Common use of Calculation of Borrowing Base Clause in Contracts

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 by (y) the applicable Advance Rate, expressed as a fraction; provided that: (a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different issuers; (b) the Advance Rate applicable to that portion of all Eligible Portfolio Investments in a single issuer that exceeds 10% of the Obligors’ Net Worth shall be 0%; (c) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Performing First Lien Bank Loans, Performing Last Out Loans, Performing Second Lien Bank Loans or Performing Covenant-Lite Loans shall not exceed 25% of the Borrowing Base; provided that, solely for purposes of the calculation under this clause (e), the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing Covenant-Lite Loans shall not exceed 5% of the Borrowing Base; (d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents or Performing First Lien Bank Loans shall not exceed 65% of the Borrowing Base; (e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are common equity and warrants shall not exceed 10% of the Borrowing Base; (f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 25% of the Borrowing Base; (g) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 15% of the Borrowing Base; (h) (x) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in Energy Industry Classification Group shall not exceed 7.5% of the Borrowing Base, and (y) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Retail Industry Classification Group shall not exceed 7.5% of the Borrowing Base; (i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments issued by one or more Portfolio Companies with a trailing twelve month total debt to EBITDA ratio of greater than 6.00:1.00 shall not exceed 15% of the Borrowing Base; provided, that LTV Transactions and Investments in IJL (so long as the IJL Conditions are satisfied) may be excluded from such calculations; (j) the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) shall not exceed 5.5 years (subject to all other constraints, limitations and restrictions set forth herein); (k) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base; (l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 15% of the Borrowing Base; (m) the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) shall not be less than the greater of (i) 7% and (ii) the one-month LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein) (with respect to the LIBO Rate or any comparable or successor rate, which rate is reasonably approved by the Borrower and which rate is consistent with the market rate for similar types of financings); (n) the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) shall not be less than 4.5% (subject to all other constraints, limitations and restrictions set forth herein); (o) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are investments in equity interests of any fund or finance company shall not exceed 5% of the Borrowing Base; (p) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments shall not exceed 20% of the Borrowing Base; (q) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Noteless Assigned Loans shall not exceed 25% of the Borrowing Base; (r) the Weighted Average Leverage Ratio shall not be greater than 4.75:1.00 (subject to all other constraints, limitations and restrictions set forth herein); provided, that LTV Transactions and Investments in IJL (so long as the IJL Conditions are satisfied) may be excluded from such calculations; and (s) the portion of the Borrowing Base attributable to LTV Transactions that are debt Investments shall not exceed 15% of the Borrowing Base. For all purposes of this Section 5.13, (i) all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor), (ii) 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, or portions of such, to be so removed to effect such reduction and (iii) for purposes of calculating the debt to EBITDA ratio of any Portfolio Company that has a negative EBITDA at the time of determination, the EBITDA of such Portfolio Company shall be deemed to be 6.01:1.00. In addition, as used herein, the following terms have the following meanings:

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 by (y) the applicable Advance Rate, expressed as a fraction; provided that: (a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different issuers; (b) the Advance Rate applicable to that portion of all Eligible Portfolio Investments in a single issuer that exceeds 10% of the Obligors’ Net Worth shall be 0%; (c) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Performing First Lien Bank Loans, Performing Last Out Loans, Performing Second Lien Bank Loans or Performing Covenant-Lite Loans shall not exceed 25% of the Borrowing Base; provided that, solely for purposes of the calculation under this clause (e), the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing Covenant-Lite Loans shall not exceed 5% of the Borrowing Base; (d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents or Performing First Lien Bank Loans shall not exceed 65635% of the Borrowing Base; (e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are common equity and warrants shall not exceed 10% of the Borrowing Base; (f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 25% of the Borrowing Base; (g) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 15% of the Borrowing Base; (h) (x) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in Energy Industry Classification Group shall not exceed 7.5% of the Borrowing Base, and (y) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Retail Industry Classification Group shall not exceed 7.5% of the Borrowing Base; (i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments issued by one or more Portfolio Companies with a trailing twelve month total debt to EBITDA ratio of greater than 6.00:1.00 shall not exceed 15% of the Borrowing Base; provided, that LTV Transactions and Investments in IJL (so long as the IJL Conditions are satisfied) may be excluded from such calculations; (j) the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) shall not exceed 5.5 years (subject to all other constraints, limitations and restrictions set forth herein); (k) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base; (l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 15% of the Borrowing Base; (m) the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) shall not be less than the greater of (i) 7% and (ii) the one-month LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein) (with respect to the LIBO Rate or any comparable or successor rate, which rate is reasonably approved by the Borrower and which rate is consistent with the market rate for similar types of financings); (n) the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) shall not be less than 4.5% (subject to all other constraints, limitations and restrictions set forth herein); (o) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are investments in equity interests of any fund or finance company shall not exceed 5% of the Borrowing Base; (p) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments shall not exceed 20% of the Borrowing Base; (q) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Noteless Assigned Loans shall not exceed 25% of the Borrowing Base; (r) the Weighted Average Leverage Ratio shall not be greater than 4.75:1.00 (subject to all other constraints, limitations and restrictions set forth herein); provided, that LTV Transactions and Investments in IJL (so long as the IJL Conditions are satisfied) may be excluded from such calculations; and (s) the portion of the Borrowing Base attributable to LTV Transactions that are debt Investments shall not exceed 15% of the Borrowing Base. For all purposes of this Section 5.13, (i) all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor), (ii) 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, or portions of such, to be so removed to effect such reduction and (iii) for purposes of calculating the debt to EBITDA ratio of any Portfolio Company that has a negative EBITDA at the time of determination, the EBITDA of such Portfolio Company shall be deemed to be 6.01:1.00. In addition, as used herein, the following terms have the following meanings:

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 Advance Rates multiplied by multiplying (x) the Value of each Eligible Portfolio Investment (excluding any Cash Collateral held by (ythe Administrative Agent pursuant to Section 2.05(k) or the applicable Advance Rate, expressed as a fractionlast paragraph of Section 2.09(a)); provided that: (a) the Advance Rate applicable to that portion of the aggregate Value of all Eligible the Portfolio Investments (other than Cash and Cash Equivalents) in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Adjusted Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude, (i) if the Leverage Ratio is at Leverage Level I, 6%, (ii) if Leverage Ratio is at Leverage Level II, 4%, or (iii) if the Leverage Ratio is at Leverage Level III, 3%, in each case of the aggregate principal amount of investments in, and advances to, Financing Subsidiaries)all pledged Portfolio Investments shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in their entirety a single Consolidated Group designated by the Borrower to the Administrative Agent such 10%applicable percentage figure shall be 0% increased to 12.5(i) if the Leverage Ratio is at any time when Leverage Level I, 7.5%, (ii) if the Borrowing Base Leverage Ratio is composed entirely of Eligible Portfolio Investments issued by less than 15 different issuersat Leverage Level II, 5%, or (iii) if the Leverage Ratio is at Leverage Level III, 4%; (b) the Advance Rate applicable to that portion of all Eligible the aggregate Value of the Portfolio Investments (other than Cash and Cash Equivalents) of all issuers in a single issuer that exceeds 10Consolidated Group exceeding 20% of Adjusted Shareholders’ Equity of the Obligors’ Net Worth Borrower (which, for purposes of this calculation shall exclude, (i) if the Leverage Ratio is at Leverage Level I, 12%, (ii) if the Leverage Ratio is at Leverage Level II, 8%, or (iii) if the Leverage Ratio is at Leverage Level III, 6%, in each case of the aggregate principal amount of investments in, and advances to, Financing Subsidiaries)all pledged Portfolio Investments shall be 0%; (c) the Advance Rate applicable to that portion of the Borrowing Base attributable to Eligible aggregate Value of the Portfolio Investments in any single Industry Classification Group that are not Cash, Cash Equivalents, Performing First Lien Bank Loans, Performing Last Out Loans, Performing Second Lien Bank Loans or Performing Covenant-Lite Loans shall not exceed 25exceeds 20% of Adjusted Shareholders’ Equity of the Borrowing BaseBorrower (which for purposes of this calculation shall exclude, (i) if the Leverage Ratio is at Leverage Level I, 20%, (ii) if the Leverage Ratio is at Leverage Level II, 17.5%, or (iii) if the Leverage Ratio is at Leverage Level III, 15%, in each case of the aggregate principal amount of investments in, and advances to, Financing Subsidiaries)all pledged Portfolio Investments shall be 0%; provided that, solely for purposes of with respect to the calculation under this clause (e), the portion of the Borrowing Base attributable to Eligible Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20%applicable percentage figure shall be increased to 30%, (i) if the Leverage Ratio is at Leverage Level I, 30%, (ii) if the Leverage Ratio is at Leverage Level II, US-DOCS\81066382.481066382.11 25%, or (iii) if the Leverage Ratio is at Leverage Level III, 20%, in each case and, accordingly, only to the extent that are Performing Covenant-Lite Loans shall not exceed 5the Value for such single Industry Classification Group exceeds 30% of the Borrowing BaseAdjusted Shareholders’ Equitysuch applicable percentage of the aggregate principal amount of all pledged Portfolio Investments shall the Advance Rate applicable to such excess Value be 0%; (d) the portion of no Portfolio Investment may be included in the Borrowing Base attributable unless the Collateral Agent maintains a first priority, perfected Lien (subject to Eligible Permitted Liens) on such Portfolio Investments 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 are not Cashin 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), Cash Equivalents or Performing First Lien Bank Loans shall not exceed 65% of such Portfolio Investment may be included in the Borrowing BaseBase so long as all remaining actions to complete “Delivery” are satisfied within 7 days of such inclusion; (e) the portion of the Borrowing Base attributable to Eligible Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments that are common equity and warrants shall not exceed 20%;Non-Core Assets shall not exceed, (i) if the Leverage Ratio is at Level I, 20%, (ii) if the Leverage Ratio is at Level II, 10% of %, or (iii) if the Borrowing BaseLeverage Ratio is at Level III, 5%; (f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification Group Equity Interests shall not exceed 2510, (i) if the Leverage Ratio is at Level I, 10%, (ii) if the Leverage Ratio is at Level II, 7.5%, or (iii) if the Leverage Ratio is at Level III, 5% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base); (g) the portion of the Borrowing Base attributable to Eligible Non-Performing Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 15%(i), if the Leverage Ratio is at Level I, 15% %, (ii) if the Leverage Ratio is at Level II, 7.5%, or (iii) if the Leverage Ratio is at Level III, 5%, and the portion of the Borrowing BaseBase attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%(i), if the Leverage Ratio is at Level I, 5%, (ii) if the Leverage Ratio is at Level II, 2.5%, or (iii) if Leverage Ratio is at Level III, 0%; (h) (x) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in Energy Industry Classification Group with an Advance Rate lower than the Advance Rate allocated to Performing Second Lien Bank Loans shall not exceed 7.5% of the Borrowing Base, and 30%; and (ya) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Retail Industry Classification Group shall not exceed 7.5% of the Borrowing Base; (i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments issued by one or more Portfolio Companies with a trailing twelve month total debt to EBITDA ratio of greater than 6.00:1.00 shall not exceed 15% of invested outside the Borrowing Base; providedUnited States, that LTV Transactions Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Investments in IJL (so long as the IJL Conditions are satisfied) may be excluded from such calculations; (j) the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) shall not exceed 5.5 years (subject to all other constraints, limitations and restrictions set forth herein); (k) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base; (l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 15% of the Borrowing Base; (m) the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) shall not be less than the greater of (i) 7% and (ii) the one-month LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein) (with respect to the LIBO Rate or any comparable or successor rate, which rate is reasonably approved by the Borrower and which rate is consistent with the market rate for similar types of financings); (n) the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) shall not be less than 4.5% (subject to all other constraints, limitations and restrictions set forth herein); (o) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are investments in equity interests of any fund or finance company Sweden shall not exceed 5% without the consent of the Borrowing BaseAdministrative Agent.; (p) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments shall not exceed 20% of the Borrowing Base; (q) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Noteless Assigned Loans shall not exceed 25% of the Borrowing Base; (r) the Weighted Average Leverage Ratio shall not be greater than 4.75:1.00 (subject to all other constraints, limitations and restrictions set forth herein); provided, that LTV Transactions and Investments in IJL (so long as the IJL Conditions are satisfied) may be excluded from such calculations; and (s) the portion of the Borrowing Base attributable to LTV Transactions that are debt Investments shall not exceed 15% of the Borrowing Base. For all purposes of this Section 5.13, (i) all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor), (ii) 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, or portions of such, to be so removed to effect such reduction and (iii) for purposes of calculating the debt to EBITDA ratio of any Portfolio Company that has a negative EBITDA at the time of determination, the EBITDA of such Portfolio Company shall be deemed to be 6.01:1.00. In addition, as used herein, the following terms have the following meanings:

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 that is then included as Credit Facility First Priority Collateral by (y) the applicable Advance Rate, expressed as a fraction; provided that: (a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the aggregate Value of all Eligible Cash and Portfolio Investments in their entirety the Collateral Pool that are Credit Facility First Priority Collateral as of the end of the most recent quarter, shall be 050% at any time when of the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different issuersotherwise applicable Advance Rate; (b) the Advance Rate applicable to that portion of all Eligible the aggregate Value of the Portfolio Investments of all issuers in a single issuer that exceeds consolidated group of corporations or other entities in accordance with GAAP exceeding 10% of the Obligors’ Net Worth aggregate Value of all Cash and Portfolio Investments in the Collateral Pool that are Credit Facility First Priority Collateral as of the end of the most recent quarter shall be 0%; (c) the Advance Rate applicable to that portion of the Borrowing Base attributable to Eligible aggregate Value of the Portfolio Investments in each of the energy and power investment subcategories set forth below exceeding the corresponding percentage set forth below of the aggregate Value of all Cash and Portfolio Investments in the Collateral Pool that are not Cash, Cash Equivalents, Performing Credit Facility First Lien Bank Loans, Performing Last Out Loans, Priority Collateral as of the end of the most recent quarter shall be 0%: Upstream 60 % Midstream 45 % Downstream 20 % Power and Renewables 50 % Infrastructure 25 % Service and Equipment 20 % (d) Performing Second Lien Bank Loans or and Performing Covenant-Lite Loans Other Cash Pay High Yield Securities shall not exceed 25% of the Borrowing Base; provided that, solely in no event account for purposes of the calculation under this clause (e), the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing Covenant-Lite Loans shall not exceed 5% of the Borrowing Base; (d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents or Performing First Lien Bank Loans shall not exceed 65more than 50% of the Borrowing Base; (e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are common equity and warrants unsecured Performing Other Cash Pay High Yield Securities shall not exceed 10in no event account for more than 30% of the Borrowing Base; (f) the portion of the Borrowing Base attributable Advance Rate applicable to Eligible Portfolio Investments in the Largest Industry Classification Group any Excluded Entity and Designated Subsidiary, finance leases, CDO Securities (or other Investments that represent an investment in an underlying levered portfolio) shall not exceed 25% of the Borrowing Basebe 0%; (g) the portion Advance Rate applicable to any Portfolio Investment relating to, arising out of, or derived from (i) the exploration, production or utilization of the Borrowing Base attributable to Eligible Portfolio Investments coal in any single Industry Classification Group capacity; (other ii) the exploration and production of oil from oil sands or Arctic oil; (iii) infrastructure exclusively dedicated to the transport or storage of oil from oil sands or Arctic oil; (iv) facilities producing first generation biofuels; (v) upstream oil and gas operations located within a World Heritage Site (as selected by the United Nations Educational, Scientific and Cultural Organization) or with material adverse impacts on the outstanding universal value of a natural World Heritage Site; or (vi) any company whose core business is more than 50% derived from coal, shall be 0%; (1) All determinations of whether a particular Portfolio Investment belongs to one subcategory or another shall be made by the Largest Industry Classification Group) shall not exceed 15% of Borrower on a good faith basis consistent with the Borrowing Base;definitions set forth in this Section 5.13. (h) (x) the portion of no Portfolio Investment may be included in the Borrowing Base attributable until such time as such Portfolio Investment has been Delivered (as defined in the Guarantee and Security Agreement) to Eligible Portfolio Investments in Energy Industry Classification Group shall not exceed 7.5% of the Borrowing BaseCollateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein and constitutes Credit Facility First Priority Collateral; 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 (y) the portion and for which no other method of perfection with a higher priority is possible), such Portfolio Investment may be included in the Borrowing Base attributable so long as all remaining actions to Eligible Portfolio Investments in the Retail Industry Classification Group shall not exceed 7.5% complete “Delivery” are satisfied within seven (7) days of the Borrowing Basesuch inclusion; (i) the portion of no Participation Interest may be included in the Borrowing Base attributable to Eligible for more than ninety (90) days; (j) Permitted PIK Portfolio Investments issued by one or shall in no event account for more Portfolio Companies with a trailing twelve month total debt to EBITDA ratio of greater than 6.00:1.00 shall not exceed 1510% of the Borrowing Base; provided, and (k) no Portfolio Investment in a portfolio company that LTV Transactions and the Obligors do not hold Portfolio Investments in IJL (so long as the IJL Conditions are satisfied) may be excluded from such calculations; (j) the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent Effective Date shall be included in the Borrowing Base) shall not exceed 5.5 years (subject Base to all other constraints, limitations and restrictions set forth herein); (k) the portion of the Borrowing Base attributable to Debt Eligible extent that Portfolio Investments with a maturity greater than 7 years shall not in portfolio companies that provide oil field services (as determined in good faith by the Borrower) would exceed 1512.5% of the Borrowing Base; (l) aggregate Value of all Cash and Portfolio Investments in the portion Collateral Pool that are Credit Facility First Priority Collateral. For the avoidance of the Borrowing Base attributable doubt, to PIK Obligationsavoid double-counting of excess concentrations, DIP Loans and Covenant-Lite Loans shall not exceed 15% of the Borrowing Base; (m) the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) shall not be less than the greater of (i) 7% and (ii) the one-month LIBO Advance Rate plus 4.5% (subject to all other constraints, limitations and restrictions reductions set forth herein) (with respect to the LIBO Rate or any comparable or successor rate, which rate is reasonably approved by the Borrower and which rate is consistent with the market rate for similar types of financings); (n) the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) under this Section 5.13 shall not be less than 4.5% (subject to all other constraints, limitations and restrictions set forth herein); (o) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are investments in equity interests without duplication of any fund or finance company shall not exceed 5% of the Borrowing Base; (p) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments shall not exceed 20% of the Borrowing Base; (q) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Noteless Assigned Loans shall not exceed 25% of the Borrowing Base; (r) the Weighted Average Leverage Ratio shall not be greater than 4.75:1.00 (subject to all other constraints, limitations and restrictions set forth herein); provided, that LTV Transactions and Investments in IJL (so long as the IJL Conditions are satisfied) may be excluded from such calculations; and (s) the portion of the Borrowing Base attributable to LTV Transactions that are debt Investments shall not exceed 15% of the Borrowing BaseAdvance Rate reductions. For all purposes of this Section 5.13, (i) all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor), (ii) 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, or portions of such, to be so removed to effect such reduction and (iii) for purposes of calculating the debt to EBITDA ratio of any Portfolio Company that has a negative EBITDA at the time of determination, the EBITDA of such Portfolio Company shall be deemed to be 6.01:1.00. In addition, as As used herein, the following terms have the following meanings:

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 Eligible Portfolio Investment in the Collateral Pool (excluding any Cash Collateral held by (ythe Administrative Agent pursuant to Section 2.05(k) or the applicable Advance Rate, expressed as a fractionlast paragraph of Section 2.09(a)); provided that: (a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 5% of the aggregate Value of all Eligible Portfolio Investments in their entirety the Collateral Pool shall be 050% at any time when of the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different issuersotherwise applicable Advance Rate; (b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all Eligible issuers in a Consolidated Group exceeding 7.5% of the aggregate Value of all Portfolio Investments in a single issuer that exceeds 10% of the Obligors’ Net Worth Collateral Pool shall be 0%; (c) the Advance Rate applicable to that portion of the Borrowing Base attributable to Eligible aggregate Value of the Portfolio Investments in any single Industry Classification Group that are not Cash, Cash Equivalents, Performing First Lien Bank Loans, Performing Last Out Loans, Performing Second Lien Bank Loans or Performing Covenant-Lite Loans shall not exceed 25exceeds 15% of the Borrowing Baseaggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%; provided that, solely for purposes of the calculation under this clause (e), the portion of the Borrowing Base attributable with respect to Eligible Portfolio Investments that are Performing Covenant-Lite Loans in any two Industry Classification Groups from time to time designated by the Borrower to the Administrative Agent, such 15% figure shall not exceed 5be increased to 20% of the Borrowing Basefor each such Industry Classification Group; (d) the portion of no Portfolio Investment may be included in the Borrowing Base attributable unless the Collateral Agent maintains a first priority, perfected Lien (subject to Eligible Permitted Liens) on such Portfolio Investments that are not CashInvestment and such Portfolio Investment has been Delivered (as defined in the Guarantee and Security Agreement) to the Collateral Agent, Cash Equivalents or Performing First Lien Bank Loans shall not exceed 65% 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 BaseBase 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; (e) the portion of the Borrowing Base attributable to Eligible Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments that are common equity and warrants shall not exceed 10% of the Borrowing Base15%; (f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification Group Equity Interests shall not exceed 2510% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base); (g) the portion of the Borrowing Base attributable to Eligible Non-Performing Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 1510% and the portion of the Borrowing BaseBase attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; (h) (x) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in Energy Industry Classification Group invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway, Sweden, New Zealand, Hong Kong, Ireland, the Cayman Islands, Bermuda and Austria shall not exceed 7.55% without the consent of the Borrowing BaseAdministrative Agent; and (i) (i) if any time the Borrower Asset Coverage Ratio is greater than or equal to 200% but less than 225%, and (y) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Retail Industry Classification Group other than Performing First Lien Bank Loans, Performing First Lien Last Out Bank Loans and Performing First Lien Unitranche Bank Loans (collectively, “Senior Investments”) shall not exceed 7.540.0% of and (ii) if at any time the Borrowing Base; (i) Borrower Asset Coverage Ratio is greater than or equal to 225%, the portion of the Borrowing Base attributable to Eligible Portfolio Investments issued by one or more Portfolio Companies with a trailing twelve month total debt to EBITDA ratio of greater other than 6.00:1.00 shall not exceed 15% of the Borrowing Base; provided, that LTV Transactions and Investments in IJL (so long as the IJL Conditions are satisfied) may be excluded from such calculations; (j) the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) shall not exceed 5.5 years (subject to all other constraints, limitations and restrictions set forth herein); (k) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base; (l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 15% of the Borrowing Base; (m) the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) shall not be less than the greater of (i) 7% and (ii) the one-month LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein) (with respect to the LIBO Rate or any comparable or successor rate, which rate is reasonably approved by the Borrower and which rate is consistent with the market rate for similar types of financings); (n) the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) shall not be less than 4.5% (subject to all other constraints, limitations and restrictions set forth herein); (o) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are investments in equity interests of any fund or finance company shall not exceed 5% of the Borrowing Base; (p) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Senior Investments shall not exceed 20% of the Borrowing Base; (q) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Noteless Assigned Loans shall not exceed 25% of the Borrowing Base; (r) the Weighted Average Leverage Ratio shall not be greater than 4.75:1.00 (subject to all other constraints, limitations and restrictions set forth herein); provided, that LTV Transactions and Investments 50.0%. As used in IJL (so long as the IJL Conditions are satisfied) may be excluded from such calculations; and (s) the portion of the Borrowing Base attributable to LTV Transactions that are debt Investments shall not exceed 15% of the Borrowing Base. For all purposes of this Section 5.13, (i) all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor), (ii) 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, or portions of such, to be so removed to effect such reduction and (iii) for purposes of calculating the debt to EBITDA ratio of any Portfolio Company that has a negative EBITDA at the time of determination, the EBITDA of such Portfolio Company shall be deemed to be 6.01:1.00. In addition, as used herein, the following terms have the following meanings:

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 Eligible Portfolio Investment in the Collateral Pool (excluding any Cash Collateral held by (ythe Administrative Agent pursuant to Section 2.05(k) or the applicable Advance Rate, expressed as a fractionlast paragraph of Section 2.09(a)); provided that: (a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 5% of the aggregate Value of all Eligible Portfolio Investments in their entirety the Collateral Pool shall be 050% at any time when of the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different issuersotherwise applicable Advance Rate; (b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all Eligible issuers in a Consolidated Group exceeding 7.5% of the aggregate Value of all Portfolio Investments in a single issuer that exceeds 10% of the Obligors’ Net Worth Collateral Pool shall be 0%; (c) the Advance Rate applicable to that portion of the Borrowing Base attributable to Eligible aggregate Value of the Portfolio Investments in any single Industry Classification Group that are not Cash, Cash Equivalents, Performing First Lien Bank Loans, Performing Last Out Loans, Performing Second Lien Bank Loans or Performing Covenant-Lite Loans shall not exceed 25exceeds 15% of the Borrowing Baseaggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%; provided that, solely for purposes of the calculation under this clause (e), the portion of the Borrowing Base attributable with 120 Revolving Credit Agreement respect to Eligible Portfolio Investments that are Performing Covenant-Lite Loans in any two Industry Classification Groups from time to time designated by the Borrower to the Administrative Agent, such 15% figure shall not exceed 5be increased to 20% of the Borrowing Basefor each such Industry Classification Group; (d) the portion of no Portfolio Investment may be included in the Borrowing Base attributable unless the Collateral Agent maintains a first priority, perfected Lien (subject to Eligible Permitted Liens) on such Portfolio Investments that are not CashInvestment and such Portfolio Investment has been Delivered (as defined in the Guarantee and Security Agreement) to the Collateral Agent, Cash Equivalents or Performing First Lien Bank Loans shall not exceed 65% 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 BaseBase 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; (e) the portion of the Borrowing Base attributable to Eligible Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments that are common equity and warrants shall not exceed 10% of the Borrowing Base15%; (f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification Group Equity Interests shall not exceed 2510% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base); (g) the portion of the Borrowing Base attributable to Eligible Non-Performing Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 1510% and the portion of the Borrowing BaseBase attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; (h) (x) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in Energy Industry Classification Group invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway, Sweden, New Zealand, Hong Kong, Ireland, the Cayman Islands, Bermuda and Austria shall not exceed 7.55% without the consent of the Borrowing BaseAdministrative Agent; and (i) (i) if any time the Borrower Asset Coverage Ratio is greater than or equal to 200% but less than 225%, and (y) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Retail Industry Classification Group other than Performing First Lien Bank Loans, Performing First Lien Last Out Bank Loans and Performing First Lien Unitranche Bank Loans (collectively, “Senior Investments”) shall not exceed 7.540.0% of and (ii) if at any time the Borrowing Base; (i) Borrower Asset Coverage Ratio is greater than or equal to 225%, the portion of the Borrowing Base attributable to Eligible Portfolio Investments issued by one or more Portfolio Companies with a trailing twelve month total debt to EBITDA ratio of greater other than 6.00:1.00 shall not exceed 15% of the Borrowing Base; provided, that LTV Transactions and Investments in IJL (so long as the IJL Conditions are satisfied) may be excluded from such calculations; (j) the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) shall not exceed 5.5 years (subject to all other constraints, limitations and restrictions set forth herein); (k) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base; (l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 15% of the Borrowing Base; (m) the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) shall not be less than the greater of (i) 7% and (ii) the one-month LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein) (with respect to the LIBO Rate or any comparable or successor rate, which rate is reasonably approved by the Borrower and which rate is consistent with the market rate for similar types of financings); (n) the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) shall not be less than 4.5% (subject to all other constraints, limitations and restrictions set forth herein); (o) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are investments in equity interests of any fund or finance company shall not exceed 5% of the Borrowing Base; (p) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Senior Investments shall not exceed 20% of the Borrowing Base; (q) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Noteless Assigned Loans shall not exceed 25% of the Borrowing Base; (r) the Weighted Average Leverage Ratio shall not be greater than 4.75:1.00 (subject to all other constraints, limitations and restrictions set forth herein); provided, that LTV Transactions and Investments 50.0%. 121 Revolving Credit Agreement As used in IJL (so long as the IJL Conditions are satisfied) may be excluded from such calculations; and (s) the portion of the Borrowing Base attributable to LTV Transactions that are debt Investments shall not exceed 15% of the Borrowing Base. For all purposes of this Section 5.13, (i) all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor), (ii) 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, or portions of such, to be so removed to effect such reduction and (iii) for purposes of calculating the debt to EBITDA ratio of any Portfolio Company that has a negative EBITDA at the time of determination, the EBITDA of such Portfolio Company shall be deemed to be 6.01:1.00. In addition, as used herein, the following terms have the following meanings:

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 by (y) the applicable Advance Rate, expressed as a fraction; provided that: (a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different issuers; (b) the Advance Rate applicable to that portion of all Eligible Portfolio Investments in a single issuer that exceeds 10% of the Obligors’ Net Worth shall be 0%; (c) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Performing First Lien Bank Loans, Performing Last Out Loans, Performing Second Lien Bank Loans or Performing Covenant-Lite Loans shall not exceed 25% of the Borrowing Base; provided that, solely for purposes of the calculation under this clause (e), the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing Covenant-Lite Loans shall not exceed 5% of the Borrowing Base; (d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents or Performing First Lien Bank Loans shall not exceed 65% of the Borrowing Base; (e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are common equity and warrants shall not exceed 10% of the Borrowing Base; (f) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 25% of the Borrowing Base; (g) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 15% of the Borrowing Base; (h) (x) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in Energy Industry Classification Group shall not exceed 7.5% of the Borrowing Base, and (y) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Retail Industry Classification Group shall not exceed 7.5% of the Borrowing Base; (i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments issued by one or more Portfolio Companies with a trailing twelve month total debt to EBITDA ratio of greater than 6.00:1.00 shall not exceed 15% of the Borrowing Base; provided, that LTV Transactions and Investments in IJL (so long as the IJL Conditions are satisfied) may be excluded from such calculations; (j) the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) shall not exceed 5.5 years (subject to all other constraints, limitations and restrictions set forth herein); (k) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base; (l) the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 15% of the Borrowing Base; (m) the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) shall not be less than the greater of (i) 7% and (ii) the one-month LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein) (with respect to the LIBO Rate or any comparable or successor rate, which rate is reasonably approved by the Borrower and which rate is consistent with the market rate for similar types of financings); (n) the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) shall not be less than 4.5% (subject to all other constraints, limitations and restrictions set forth herein); (o) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are investments in equity interests of any fund or finance company shall not exceed 5% of the Borrowing Base; (p) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments shall not exceed 20% of the Borrowing Base; (q) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Noteless Assigned Loans shall not exceed 25% of the Borrowing Base; (r) the Weighted Average Leverage Ratio shall not be greater than 4.75:1.00 (subject to all other constraints, limitations and restrictions set forth herein); provided, that LTV Transactions and Investments in IJL (so long as the IJL Conditions are satisfied) may be excluded from such calculations; and (s) the portion of the Borrowing Base attributable to LTV Transactions that are debt Investments shall not exceed 15% of the Borrowing Base. For all purposes of this Section 5.13, (i) all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor), (ii) 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, or portions of such, to be so removed to effect such reduction and (iii) for purposes of calculating the debt to EBITDA ratio of any Portfolio Company that has a negative EBITDA at the time of determination, the EBITDA of such Portfolio Company shall be deemed to be 6.01:1.00. In addition, as used herein, the following terms have the following meanings:

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 that is then included as Credit Facility First Priority Collateral by (y) the applicable Advance Rate, expressed as a fraction; provided that: (a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the aggregate Value of all Eligible Cash and Portfolio Investments in their entirety the Collateral Pool that are Credit Facility First Priority Collateral as of the end of the most recent quarter shall be 050% at any time when of the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different issuersotherwise applicable Advance Rate; (b) the Advance Rate applicable to that portion of all Eligible the aggregate Value of the Portfolio Investments of all issuers in a single issuer that exceeds consolidated group of corporations or other entities in accordance with GAAP exceeding 10% of the Obligors’ Net Worth aggregate Value of all Cash and Portfolio Investments in the Collateral Pool that are Credit Facility First Priority Collateral as of the end of the most recent quarter shall be 0%; (c) the Advance Rate applicable to that portion of the Borrowing Base attributable to Eligible aggregate Value of the Portfolio Investments in each of the energy and power investment subcategories set forth below exceeding the corresponding percentage set forth below of the aggregate Value of all Cash and Portfolio Investments in the Collateral Pool that are not Cash, Cash Equivalents, Performing Credit Facility First Lien Bank Loans, Performing Last Out Loans, Priority Collateral as of the end of the most recent quarter shall be 0%: Upstream 60% Midstream 45% Downstream 20% Power and Renewables 50% Infrastructure 25% Service and Equipment 20% (d) Performing Second Lien Bank Loans or and, Performing Covenant-Lite Loans Other Cash Pay High Yield Securities and Performing Preferred Stock shall not exceed 25% of the Borrowing Base; provided that, solely in no event account for purposes of the calculation under this clause (e), the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing Covenant-Lite Loans shall not exceed 5% of the Borrowing Base; (d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents or Performing First Lien Bank Loans shall not exceed 65more than 50% of the Borrowing Base; (e) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are common equity unsecured Performing Other Cash Pay High Yield Securities and warrants Performing Preferred Stock shall not exceed 10in no event account for more than 30% of the Borrowing Base; (f) the portion of the Borrowing Base attributable Advance Rate applicable to Eligible Portfolio Investments in the Largest Industry Classification Group any Excluded Entity and Designated Subsidiary, finance leases, CDO Securities (or other Investments that represent an investment in an underlying levered portfolio) shall not exceed 25% of the Borrowing Basebe 0%; (g) the portion Advance Rate applicable to any Portfolio Investment relating to, arising out of, or derived from (i) the exploration, production or utilization of coal in any capacity; (ii) the exploration and production of oil from oil sands or Arctic oil; (iii) infrastructure exclusively dedicated to the transport or storage of oil from oil sands or Arctic oil; (iv) facilities producing first generation biofuels; (v) upstream oil and gas operations located within a World Heritage Site (as selected by the United Nations Educational, Scientific and Cultural Organization) or with material adverse impacts on the outstanding universal value of a natural World Heritage Site; or (vi) any company whose core business is more than 50% derived from coal, shall be 0%; 1 All determinations of whether a particular Portfolio Investment belongs to one subcategory or another shall be made by the Borrower on a good faith basis consistent with the definitions set forth in this Section 5.13. (h) no Portfolio Investment may be included in the Borrowing Base attributable until such time as such Portfolio Investment has been Delivered (as defined in the Guarantee and Security Agreement) to Eligible the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein and constitutes Credit Facility First Priority Collateral; provided that in the case of any Portfolio Investment in which the Collateral Agent has a first-priority perfected security interest pursuant to a valid Uniform Commercial Code filing (and for which no other method of perfection with a higher priority is possible), such Portfolio Investment may be included in the Borrowing Base so long as all remaining actions to complete “Delivery” are satisfied within seven (7) days of such inclusion; (i) no Participation Interest may be included in the Borrowing Base for more than ninety (90) days; (j) Permitted PIK Portfolio Investments shall in any single Industry Classification Group (other no event account for more than the Largest Industry Classification Group) shall not exceed 1510% of the Borrowing Base;; and (hk) (x) no Portfolio Investment in a portfolio company that the portion of Obligors do not hold Portfolio Investments in on the Effective Date shall be included in the Borrowing Base attributable to Eligible the extent that Portfolio Investments in Energy Industry Classification Group shall not portfolio companies that provide oil field services (as determined in good faith by the Borrower) would exceed 7.512.5% of the Borrowing Base, aggregate Value of all Cash and (y) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Retail Industry Classification Group shall not exceed 7.5% of the Borrowing Base;Collateral Pool that are Credit Facility First Priority Collateral; and (il) the portion of the Borrowing Base attributable to Eligible Portfolio Investments issued by one or Performing Preferred Stock shall in no event account for more Portfolio Companies with a trailing twelve month total debt to EBITDA ratio of greater than 6.00:1.00 shall not exceed 15% of the Borrowing Base; provided, further, that LTV Transactions if (A) the Borrowing Base as calculated above exceeds (B) an amount equal to the product of (x) the Borrowing Base as calculated after excluding from the aggregate Value of all Cash and Portfolio Investments in IJL the Collateral Pool that are Credit Facility First Priority Collateral as of the end of the most recent quarter, for purposes of clauses (so long as the IJL Conditions are satisfieda), (b), (c) may be excluded from such calculations; (j) the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) shall not exceed 5.5 years (subject to all other constraints, limitations and restrictions set forth herein); (k) above, any Portfolio Investments with an Advance Rate equal to 0% (as set forth in the portion definition of “Advance Rate” below) multiplied by (y) 1.15 (such amount the “Capped Borrowing Base Amount”), then the Borrowing Base attributable shall be equal to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base; (l) the portion of the Capped Borrowing Base attributable Amount. For the avoidance of doubt, to PIK Obligationsavoid double-counting of excess concentrations, DIP Loans and Covenant-Lite Loans shall not exceed 15% of the Borrowing Base; (m) the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) shall not be less than the greater of (i) 7% and (ii) the one-month LIBO Advance Rate plus 4.5% (subject to all other constraints, limitations and restrictions reductions set forth herein) (with respect to the LIBO Rate or any comparable or successor rate, which rate is reasonably approved by the Borrower and which rate is consistent with the market rate for similar types of financings); (n) the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) under this Section 5.13 shall not be less than 4.5% (subject to all other constraints, limitations and restrictions set forth herein); (o) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are investments in equity interests without duplication of any fund or finance company shall not exceed 5% of the Borrowing Base; (p) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments shall not exceed 20% of the Borrowing Base; (q) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Noteless Assigned Loans shall not exceed 25% of the Borrowing Base; (r) the Weighted Average Leverage Ratio shall not be greater than 4.75:1.00 (subject to all other constraints, limitations and restrictions set forth herein); provided, that LTV Transactions and Investments in IJL (so long as the IJL Conditions are satisfied) may be excluded from such calculations; and (s) the portion of the Borrowing Base attributable to LTV Transactions that are debt Investments shall not exceed 15% of the Borrowing BaseAdvance Rate reductions. For all purposes of this Section 5.13, (i) all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor), (ii) 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, or portions of such, to be so removed to effect such reduction and (iii) for purposes of calculating the debt to EBITDA ratio of any Portfolio Company that has a negative EBITDA at the time of determination, the EBITDA of such Portfolio Company shall be deemed to be 6.01:1.00. In addition, as As used herein, the following terms have the following meanings: