the Advance Rate otherwise applicable Advance Rateapplicable;
(bii) if, as of such date, the Relevant Asset Coverage Ratio is (iA) greater than or equal to 2.00:1.002.00:1:00, 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 consolidated group of corporations or other entities, exceeding 12% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%; (iiB) less than 2.00:1.00 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 consolidated group of corporations or other entities, exceeding 10% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base Collateral Pool shall be 0%; % or (iiiC) less than 1.75:1.001.75:1:00, 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 consolidated group of corporations or other entities, exceeding 8% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
(ciii) if, as of such date, the Relevant Asset Coverage Ratio is (iA) greater than or equal to 2.00:1.002.00:1:00, 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 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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, such 25% figure shall be increased to 3027.5% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 27.5% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall the Advance Rate applicable to such excess Value be 0%, ; (iiB) less than 2.00:1.00 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, 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, such 20% figure shall be increased to 2522.5% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 22.5% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall the Advance Rate applicable to such excess Value be 0%, or ; and (iiiC) less than 1.75:1.001.75:1:00, 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 2015% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral 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, such 15% figure shall be increased to 17.5% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 17.5% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall the Advance Rate applicable to such excess Value be 0%;
(div) if, as of such date, the Relevant Asset Coverage Ratio is (iA) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the Borrowing 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, (iiB) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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 (iiiC) less than 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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;investments;
(ev) if, as of such date, the Relevant Asset Coverage Ratio is (iA) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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; investments or (iiB) less than 1.75:1.001.75:1:00, the Advance Rate applicable to the that portion of the Borrowing aggregate Value of the Borrower’s investments in 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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(hvi) if, as of such date, (i)(AA)(1) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (ha)(vi), the “Gross Borrowing Base”) is less than 1.5 times the Senior Covered Debt Amount and (B2) 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 (i) 50%, if prior to July 1, 2021 or (ii) 60%, if on or after July 1, 2021, in each case, of the Borrowing Base, (B)(1) the Gross Borrowing Base is less than 1.5 times the Covered Debt Amount and (2) 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 (i) 65%, if prior to July 1, 2021 or (ii) 75%, if on or after July 1, 2021, in each case, of the Borrowing Base, (C)(1) the Gross Borrowing Base is greater than or equal to 1.5 times the Covered Debt Amount and (2) 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 6040% of the Covered Debt Amount, Borrowing Base or (ii)(AD)(1) the Gross Borrowing Base is less greater than or equal to 1.5 times the Senior Covered Debt Amount and (B2) 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(i) 50%, if prior to July 1, 2021 or (ii) 60%, if on or after July 1, 2021, in each case, of the Borrowing Base;
(vii) 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 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 0%;
(viii) no Portfolio Investment may be included in the Borrowing Base until such time as such Portfolio Investment has been Delivered (as defined in 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 ;
(ix) the foregoing, in the case of any Portfolio Investment in which the Collateral Agent has a first-priority perfected security interest pursuant Advance Rate applicable 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 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% portion of the issued and outstanding voting stock Value of such Controlled Foreign Corporation the Portfolio Investments attributable to any investment in a Financing Subsidiary shall not be included as a 0%; and
(x) the Advance Rate applicable to that portion of the Value of the Portfolio Investment for purposes of calculating the Borrowing Base. The Borrower Investments listed on Schedule 5.13 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)be 0%. 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 reductions. For purposes of the extent the Borrowing Base is required to be reduced to comply categorization of each Portfolio Investment in accordance with this Section 5.13, the Borrower amount of any “first lien debt” or EBITDA with respect to any Portfolio Investment shall be permitted to choose determined using the most recent underlying Portfolio Investments to be excluded from Investment information available on the Borrowing Base to effect such reduction. same date as the most recent quarterly valuation determined in accordance with the valuation procedures set forth in Section 5.12(b)(ii)(B).
(b) As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: 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 products obtained by multiplying (x) Advance Rates of 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the 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 2.00:1.002.00:1:00, 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 of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; (ii) less than 2.00:1.00 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; Rate or (iii) less than 1.75:1.001.75:1:00, 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral 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 2.00:1.002.00:1:00, 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 12% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%; (ii) less than 2.00:1.00 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 10% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base Collateral Pool shall be 0%; % or (iii) less than 1.75:1.001.75:1:00, 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 8% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
(c) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, 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 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 25% figure shall be increased to 30%, (ii) less than 2.00:1.00 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, Collateral Pool shall be 0%, provided that, with respect to Portfolio Investments in the Collateral Pool 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%, or (iii) less than 1.75:1.001.75:1:00, 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, Collateral Pool shall be 0%;
(d) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the Borrowing 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, (ii) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of Non-the Borrower’s investments in 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 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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; investments or (ii) less than 1.75:1.001.75:1:00, the Advance Rate applicable to the that portion of the Borrowing aggregate Value of the Borrower’s investments in 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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) the Advance Rate applicable to CLO Securities (or other investments that similarly represent an investment in underlying levered portfolios), finance leases and the Borrower’s investments in any Excluded Assets Asset shall be 0%; and
(hg) if, as of such date, (i)(Ai) (A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (hg), 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 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)(Aii) (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)(Aiii) (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 until such time as such Portfolio Investment has been Delivered (as defined in 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, 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 the longest period of (i) seven (7) days 5 Business 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, (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 reductions. For purposes of the extent the Borrowing Base is required to be reduced to comply categorization of each Portfolio Investment in accordance with this Section 5.13, the Borrower amount of any “first lien debt” or EBITDA with respect to any Portfolio Investment shall be permitted to choose determined using the Portfolio Investments to be excluded from most recent quarterly valuation determined in accordance with the Borrowing Base to effect such reductionValuation Policy. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Franklin BSP 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 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the 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 Gross Eligible Borrowing Base of all issuers in a consolidated group of 747507610 22702620757699803.9 corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 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 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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, 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 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 BaseCollateral 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 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, 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 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 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 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, 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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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, 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 25%, 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 in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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;; 747507610 22702620757699803.9
(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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) the Advance Rate applicable to CLO Securities (or other investments that similarly represent an investment in underlying levered portfolios), finance leases and the Borrower’s investments in any Excluded Assets 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
(hj) if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (hj), 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 until such time as such Portfolio Investment has been Delivered (as defined in 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 (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 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, (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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. As used herein, the following terms have the following meanings:747507610 22702620757699803.9
Appears in 1 contract
Samples: 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 products obtained by multiplying (x) the Value of each Eligible Portfolio Investment in (excluding any cash held by the Collateral Pool Administrative Agent pursuant to the extent the Borrower elects to include such Portfolio Investment in the Borrowing Base (the 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 the limitations set forth in Sections 5.13(a) through (hSection 2.04(k)) and by (y) the applicable Advance Rate for such Portfolio Investment, Rate; provided that:
(a) if, as the Advance Rate applicable to the aggregate Value of such date, all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Relevant Asset Coverage Ratio Borrowing Base is composed entirely of Eligible Portfolio Investments issued by fewer than 20 different issuers; (ib) greater than or equal to 2.00:1.00, 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 Gross Eligible 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 of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 67.5% of the aggregate Value Total Eligible Portfolio of all the Total Eligible Portfolio Investments in the Gross Eligible Borrowing Base, shall be 50% of 0%; provided that at any time the otherwise applicable Advance Rate; (ii) Consolidated Asset Coverage Ratio is less than 2.00:1.00 and greater than or equal to 1.75:1.00175%, the Advance Rate applicable to that portion of the aggregate Value fair value of the Eligible Portfolio Investments included in the Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the aggregate Value of all Total Eligible Portfolio Investments in the Gross Eligible Borrowing Base, 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 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;
(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 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%;
(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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% 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 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 25%, 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 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%;
(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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(h) 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 until such time as such Portfolio Investment has been Delivered (as defined in 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 (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 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, (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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. 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 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the 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 Gross Eligible Borrowing Base of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 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 aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; Rate 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral 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 Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 12% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 10% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base 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 Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 8% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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, 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 25%, 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 in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 1.75:1.00than
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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) the Advance Rate applicable to CLO Securities (or other investments that similarly represent an investment in underlying levered portfolios), finance leases and the Borrower’s investments in any Excluded Assets 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; and
(hi) if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (hi), 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 until such time as such Portfolio Investment has been Delivered (as defined in 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 (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 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)) and Section 5(a)(vii) of the Restatement Agreement. 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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. For purposes of the categorization of each Portfolio Investment in accordance with this Section 5.13, the amount of any “first lien debt” or EBITDA with respect to any Portfolio Investment shall be determined using the most recent quarterly valuation determined in accordance with the Valuation Policy. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Blackstone Private 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 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the applicable Advance Rate for such Portfolio Investment, provided ; provided, that the Value of any Disqualified Non-Core Investment shall be deemed to be zero for purposes of calculating the Borrowing Base; provided, further, that:
(a) if, as if (i) after the six-month anniversary of such datethe Effective Date, the Relevant Asset Coverage Ratio as of such date is (iA) 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 of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 50% of the otherwise applicable Advance Rate; (iiB) 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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 50% of the otherwise applicable Advance Rate; or (iiiC) 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 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 50% of the otherwise applicable Advance Rate or (ii) on or prior to the six-month anniversary of the Effective Date, the Relevant Asset Coverage Ratio as of such date is (A) 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 6% of the aggregate Value of all Portfolio Investments in the Borrowing Base, shall be 75% of the otherwise applicable Advance Rate; (B) 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 5% of the aggregate Value of all Portfolio Investments in the Borrowing Base, shall be 75% of the otherwise applicable Advance Rate; or (C) 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 4% of the aggregate Value of all Portfolio Investments in the Borrowing Base, shall be 75% 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 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 92 Revolving Credit Agreement 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%;
(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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% 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 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 25%, 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 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%;
(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 20207.5% 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 10105% 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 552.5% of the Borrowing Base is attributable to such investments;
(e) 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 Junior Investments and 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, (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 Junior Investments and Non-Core Investments shall be 0% to the extent necessary so that no more than 30307.5% of the Borrowing Base is attributable to such investments; or (iiiiiii) 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 20205% 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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(h) 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 (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the Borrowing Value of Intermediate Investments, Junior Investments and Non-Core Investments shall be 0% to the extent necessary so that no more than 25% 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, then the Advance Rate applicable to that portion of the Borrowing Base Value of Intermediate Investments, Junior Investments and Non-Core Investments shall be reduced 0% to the extent necessary such so that the contribution no more than 22.5% of Senior Investments to the Borrowing Base may not be less than 60% of the Covered Debt Amount, is attributable to such investments; or (ii)(Aiii) 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 Advance Rate applicable to the portion of the Borrowing Base Value of Intermediate Investments, Junior Investments and Non-Core Investments shall be reduced 0% to the extent necessary such so that the contribution of Senior Investments to the Borrowing Base may not be less no more than 7520% 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 until such time as such Portfolio Investment has been Delivered (as defined in 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 (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 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, (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 is required attributable to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. As used herein, the following terms have the following meanings:investments;
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Prospect Floating Rate & Alternative Income Fund, 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 products obtained by multiplying (x) Advance Rates of the Value of each Portfolio Investment in (excluding any cash held by the Collateral Pool Administrative Agent pursuant to the extent the Borrower elects to include such Portfolio Investment in the Borrowing Base (the aggregate Value of all such Portfolio Investments in this clause (xSection 2.05(k), 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the applicable Advance Rate for such Portfolio Investment, provided that:
(ai) if, as of such date, the Relevant Asset Coverage Ratio is (iA) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base (other than Cash and Cash Equivalents) of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; (iiB) less than 2.00:1.00 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 (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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; Rate or (iiiC) less than 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base (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 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate;
(bii) if, as of such date, the Relevant Asset Coverage Ratio is (iA) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base (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 12% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%; (iiB) less than 2.00:1.00 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 (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 10% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base Collateral Pool shall be 0%; % or (iiiC) less than 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base (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 8% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
(ciii) if, as of such date, the Relevant Asset Coverage Ratio is (iA) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base (other than Cash and Cash Equivalents) in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 25% figure shall be increased to 30%, (iiB) less than 2.00:1.00 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 (other than Cash and Cash Equivalents) in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%, provided that, with respect to Portfolio Investments in the Collateral Pool 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%, or (iiiC) less than 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base (other than Cash and Cash Equivalents) in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
(div) if, as of such date, the Relevant Asset Coverage Ratio is (iA) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the Borrowing 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, (iiB) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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 (iiiC) less than 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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;
(ev) if, as of such date, the Relevant Asset Coverage Ratio is (iA) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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; investments or (iiB) less than 1.75:1.001.75:1:00, the Advance Rate applicable to the that portion of the Borrowing aggregate Value of the Borrower’s investments in 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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(hvi) if, as of such date, (i)(AA)(1) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (ha)(vi), the “Gross Borrowing Base”) is less than 1.5 times the Senior Debt Amount and (B2) 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, (B)(1) the Gross Borrowing Base is less than 1.5 times the Senior Debt Amount and (2) 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, (C)(1) the Gross Borrowing Base is greater than or equal to 1.5 times the Senior Debt Amount and (2) 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 6040% of the Covered Debt Amount, Amount or (ii)(AD)(1) the Gross Borrowing Base is less greater than or equal to 1.5 times the Senior Debt Amount and (B2) 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 7560% of the Covered Debt Amount or Amount;
(iii)(Avii) the Gross Borrowing Base is greater than or equal to 1.5 times the Senior Debt Amount and (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 (other than Cash and Cash Equivalents) attributable to Venture Loans exceeding 30% 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, then 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 25% 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 (other than Cash and Cash Equivalents) attributable to Venture Loans exceeding 20% of the aggregate Value of all Portfolio Investments in the Collateral Pool, shall be 0%;
(viii) 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 reduced 0%;
(ix) 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 necessary such Portfolio Investments are Performing) or 0%; and
(x) the Advance Rate applicable to that the contribution of Senior Investments to the Borrowing Base may not be less than 25% portion of the Covered Debt Amount. 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 until such time as such Portfolio Investment has been Delivered (as defined in 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, 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 the longest period of (i) seven (7) 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 6566% 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, (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 reductions. For purposes of the extent the Borrowing Base is required to be reduced to comply categorization of each Portfolio Investment in accordance with this Section 5.13, the Borrower amount of any “first lien debt” or EBITDA with respect to any Portfolio Investment shall be permitted to choose determined using the Portfolio Investments to be excluded from most recent quarterly valuation determined in accordance with the Borrowing Base to effect such reduction. valuation procedures set forth in Section 5.12(b)(ii)(B).
(c) 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 products obtained by multiplying (x) Advance Rates of 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the applicable Advance Rate for such Portfolio InvestmentPool, 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 Gross Eligible Borrowing Base of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 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 aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; Rate 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral 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 Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 12% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 10% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base 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 Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 8% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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, 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 25%, 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 in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 aggregate Value of the Borrower’s investments included in the Borrowing Base 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, (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 aggregate Value of the Borrower’s investments included in the Borrowing Base in 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 aggregate Value of the Borrower’s investments included in the Borrowing Base in 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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(gf) the Advance Rate applicable to CLO Securities (or other investments that similarly represent an investment in underlying levered portfolios), finance leases and the Borrower’s investments in any Excluded Assets Asset shall be 0%; and
(hg) if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (hg), 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 until such time as such Portfolio Investment has been Delivered (as defined in 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, 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 the longest period of (ix) 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, (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 reductions. For purposes of the extent the Borrowing Base is required to be reduced to comply categorization of each Portfolio Investment in accordance with this Section 5.13, the Borrower amount of any “first lien debt” or EBITDA with respect to any Portfolio Investment shall be permitted to choose determined using the Portfolio Investments to be excluded from most recent quarterly valuation determined in accordance with the Borrowing Base to effect such reductionValuation Policy. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Blackstone / GSO Secured Lending Fund)
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 products obtained by multiplying (x) Advance Rates of the Value of each Portfolio Investment in (excluding any cash held by the Collateral Pool Administrative Agent pursuant to the extent the Borrower elects to include such Portfolio Investment in the Borrowing Base (the aggregate Value of all such Portfolio Investments in this clause (xSection 2.05(k), 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the applicable Advance Rate for such Portfolio Investment, provided that:
(ai) if, as of such date, the Relevant Asset Coverage Ratio is (iA) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base (other than Cash and Cash Equivalents) of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; (iiB) less than 2.00:1.00 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 (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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; Rate or (iiiC) less than 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base (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 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate;
(bii) if, as of such date, the Relevant Asset Coverage Ratio is (iA) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base (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 12% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%; (iiB) less than 2.00:1.00 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 (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 10% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base Collateral Pool shall be 0%; % or (iiiC) less than 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base (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 8% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
(ciii) if, as of such date, the Relevant Asset Coverage Ratio is (iA) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base (other than Cash and Cash Equivalents) in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 25% figure shall be increased to 30%, (iiB) less than 2.00:1.00 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 (other than Cash and Cash Equivalents) in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%, provided that, with respect to Portfolio Investments in the Collateral Pool 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%, or (iiiC) less than 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base (other than Cash and Cash Equivalents) in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
(div) if, as of such date, the Relevant Asset Coverage Ratio is (iA) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the Borrowing 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, (iiB) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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 (iiiC) less than 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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;
(ev) if, as of such date, the Relevant Asset Coverage Ratio is (iA) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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; investments or (iiB) less than 1.75:1.001.75:1:00, the Advance Rate applicable to the that portion of the Borrowing aggregate Value of the Borrower’s investments in 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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(hvi) if, as of such date, (i)(AA)(1) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (ha)(vi), the “Gross Borrowing Base”) is less than 1.5 times the Senior Debt Amount and (B2) 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, (B)(1) the Gross Borrowing Base is less than 1.5 times the Senior Debt Amount and (2) 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, (C)(1) the Gross Borrowing Base is greater than or equal to 1.5 times the Senior Debt Amount and (2) 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 6040% of the Covered Debt Amount, Amount or (ii)(AD)(1) the Gross Borrowing Base is less greater than or equal to 1.5 times the Senior Debt Amount and (B2) 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 7560% of the Covered Debt Amount or Amount;
(iii)(Avii) the Gross Borrowing Base is greater than or equal to 1.5 times the Senior Debt Amount and (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 (other than Cash and Cash Equivalents) attributable to Venture Loans exceeding 30% 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, then the Borrowing Base shall be reduced Advance Rate applicable to that portion of the extent necessary such that aggregate Value of the contribution of Senior Portfolio Investments (other than Cash and Cash Equivalents) attributable to the Borrowing Base may not be less than Venture Loans exceeding 25% of the Covered Debt Amount. 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 (other than Cash and Cash Equivalents) attributable to Venture Loans exceeding 20% of the aggregate Value of all Portfolio Investments in the Collateral Pool, shall be 0%;
(viii) 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%; and
(ix) 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 until such time as such Portfolio Investment has been Delivered (as defined in 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, 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 the longest period of (i) seven (7) 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 6566% 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, (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 reductions. For purposes of the extent the Borrowing Base is required to be reduced to comply categorization of each Portfolio Investment in accordance with this Section 5.13, the Borrower amount of any “first lien debt” or EBITDA with respect to any Portfolio Investment shall be permitted to choose determined using the Portfolio Investments to be excluded from most recent quarterly valuation determined in accordance with the Borrowing Base to effect such reduction. valuation procedures set forth in Section 5.12(b)(ii)(B).
(c) 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 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the applicable Advance Rate for such Portfolio Investment, provided that:
(a) 5.13.1. 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 of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 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 aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; Rate 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate;
(b) 5.13.2. 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 12% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 10% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base 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 Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 8% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
(c) 5.13.3. 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 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 25% [[60731336359722]] 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, 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 25%, 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 in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
(d) 5.13.4. 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) 5.13.5. 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) 5.13.6. no Participation Interest may be included in the Borrowing Base for more than ninety (90) days; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 5.13.7. the Advance Rate applicable to CLO Securities (or other investments that similarly represent an investment in underlying levered portfolios), finance leases and the Borrower’s investments in any Excluded Assets Asset shall be 0%;
5.13.8. 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; and
(h) 5.13.9. if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (hi), 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 [[60731336359722]] 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 until such time as such Portfolio Investment has been Delivered (as defined in 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 (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 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)) and Section 5(a)(vii) of the Restatement Agreement. 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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. For purposes of the categorization of each Portfolio Investment in accordance with this Section 5.13, the amount of any “first lien debt” or EBITDA with respect to any Portfolio Investment shall be determined using the most recent quarterly valuation determined in accordance with the Valuation Policy. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Blackstone Private 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 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the 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 Gross Eligible Borrowing Base of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 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 aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; Rate 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral 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 Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 12% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 10% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base 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 Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 8% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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, 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 25%, 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 in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) the Advance Rate applicable to CLO Securities (or other investments that similarly represent an investment in underlying levered portfolios), finance leases and the Borrower’s investments in any Excluded Assets 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; and
(hi) if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (hi), 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 until such time as such Portfolio Investment has been Delivered (as defined in 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 (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 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, (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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. For purposes of the categorization of each Portfolio Investment in accordance with this Section 5.13, the amount of any “first lien debt” or EBITDA with respect to any Portfolio Investment shall be determined using the most recent quarterly valuation determined in accordance with the Valuation Policy. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Blackstone Private 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 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the 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 Gross Eligible Borrowing Base of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 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 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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, 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 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 BaseCollateral 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 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 BaseCollateral 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 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 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 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 BaseCollateral 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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral 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 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 BaseCollateral 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 25%, 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 in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral 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 aggregate Value of Non-Core Investments included in the Borrowing Base 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 aggregate Value of Non-Core Investments included in the Borrowing Base 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 aggregate Value of Non-Core Investments included in the Borrowing Base 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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(h) 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 until such time as such Portfolio Investment has been Delivered (as defined in 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 (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 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, (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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (PGIM Private 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 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the applicable Advance Rate for such Portfolio Investment, provided that:
(ai) 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 of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 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 aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; Rate 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate;
(bii) 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 12% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 10% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base 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 Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 8% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
(ciii) 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 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 25% figure shall be increased to 30%, (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, [[60787996351539]] 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, 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 25%, 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 in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
(div) 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;
(ev) 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;
(fvi) no Participation Interest may be included in the Borrowing Base for more than ninety (90) days; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(gvii) the Advance Rate applicable to CLO Securities (or other investments that similarly represent an investment in underlying levered portfolios), finance leases and the Borrower’s investments in any Excluded Assets Asset shall be 0%;
(viii) 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; and
(hix) if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (hi), 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 [[60787996351539]] 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 until such time as such Portfolio Investment has been Delivered (as defined in 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 (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 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)) and Section 5(a)(vii) of the Restatement Agreement. 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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. For purposes of the categorization of each Portfolio Investment in accordance with this Section 5.13, the amount of any “first lien debt” or EBITDA with respect to any Portfolio Investment shall be determined using the most recent quarterly valuation determined in accordance with the Valuation Policy. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Blackstone Secured 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 products obtained by multiplying (x) of the Value of each Portfolio Investment in the Collateral Pool (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the extent the Borrower elects to include such Portfolio Investment in the Borrowing Base (the aggregate Value last paragraph 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 the limitations set forth in Sections 5.13(a) through (hSection 2.09(a)) and (y) the applicable Advance Rate for such Portfolio Investment, ; provided that:
(ai) if, as of such datethe date of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, 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 of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; (ii) less than 2.00:1.00 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; Rate or (iii) less than 1.75:1.001.75:1:00, 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 consolidated group of corporations DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780 or other entities in accordance with GAAP exceeding 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate;
(b) if, as of such datethe date of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 12% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%; (ii) less than 2.00:1.00 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 10% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base Collateral Pool shall be 0%; % or (iii) less than 1.75:1.001.75:1:00, 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 8% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
(c) if, as of such datethe date of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, 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 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 25% figure shall be increased to 30%, (ii) less than 2.00:1.00 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, 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 25%, or (iii) less than 1.75:1.001.75:1:00, 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, Collateral Pool shall be 0%;
(d) if, as of such datethe date of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the Borrowing 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 investmentsNon-Core Investments, (ii) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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 Non-Core Investments or (iii) less than 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in Non-Core Investments shall be 0% to the extent necessary so that no more than 5% of the Borrowing Base is attributable to such investmentsNon-Core Investments;
(e) if, as of such datethe date of determination, the Relevant Asset Coverage Ratio is (i) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780 portion of the Borrowing aggregate Value of the Borrower’s investments in 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; Investments or (ii) less than 1.75:1.001.75:1:00, the Advance Rate applicable to the that portion of the Borrowing aggregate Value of the Borrower’s investments in 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 investmentsInvestments;
(f) no Participation Interest may be included in the Borrowing Base for more than ninety (90) days; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(h) if, as of such datedate of determination, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (hf), 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 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 greater of the Covered Debt AmountAmount and the Borrowing Base, (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 greater of the Covered Debt Amount and the Borrowing Base, 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 greater of the Covered Debt Amount. No Portfolio Investment Amount and the Borrowing Base; and
(g) no Participation Interest may be included in the Borrowing Base until such time as such Portfolio Investment has been Delivered for more than ninety (as defined in the Guarantee and Security Agreement90) 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 (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 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, (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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reductiondays. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Bain Capital Specialty 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 products obtained by multiplying (x) Advance Rates of 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the 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 2.00:1.002.00:1:00, 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 of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; (ii) less than 2.00:1.00 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; Rate or (iii) less than 1.75:1.001.75:1:00, 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral 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 2.00:1.002.00:1:00, 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 12% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%; (ii) less than 2.00:1.00 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 10% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base Collateral Pool shall be 0%; % or (iii) less than 1.75:1.001.75:1:00, 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 8% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
(c) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, 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 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 25% figure shall be increased to 30%, (ii) less than 2.00:1.00 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, Collateral Pool shall be 0%, provided that, with respect to Portfolio Investments in the Collateral Pool 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%, or (iii) less than 1.75:1.001.75:1:00, 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, Collateral Pool shall be 0%;
(d) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the Borrowing 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, (ii) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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; investments or (ii) less than 1.75:1.001.75:1:00, the Advance Rate applicable to the that portion of the Borrowing aggregate Value of the Borrower’s investments in 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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) the Advance Rate applicable to CLO Securities (or other investments that similarly represent an investment in underlying levered portfolios), finance leases and the Borrower’s investments in any Excluded Assets Asset shall be 0%; and
(hg) if, as of such date, (i)(Ai) (A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (hg), 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 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)(Aii) (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)(Aiii) (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 until such time as such Portfolio Investment has been Delivered (as defined in 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, 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 the longest period of (i) seven (7) days 5 Business 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, (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 reductions. For purposes of the extent the Borrowing Base is required to be reduced to comply categorization of each Portfolio Investment in accordance with this Section 5.13, the Borrower amount of any “first lien debt” or EBITDA with respect to any Portfolio Investment shall be permitted to choose determined using the Portfolio Investments to be excluded from most recent quarterly valuation determined in accordance with the Borrowing Base to effect such reductionValuation Policy. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Franklin BSP 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 products obtained by multiplying (x) of 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 aggregate Value Administrative Agent pursuant to Section 2.05(k) or the last paragraph 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 the limitations set forth in Sections 5.13(a) through (hSection 2.09(a)) and (y) the applicable Advance Rate for such Portfolio Investment, ; provided that:
(a) (i) if, as of such datedate of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, 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 of corporations or other entities in accordance with GAAP (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments included in the Gross Eligible Borrowing Base, shall be 50% of the otherwise applicable Advance Rate; (ii) less than 2.00:1.00 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 5% of the aggregate Value of all Portfolio Investments included in the Gross Eligible Borrowing Base, shall be 50% of the otherwise applicable Advance Rate; Rate or (iii) less than 1.75:1.001.75:1:00, 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 4% of the aggregate Value of all Portfolio Investments included in the Gross Eligible Borrowing Base, shall be 50% of the otherwise applicable Advance Rate;
(b) if, as of such datedate of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, 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 included in the Gross Eligible Borrowing Base, Base shall be 0%; (ii) less than 2.00:1.00 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 included in the Gross Eligible Borrowing Base shall be 0%; % or (iii) less than 1.75:1.001.75:1:00, 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 included in the Gross Eligible Borrowing Base, Base shall be 0%;; 121
(c) if, as of such datedate of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, 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 25% of the aggregate Value of all Portfolio Investments included in the Gross Eligible Borrowing Base, 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 25% figure shall be increased to 30%, (ii) less than 2.00:1.00 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 included in the Gross Eligible Borrowing Base, 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 25%, or (iii) less than 1.75:1.001.75:1:00, 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 included in the Gross Eligible Borrowing Base, Base shall be 0%;
(d) if, as of such datedate of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the Borrowing 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 investmentsNon-Core Investments, (ii) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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 Non-Core Investments or (iii) less than 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in Non-Core Investments shall be 0% to the extent necessary so that no more than 5% of the Borrowing Base is attributable to such investmentsNon-Core Investments;
(e) if, as of such date, the Relevant Asset Coverage Ratio is (i) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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; Investments or (ii) less than 1.75:1.001.75:1:00, the Advance Rate applicable to the that portion of the Borrowing aggregate Value of the Borrower’s investments in 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 investmentsInvestments;
(f) no Participation Interest may be included in the Borrowing Base for more than ninety (90) days; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(h) if, as of such datedate of determination, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (hf), 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 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 122 Debt Amount 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 ;
(g) no Participation Interest may be included in the Borrowing Base until such time as such Portfolio Investment has been Delivered for more than ninety (as defined in 90) days; and
(h) 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 Value 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 that portion of perfection with a higher priority is possible), such Portfolio Investment may be Joint Venture Investments 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 65exceeds 10% of the issued and outstanding voting stock aggregate Value of such Controlled Foreign Corporation shall not be all Portfolio Investments 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, (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 is required to shall be reduced to comply with $0. As used in this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Bain Capital Private Credit)
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 obtained by multiplying (x) the Value of each Portfolio Investment in the Collateral Pool (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the extent the Borrower elects to include such Portfolio Investment in the Borrowing Base (the aggregate Value last paragraph 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 the limitations set forth in Sections 5.13(a) through (hSection 2.09(a)) and (y) the applicable Advance Rate for such Portfolio Investment, ; provided that:
(a) if, as of such date, the Relevant Consolidated 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 of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 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 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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, 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 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 142 Revolving Credit and Term Loan Agreement Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate;
; (b) if, as of such date, the Relevant Consolidated 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, 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 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 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 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, Collateral Pool shall be 0%;
; (c) if, as of such date, the Relevant Consolidated 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 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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, 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 25%, 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 in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
; (d) if, as of such date, the Relevant Consolidated Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of Non-Core Investments included in the Borrowing Base 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 aggregate Value of Non-Core Investments included in the Borrowing Base 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 aggregate Value of Non-Core Investments included in the Borrowing Base 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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(h) 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 until such time as such Portfolio Investment has been Delivered (as defined in 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 unless the Collateral Agent has maintains a first-priority first priority, perfected security interest pursuant Lien (subject to a valid Uniform Commercial Code filing (Permitted Liens) on such 143 Revolving Credit 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 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 Term 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, (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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Nuveen Churchill Direct 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 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the applicable Advance Rate for such Portfolio Investment, provided that:
(ai) 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 of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 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 aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; Rate 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate;
(bii) 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 12% of the aggregate Value [[6423235v.9]] of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 10% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base 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 Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 8% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
(ciii) 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 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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, 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 25%, 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 in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
(div) 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;
(ev) 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;; [[6423235v.9]]
(fvi) no Participation Interest may be included in the Borrowing Base for more than ninety (90) days; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(gvii) the Advance Rate applicable to CLO Securities (or other investments that similarly represent an investment in underlying levered portfolios), finance leases and the Borrower’s investments in any Excluded Assets Asset shall be 0%;
(viii) 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; and
(hix) if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (hi), 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 until such time as such Portfolio Investment has been Delivered (as defined in 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 (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 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. [[6423235v.9]] 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)) and Section 5(a)(vii) of the Restatement Agreement. 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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. For purposes of the categorization of each Portfolio Investment in accordance with this Section 5.13, the amount of any “first lien debt” or EBITDA with respect to any Portfolio Investment shall be determined using the most recent quarterly valuation determined in accordance with the Valuation Policy. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Blackstone Secured 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 products obtained by multiplying (x) the Value of each Portfolio Investment in the Collateral Pool (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the extent the Borrower elects to include such Portfolio Investment in the Borrowing Base (the aggregate Value last paragraph 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 the limitations set forth in Sections 5.13(a) through (hSection 2.09(a)) and (y) the applicable Advance Rate for such Portfolio Investment, ; provided that:
: (a) if, as of such date, the Relevant Consolidated 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 of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 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 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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, 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 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 BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate;
; (b) if, as of such date, the Relevant Consolidated 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, 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 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 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 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, Collateral Pool shall be 0%;
; (c) if, as of such date, the Relevant Consolidated 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 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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, 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 130 Revolving Credit Agreement 25%, 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 in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
; (d) if, as of such date, the Relevant Consolidated Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of Non-Non- Core Investments included in the Borrowing Base 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 aggregate Value of Non-Core Investments included in the Borrowing Base 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 aggregate Value of Non-Core Investments included in the Borrowing Base shall be 0% to the extent necessary so that no more than 5% of the Borrowing Base is attributable to such investments;
; (e) 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 defined in 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; (f) 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 Performing Cash Pay High Yield Securities, Performing Cash Pay Mezzanine Investments and Non-Core Investments included in the Borrowing Base 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 Performing Cash Pay High Yield Securities, Performing Cash Pay Mezzanine Investments and Non-Core Investments included in the Borrowing Base shall be 0% to the extent necessary so that no more than 20% of the Borrowing Base is attributable to such investments;
; (fg) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no Participation Interest may event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base for more than ninety (90) daysBase); provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(h) if, as the portion of such date, (i)(A) the Borrowing Base (without giving effect attributable to any adjustment required pursuant to this paragraph (h), Non-Performing Portfolio Investments shall not exceed 10% and 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 portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall be reduced to not exceed 5%; (i) the extent necessary such that the contribution portion of Senior Investments to the Borrowing Base may 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 be less than 60exceed 5% without the consent 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 until such time as such Portfolio Investment has been Delivered (as defined in 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; 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 (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 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, (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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. As used herein, the following terms have the following meanings:and
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Nuveen Churchill Direct 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 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the applicable Advance Rate for such Portfolio Investment, provided that:
(a) 1. 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 [[DMS:5463132v3:06/29/2020--06:10 PM]] [[5531905v.2]] Base of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 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 aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; Rate 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate;
(b) 2. 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 12% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 10% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base 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 Gross Eligible Borrowing Base of all issuers in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 8% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
(c) 3. 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 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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, 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 [[DMS:5463132v3:06/29/2020--06:10 PM]] [[5531905v.2]] Agent, such 20% 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 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, Collateral Pool shall be 0%;
(d) 4. 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) 5. 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) 6. no Participation Interest may be included in the Borrowing Base for more than ninety (90) days; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 7. the Advance Rate applicable to CLO Securities (or other investments that similarly represent an investment in underlying levered portfolios), finance leases and the Borrower’s investments in any Excluded Assets Asset shall be 0%;
8. 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; and
(h) 9. if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (hi), 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 [[DMS:5463132v3:06/29/2020--06:10 PM]] [[5531905v.2]] 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 until such time as such Portfolio Investment has been Delivered (as defined in 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 (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 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)) and Section 5(a)(vii) of the Restatement Agreement. 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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. For purposes of the categorization of each Portfolio Investment in accordance with this Section 5.13, the amount of any “first lien debt” or EBITDA with respect to any Portfolio Investment shall be determined using the most recent quarterly valuation determined in accordance with the Valuation Policy. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Blackstone Secured 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 products obtained by multiplying (x) Advance Rates of the Value of each Portfolio Investment in the Collateral Pool (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the extent the Borrower elects to include such Portfolio Investment in the Borrowing Base (the aggregate Value last paragraph of all such Portfolio Investments in this clause (xSection 2.09(a), 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the applicable Advance Rate for such Portfolio Investment, provided that:
(a) (i) if, as of such datethe date of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, 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 of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; (ii) less than 2.00:1.00 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; Rate or (iii) less than 1.75:1.001.75:1:00, 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate;
(b) if, as of such datethe date of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 12% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%; (ii) less than 2.00:1.00 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 10% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base Collateral Pool shall be 0%; % or (iii) less than 1.75:1.001.75:1:00, 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 8% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
(c) if, as of such datethe date of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, 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 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 25% figure shall be increased to 30%, (ii) less than 2.00:1.00 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, 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 25%, or (iii) less than 1.75:1.001.75:1:00, 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, Collateral Pool shall be 0%;
(d) if, as of such datethe date of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the Borrowing 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 investmentsNon-Core Investments, (ii) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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 Non-Core Investments or (iii) less than 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in Non-Core Investments shall be 0% to the extent necessary so that no more than 5% of the Borrowing Base is attributable to such investmentsNon-Core Investments;
(e) if, as of such datethe date of determination, the Relevant Asset Coverage Ratio is (i) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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; Investments or (ii) less than 1.75:1.001.75:1:00, the Advance Rate applicable to the that portion of the Borrowing aggregate Value of the Borrower’s investments in 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 investmentsInvestments;
(f) no Participation Interest may be included in the Borrowing Base for more than ninety (90) days; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(h) 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 (Bi) the Relevant Asset Coverage Ratio is less than 2.00:1.00 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, Amount or (ii)(A) the Gross Borrowing Base is less than 1.5 times the Senior Debt Amount and (Bii) 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 Amount; and
(iii)(Ag) the Gross Borrowing Base is Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments subject to any participation interest for 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 90 days 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 until such time as such Portfolio Investment has been Delivered (as defined in 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 (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 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, (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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction0%. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Bain Capital Specialty 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 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the 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 Gross Eligible Borrowing Base of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 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 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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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;
(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 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%;
(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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% 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 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 25%, 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 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%;
(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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) the Advance Rate applicable to CLO Securities and other Structured Finance Obligations (or other investments that similarly represent an investment in underlying levered portfolios), finance leases and investments in Excluded Assets shall be 0%; and
(h) 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 For the avoidance of doubt, no Portfolio Investment may be included in the Borrowing Base until such time as unless such Portfolio Investment has been Delivered (as defined is in 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 (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 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 discretionPool. 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 VIISection 7.01(p). 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, (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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (BlackRock Private 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 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the 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 Gross Eligible Borrowing Base of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments included in the Gross Eligible Borrowing Base, shall be 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 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 5% of the aggregate Value of all Portfolio Investments included in the Gross Eligible Borrowing Base, 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 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 included in the Gross Eligible Borrowing Base, 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 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 included 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 included 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 included in the Gross Eligible Borrowing Base, 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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments included 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 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 included 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 25%, 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 in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments included in the Gross Eligible Borrowing Base, 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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) the Advance Rate applicable to CLO Securities (or other investments that similarly represent an investment in underlying levered portfolios), finance leases and the Borrower’s investments in any Excluded Assets Asset shall be 0%; and
(h) 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 AmountBorrowing Base, (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 Borrowing Base 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 AmountBorrowing Base. No For the avoidance of doubt, no Portfolio Investment may be included in the Borrowing Base until such time as unless such Portfolio Investment has been Delivered (as defined is in 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 (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 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 discretionPool. 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 VIISection 7.01(p). 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, (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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Lord Abbett Private 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 products obtained by multiplying (x) Advance Rates of 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the 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 2.00:1.002.00:1:00, 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 of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; (ii) less than 2.00:1.00 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 50% of the otherwise applicable Advance Rate; Rate or (iii) less than 1.75:1.001.75:1:00, 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral 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 2.00:1.002.00:1:00, 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 12% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%; (ii) less than 2.00:1.00 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 10% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base Collateral Pool shall be 0%; % or (iii) less than 1.75:1.001.75:1:00, 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 consolidated group of corporations or other entities in accordance with GAAP exceeding 8% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
(c) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, 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 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 25% figure shall be increased to 30%, (ii) less than 2.00:1.00 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, Collateral Pool shall be 0%, provided that, with respect to Portfolio Investments in the Collateral Pool 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%, or (iii) less than 1.75:1.001.75:1:00, 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, Collateral Pool shall be 0%;
(d) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the Borrowing 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, (ii) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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; investments or (ii) less than 1.75:1.001.75:1:00, the Advance Rate applicable to the that portion of the Borrowing aggregate Value of the Borrower’s investments in 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 the Advance Rate applicable to the Borrower’s investments in the Borrowing Base for more than ninety (90) days; provided, however that such ninety (90) day period any Excluded Asset shall be reduced to thirty (30) days for the Initial Participation Interests0%;
(g) the Advance Rate applicable to CLO Securities (or other investments that similarly represent an investment in underlying levered portfolios), finance leases and portion of the aggregate Value of the Borrower’s investments in Excluded Assets 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; and
(h) 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 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 until such time as such Portfolio Investment has been Delivered (as defined in 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, 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 the longest period of (i) seven (7) 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)(i4.01(i), 5.01(d), 5.01(e) and 6.05(d). 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 reductions. For purposes of the extent the Borrowing Base is required to be reduced to comply categorization of each Portfolio Investment in accordance with this Section 5.13, the Borrower amount of any “first lien debt” or EBITDA with respect to any Portfolio Investment shall be permitted to choose determined using the Portfolio Investments to be excluded from most recent quarterly valuation determined in accordance with the Borrowing Base to effect such reductionValuation Policy. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured 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 products obtained by multiplying (x) the Value of each Portfolio Investment in the Collateral Pool (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the extent the Borrower elects to include such Portfolio Investment in the Borrowing Base (the aggregate Value last paragraph 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 the limitations set forth in Sections 5.13(a) through (hSection 2.09(a)) and (y) the applicable Advance Rate for such Portfolio Investment, ; provided that:
: (a) if, as of such date, the Relevant Consolidated 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 of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 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 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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, 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 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 BaseCollateral 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 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%;
(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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% 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 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 25%, 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 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%;
(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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(h) 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 until such time as such Portfolio Investment has been Delivered (as defined in 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 (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 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, (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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Nuveen Churchill Direct 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 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the 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 Gross Eligible Borrowing Base of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 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 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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, 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 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 BaseCollateral 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 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, 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 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 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 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, 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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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, 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 25%, 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 in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) the Advance Rate applicable to CLO Securities (or other investments that similarly represent an investment in underlying levered portfolios), finance leases and the Borrower’s investments in any Excluded Assets 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
(hj) if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (hj), 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 AmountAmountBorrowing Base, (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 AmountBorrowing Base 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 AmountAmountBorrowing Base. No NoFor the avoidance of doubt, no Portfolio Investment may be included in the Borrowing Base until such time as asunless such Portfolio Investment has been Delivered (as defined in 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 (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 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 discretiondiscretionis in the Collateral Pool. 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 (pSection 7.01(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, (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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: 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 products obtained by multiplying (x) Advance Rates of the Value of each Portfolio Investment in (excluding any Cash Collateral held by the Collateral Pool Administrative Agent pursuant to Section 2.05(k) or the extent last paragraph of Section 2.09(a)); provided that, solely for purposes of clauses (a), (b) and (c) below, and (x) for the Borrower elects to include such Portfolio Investment in period from the Borrowing Base (Effective Date through and including January 17, 2023, “the aggregate Value of all such Portfolio Investments in this clause (x), the Collateral Pool” shall instead be “Gross Eligible Borrowing Base”; provided that no the greater of $200,000,000 and the aggregate Value of all Portfolio Investment will be deemed included Investments in the Gross Eligible Borrowing Base unless such Portfolio Investment is eligible for a non-zero Advance Rate without regard to the limitations set forth in Sections 5.13(a) through (h)) Collateral Pool” and (y) the applicable Advance Rate for such Portfolio Investment, thereafter shall be as written below; provided further 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 Gross Eligible Borrowing Base of all issuers in a consolidated group of corporations or other entities in accordance with GAAP (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries), shall be 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 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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries), shall be 50% of the otherwise applicable Advance Rate; Rate 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 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries), 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 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 BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries) 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 Collateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries) 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 BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries) 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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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 22.5% 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 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 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 Gross Eligible Borrowing Base, 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 2522.5%;
(d) if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (d), 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 portion of the Borrowing Base attributable to Senior 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 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 portion of the Borrowing Base attributable to Senior Investments is not less than 75% of the Covered Debt Amount or (iiiiii)(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 portion of the Borrowing Base attributable to Senior Investments is not less than 25% of the Covered Debt Amount;
(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 aggregate Borrowing Value of Junior Investments and Non-Core Investments shall be 0% to the Portfolio Investments included in extent necessary so that no more than 30% of the Gross Eligible Borrowing Base in any single Industry Classification Group 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 exceeds no more than 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 0%Base is attributable to such investments;
(df) 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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(h) 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 no Portfolio Investment may be included in the Borrowing Base until unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such time as Portfolio Investment and such Portfolio Investment has been Delivered (as defined 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; provided that, notwithstanding ;
(h) the foregoing, in the case portion 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 attributable to complete “Delivery” are satisfied within the longest period of Portfolio Investments invested in a Permitted Foreign Jurisdiction shall not exceed (i) seven (7) days of such inclusion, 10% and (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, jurisdiction outside of the failure to Deliver (as defined in the Guarantee and Security Agreement) any Portfolio Investment or other Collateral United States shall not be a Default or Event exceed 0%, in each case of Default, except for any failure that would constitute an Event of Default under this clause (p) of Article VII. Voting stock of any Controlled Foreign Corporation in excess of 65% h), without the consent of the issued and outstanding voting stock of such Controlled Foreign Corporation shall not be included as a Portfolio Investment for purposes of calculating Required Lenders;
(i) 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, (a) to avoid double-counting of excess concentrations, any Advance Rate reductions set forth under this Section 5.13 applicable to that portion of the aggregate Value of the Borrower’s Portfolio Investments in Lien Restricted Investments shall be without duplication of any other such Advance Rate reductions and (b) 0% to the extent necessary so that no more than 2% of the Borrowing Base is attributable to such investments; and
(j) the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s Portfolio Investments in Eligible Participation Interests shall be 0% to the extent necessary so that no more than 10% of the Borrowing Base is attributable to such investments. To the extent any Portfolio Investment is required to be reduced 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 Investments, or portions of such Portfolio Investments, to be excluded from the Borrowing Base so removed to effect such reductioncompliance. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a 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 products obtained by multiplying (x) the Value of each Eligible Portfolio Investment in (excluding any cash held by the Collateral Pool Administrative Agent pursuant to the extent the Borrower elects to include such Portfolio Investment in the Borrowing Base (the 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 the limitations set forth in Sections 5.13(a) through (hSection 2.04(k)) and by (y) the applicable Advance Rate for such Portfolio Investment, Rate; provided that:
(a) if, as the Advance Rate applicable to the aggregate Value of such date, all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Relevant Asset Coverage Ratio Borrowing Base is composed entirely of Eligible Portfolio Investments issued by fewer than 20 different issuers;
(ib) greater than or equal to 2.00:1.00, 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 Gross Eligible 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 of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 67.5% of the Total Eligible Portfolio of the Total Eligible Portfolio shall be 0%; provided that at any time the Consolidated Asset Coverage Ratio is less than 175%, the Advance Rate applicable to that portion of the aggregate Value fair value of 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 Investments shall be 0%; 000000000000.00.XXXXXXXX US\20318313.19
(c) the Advance Rate applicable to that portion of the Total Eligible Portfolio issued by Portfolio Companies in the Gross same Industry Classification Group that exceeds (x) 20% of the Total Eligible Borrowing BasePortfolio for each of the Two Largest Industry Classification Groups, and (y) 15% of the Total Eligible Portfolio for any other industry sector, shall be 50% of the otherwise applicable Advance Rate; 0%;
(iid) 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 5that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or Performing First Lien Bank Loans that exceeds 30% of the aggregate Value of all Total Eligible Portfolio Investments in the Gross Eligible Borrowing Base, shall be 50% of the otherwise applicable Advance Rate; or 0%;
(iiie) 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 4that are Performing Mezzanine Investments, Performing High Yield Securities, Performing PIK Obligations and Performing DIP Loans that exceeds 20% of the aggregate Value of all Total Eligible Portfolio Investments in the Gross Eligible Borrowing Base, shall be 50% of the otherwise applicable Advance Rate0%;
(bf) 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 12that are Performing PIK Obligations that exceeds 5% of the aggregate Value of all Total Eligible Portfolio Investments in the Gross Eligible Borrowing Base, shall be 0%; ;
(iig) 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 that are Performing DIP Loans that exceeds 10% of the aggregate Value of all Total Eligible Portfolio Investments in the Gross Eligible Borrowing Base shall be 0%; or ;
(iiih) 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 8that are Performing Covenant-Lite Loans (excluding, for clarity, Broadly Syndicated Loans) that exceeds 10% of the aggregate Value of all Total Eligible Portfolio Investments in the Gross Eligible Borrowing Base, shall be 0%;; and
(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 that are investments in the Gross Eligible Borrowing Base in any single Industry Classification Group Permitted Foreign Jurisdiction Portfolio Investments that exceeds 25120% of the aggregate Value of all Total Eligible Portfolio Investments in the Gross Eligible Borrowing Base, shall be 0%. For all purposes of this Section 5.13, provided that, with respect to (A) all issuers of Eligible Portfolio Investments in that are Affiliates of one another shall be treated as a single Industry Classification Group from time to time designated by issuer (unless such issuers are Affiliates of one another solely because they are under the Borrower to the Administrative 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 common Control 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 25%, same private equity sponsor or (iiisimilar sponsor) 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 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%;
(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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(h) 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 until such time as such Portfolio Investment has been Delivered (as defined in 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 (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 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, (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 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 excluded from the Borrowing Base so removed to effect such reduction. 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, (ii) such Investment is Transferable and (iii) such Investment meets all of the 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 products obtained by multiplying (x) Advance Rates of the Value of each Portfolio Investment in (excluding any Cash Collateral held by the Collateral Pool Administrative Agent pursuant to Section 2.05(k) or the extent last paragraph of Section 2.09(a)); provided that, solely for purposes of clauses (a), (b) and (c) below, and (x) for the Borrower elects to include such Portfolio Investment in period from the Borrowing Base (Effective Date through and including January 17, 2023, “the aggregate Value of all such Portfolio Investments in this clause (x), the Collateral Pool” shall instead be “Gross Eligible Borrowing Base”; provided that no the greater of $200,000,000 and the aggregate Value of all Portfolio Investment will be deemed included Investments in the Gross Eligible Borrowing Base unless such Portfolio Investment is eligible for a non-zero Advance Rate without regard to the limitations set forth in Sections 5.13(a) through (h)) Collateral Pool” and (y) the applicable Advance Rate for such Portfolio Investment, thereafter shall be as written below; provided further 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 Gross Eligible Borrowing Base of all issuers in a consolidated group of 767537780768227557 corporations or other entities in accordance with GAAP (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries), shall be 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 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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries), shall be 50% of the otherwise applicable Advance Rate; Rate 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 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries), 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 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 BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries) 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 Collateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries) 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 BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries) 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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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 22.5% 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 22.5% figure shall be increased to 25%, or (iii) less than 1.75:1.00, the Advance Rate applicable to that portion 767537780768227557 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 Gross Eligible Borrowing Base, 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 2522.5%;
(d) if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (d), 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 portion of the Borrowing Base attributable to Senior Investments is not less than 60% of the Covered Debt AmountBorrowing Base, (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 portion of the Borrowing Base attributable to Senior Investments is not less than 75% of the Covered Debt AmountBorrowing Base or (iiiiii)(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 portion of the Borrowing Base attributable to Senior Investments is not less than 25% of the Covered Debt AmountBorrowing Base;
(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 aggregate Borrowing Value of Junior Investments and Non-Core Investments shall be 0% to the Portfolio Investments included in extent necessary so that no more than 30% of the Gross Eligible Borrowing Base in any single Industry Classification Group 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 exceeds no more than 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 0%Base is attributable to such investments;
(df) 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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(h) 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 no Portfolio Investment may be included in the Borrowing Base until unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such time as Portfolio Investment and such Portfolio Investment has been Delivered (as defined 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; provided that, notwithstanding the foregoing, in the case of any Portfolio Investment in which 767537780768227557
(h) the Collateral Agent has a first-priority perfected security interest pursuant to a valid Uniform Commercial Code filing (and for which no other method portion of perfection with a higher priority is possible), such Portfolio Investment may be included in the Borrowing Base so long as all remaining actions attributable to complete “Delivery” are satisfied within the longest period of Portfolio Investments invested in a Permitted Foreign Jurisdiction shall not exceed (i) seven (7) days of such inclusion, 10% and (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, jurisdiction outside of the failure to Deliver (as defined in the Guarantee and Security Agreement) any Portfolio Investment or other Collateral United States shall not be a Default or Event exceed 0%, in each case of Default, except for any failure that would constitute an Event of Default under this clause (ph), without the consent of the Required Lenders;
(i) the Advance Rate applicable to that portion of Article VII. Voting stock the aggregate Value of any Controlled Foreign Corporation the Borrower’s Portfolio Investments in excess of 65Lien Restricted Investments shall be 0% to the extent necessary so that no more than 2% of the issued and outstanding voting stock Borrowing Base is attributable to such investments; and
(j) the Advance Rate applicable to that portion of such Controlled Foreign Corporation the aggregate Value of the Borrower’s Portfolio Investments in Eligible Participation Interests shall not be included as a Portfolio Investment for purposes 0% to the extent necessary so that no more than 10% of calculating the Borrowing BaseBase is attributable to such investments. 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 ToFor the avoidance of doubt, (a) to avoid double-counting of excess concentrations, any Advance Rate reductions set forth under this in Section 5.13 shall be without duplication of any other such Advance Rate reductions and (b) to the extent the Borrowing Base any Portfolio Investment is required to be reduced 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 Investments, or portions of such Portfolio Investments, to be excluded from the Borrowing Base so removed to effect such reductioncompliance. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a 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 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 (the 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the 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 Gross Eligible Borrowing Base of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, shall be 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 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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool, 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 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 BaseCollateral 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 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, 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 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 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 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, 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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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 747507610 22702620 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, 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 25%, 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 in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) the Advance Rate applicable to CLO Securities (or other investments that similarly represent an investment in underlying levered portfolios), finance leases and the Borrower’s investments in any Excluded Assets 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
(hj) if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (hj), 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 747507610 22702620 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 until such time as such Portfolio Investment has been Delivered (as defined in 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 (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 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, (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 is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: 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 products obtained by multiplying (x) Advance Rates of the Value of each Portfolio Investment in (excluding any cash held by the Collateral Pool Administrative Agent pursuant to the extent the Borrower elects to include such Portfolio Investment in the Borrowing Base (the aggregate Value of all such Portfolio Investments in this clause (xSection 2.05(k), 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 the limitations set forth in Sections 5.13(a) through (h)) and (y) the 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 2.00:1.002.00:1:00, 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 (other than Merx Aviation Finance LLC (“Merx”)) in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 50% of the otherwise applicable Advance Rate; , (ii) less than 2.00:1.00 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 (other than Merx) in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 50% of the otherwise applicable Advance Rate; Rate or (iii) is less than 1.75:1.001.75:1:00, 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 (other than Merx) in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 2.00:1.002.00:1:00, 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 (other than Merx) in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 12% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%; , (ii) less than 2.00:1.00 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 (other than Merx) in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 10% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base Collateral Pool shall be 0%; % or (iii) less than 1.75:1.001.75:1:00, 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 (other than Merx) in a Consolidated Group consolidated group of corporations or other entities in accordance with GAAP exceeding 8% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
(c) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments Obligors’ investments in Merx included in the Gross Eligible Borrowing Base and any other issuers in any single Industry Classification Group that exceeds 25the same consolidated group of corporations or other entities, as Merx, in accordance with GAAP exceeding 15% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 25% figure shall be increased to 30%, ; (ii) less than 2.00:1.00 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 Obligors’ investments in Merx included in the Gross Eligible Borrowing Base and any other issuers in any single Industry Classification Group that exceeds 20the same consolidated group of corporations or other entities, as Merx, in accordance with GAAP exceeding 12.5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 25%, or (iii) less than 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments Obligors’ investments in Merx included in the Gross Eligible Borrowing Base and any other issuers in any single Industry Classification Group that exceeds 20the same consolidated group of corporations or other entities, as Merx, in accordance with GAAP exceeding 10% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, Collateral Pool shall be 0%;
(d) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Obligors’ investments included in the Borrowing Base 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, (ii) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Obligors’ investments included in the Borrowing Base in 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 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Obligors’ investments included in the Borrowing Base in 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) 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 25% of the aggregate Value of 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, such 25% 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 aggregate Value of all Portfolio Investments in the Collateral Pool as of the end of the most recent quarter, the Advance Rate applicable to such excess Value shall be 0%, (ii) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of Junior 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 the Collateral Pool 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%, 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 in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%;
(f) no Portfolio Investment may be included in the Borrowing Base until such time as such Portfolio Investment has been Delivered (as defined in 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, such Portfolio Investment may be included in the Borrowing Base so long as all remaining actions to 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 outstanding voting stock of such Controlled Foreign Corporation shall not be included as a Portfolio Investment for purposes of calculating the Borrowing Base);
(g) the Advance Rate applicable to the Borrower’s investments (other than Lien Restricted Investments) in any Unrestricted Subsidiary and Non-Consolidated Subsidiary shall be 0%;
(h) the Advance Rate applicable to that portion of the aggregate Value of the Obligors’ 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;
(i) the Advance Rate applicable to that portion of the aggregate Value of the Obligors’ investments in First Lien Life Sciences Bank Loans included in the Borrowing Base exceeding 15% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%;
(j) 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 aggregate Value of the Obligors’ investments included in the Borrowing Base in Non-Core Investments and Junior Investments shall be 0% to the extent necessary so that no more than 30% of the Borrowing Base is attributable to such investments; investments or (ii) less than 1.75:1.001.75:1:00, the Advance Rate applicable to the that portion of the Borrowing aggregate Value of Junior Investments and the Obligors’ investments included in the Borrowing Base in Non-Core Investments and Junior 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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(hk) if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (hk), 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 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, (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 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 25% of the Covered Debt Amount or (iii)(Aiv)(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 2550% of the Covered Debt Amount. No Portfolio Investment may be included in the Borrowing Base until such time as such Portfolio Investment has been Delivered (as defined in 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 (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 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, (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 reductions. For purposes of the extent the Borrowing Base is required to be reduced to comply categorization of each Portfolio Investment in accordance with this Section 5.13, the Borrower amount of any “first lien debt” or EBITDA with respect to any Portfolio Investment shall be permitted to choose determined using the Portfolio Investments to be excluded from most recent quarterly valuation determined in accordance with the Borrowing Base to effect such reductionValuation Policy. 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 products obtained by multiplying (x) of 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 aggregate Value Administrative Agent pursuant to Section 2.05(k) or the last paragraph 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 the limitations set forth in Sections 5.13(a) through (hSection 2.09(a)) and (y) the applicable Advance Rate for such Portfolio Investment, ; provided that:
(a) (i) if, as of such datedate of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, 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 of corporations or other entities in accordance with GAAP (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments included in the Gross Eligible Borrowing Base, shall be 50% of the otherwise applicable Advance Rate; (ii) less than 2.00:1.00 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 5% of the aggregate Value of all Portfolio Investments included in the Gross Eligible Borrowing Base, shall be 50% of the otherwise applicable Advance Rate; Rate or (iii) less than 1.75:1.001.75:1:00, 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 4% of the aggregate Value of all Portfolio Investments included in the Gross Eligible Borrowing Base, shall be 50% of the otherwise applicable Advance Rate;
(b) if, as of such datedate of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, 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 included in the Gross Eligible Borrowing Base, Base shall be 0%; (ii) less than 2.00:1.00 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 included in the Gross Eligible Borrowing Base shall be 0%; % or (iii) less than 1.75:1.001.75:1:00, 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 included in the Gross Eligible Borrowing Base, Base shall be 0%;
(c) if, as of such datedate of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, 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 25% of the aggregate Value of all Portfolio Investments included in the Gross Eligible Borrowing Base, 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 25% figure shall be increased to 30%, (ii) less than 2.00:1.00 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 included in the Gross Eligible Borrowing Base, 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 25%, or (iii) less than 1.75:1.001.75:1:00, 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 included in the Gross Eligible Borrowing Base, Base shall be 0%;
(d) if, as of such datedate of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.002.00:1:00, the Advance Rate applicable to that portion of the Borrowing 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 investmentsNon-Core Investments, (ii) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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 Non-Core Investments or (iii) less than 1.75:1.001.75:1:00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in Non-Core Investments shall be 0% to the extent necessary so that no more than 5% of the Borrowing Base is attributable to such investmentsNon-Core Investments;
(e) if, as of such date, the Relevant Asset Coverage Ratio is (i) less than 2.00:1.00 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing aggregate Value of the Borrower’s investments in 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; Investments or (ii) less than 1.75:1.001.75:1:00, the Advance Rate applicable to the that portion of the Borrowing aggregate Value of the Borrower’s investments in 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 investmentsInvestments;
(f) no Participation Interest may be included in the Borrowing Base for more than ninety (90) days; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(h) if, as of such datedate of determination, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (hf), 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 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 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 ;
(g) no Participation Interest may be included in the Borrowing Base until such time as such Portfolio Investment has been Delivered for more than ninety (as defined in 90) days; and
(h) 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 Value 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 that portion of perfection with a higher priority is possible), such Portfolio Investment may be Joint Venture Investments 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 65exceeds 10% of the issued and outstanding voting stock aggregate Value of such Controlled Foreign Corporation shall not be all Portfolio Investments 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, (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 is required to shall be reduced to comply with $0. As used in this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Revolving Credit Agreement (Bain Capital Private Credit)
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 obtained by multiplying (x) Advance Rates of the Value of each Portfolio Investment in (excluding any Cash Collateral held by the Collateral Pool Administrative Agent pursuant to Section 2.05(k) or the extent last paragraph of Section 2.09(a)); provided that, solely for purposes of clauses (a), (b) and (c) below, (x) for the Borrower elects to include such Portfolio Investment in period from the Borrowing Base (Effective Date through and including August 1, 2022, “the aggregate Value of all such Portfolio Investments in this clause (x), the Collateral Pool” shall instead be “Gross Eligible Borrowing Base”; provided that no the greater of $500,000,000 and the aggregate Value of all Portfolio Investment will be deemed included Investments in the Gross Eligible Borrowing Base unless such Portfolio Investment is eligible for a non-zero Advance Rate without regard to the limitations set forth in Sections 5.13(a) through (h)) Collateral Pool” and (y) the applicable Advance Rate for such Portfolio Investment, thereafter shall be as written below; provided further 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 Gross Eligible Borrowing Base of all issuers in a consolidated group of corporations or other entities in accordance with GAAP (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries), shall be 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 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 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries), shall be 50% of the otherwise applicable Advance Rate; Rate 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 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries), 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 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 BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries) 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 Collateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries) 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 BaseCollateral Pool (which, for purposes of this calculation shall exclude the aggregate amount of Equity Interests in Financing Subsidiaries) 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 Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, 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 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 22.5% 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 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 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 Gross Eligible Borrowing Base, 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 25%, 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 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 022.5%;
(d) if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (d), the “Gross Borrowing Base”) is less than 1.5 times the Senior Debt Amount and (B) 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, then the Advance Rate applicable Borrowing Base shall be reduced to the extent necessary such that the portion of the Borrowing Value Base attributable to Senior Investments is not less than 60% of Non-Core Investments 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 0% reduced to the extent necessary so such that no more than 10% the portion of the Borrowing Base is attributable to such investments Senior Investments is not less than 75% of the Covered Debt Amount or (iiiiii)(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 Advance Rate applicable Borrowing Base shall be reduced to the extent necessary such that the portion of the Borrowing Value of Non-Core Base attributable to Senior Investments shall be 0% to the extent necessary so that no more is not less than 525% of the Borrowing Base is attributable to such investmentsCovered Debt Amount;
(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; provided, however that such ninety (90) day period shall be reduced to thirty (30) days for the Initial Participation Interests;
(g) 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%; and
(h) 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 (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 15% 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, then the Advance Rate applicable to that portion of the Borrowing Base Value of Non-Core Investments shall be reduced 0% to the extent necessary such so that the contribution no more than 10% of Senior Investments to the Borrowing Base may not be less than 60% of the Covered Debt Amount, is attributable to such investments or (ii)(Aiii) 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 Advance Rate applicable to that portion of the Borrowing Base Value of Non-Core Investments shall be reduced 0% to the extent necessary such so that the contribution no more than 5% of Senior Investments to the Borrowing Base may not be less than 75% of the Covered Debt Amount or is attributable to such investments
(iii)(Ag) 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 no Portfolio Investment may be included in the Borrowing Base until unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such time as Portfolio Investment and such Portfolio Investment has been Delivered (as defined 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; provided that, notwithstanding ;
(h) the foregoing, in the case portion 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 attributable to complete “Delivery” are satisfied within Portfolio Investments invested in a Permitted Foreign Jurisdiction shall not exceed 10% and (ii) in any other jurisdiction outside of the longest period United States shall not exceed 0%, in each case of this clause (h), without the consent of the Administrative Agent; and
(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 Advance Rate applicable 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% portion of the issued and outstanding voting stock aggregate Value of such Controlled Foreign Corporation shall not be included as a the Borrower’s 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 Investments 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, (a) to avoid double-counting of excess concentrations, any Advance Rate reductions set forth under this Section 5.13 Lien Restricted Investments shall be without duplication of any other such Advance Rate reductions and (b) 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 reduced 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 Investments, or portions of such Portfolio Investments, to be excluded from the Borrowing Base so removed to effect such reductioncompliance. As used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC)
