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; provided that: 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 Portfolio Companies; provided that for the first 12 months following the Effective Date, the minimum number of Portfolio Companies may be 12 as long as the overall utilization of the Borrowing Base is less than 50% (for these purposes, utilization of the Borrowing Base on any day means the fraction expressed as a percentage, the numerator of which is the sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of which is the Borrowing Base in effect on such day); with respect to all Eligible Portfolio Investments issued by a single Portfolio Company, the Advance Rate applicable to that portion of such Eligible Portfolio Investments that exceeds 7.5% of the Obligors’ Net Worth shall be 0%; provided that, during the first 12 months following the Effective Date, with respect to each of the four (4) largest Portfolio Companies (based on the fair value of the Eligible Portfolio Investments), only that portion of the Eligible Portfolio Investments issued by such Portfolio Company that exceeds 10% of the Obligors’ Net Worth shall have an Advance Rate of 0%; if at any time the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein); the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 2025% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2025% of the Borrowing Base; the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or First Lien Bank Loans shall not exceed 70% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 70% of the Borrowing Base;
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Medley 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 Eligible Portfolio Investment (excluding any Cash Collateral held by (ythe Administrative Agent pursuant to Section 2.05(k) or the applicable Advance Ratelast paragraph of Section 2.09(a)); provided that: the Advance Rate applicable to that portion of the aggregate Value of all Eligible the Portfolio Investments in their entirety a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 7.5% 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 050% at any time when of the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different Portfolio CompaniesAdvance Rate otherwise applicable; provided that for the first 12 months following the Effective Datethat, the minimum number of Portfolio Companies may be 12 as long as the overall utilization of the Borrowing Base is less than 50% (for these purposes, utilization of the Borrowing Base on any day means the fraction expressed as a percentage, the numerator of which is the sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of which is the Borrowing Base in effect on such day); with respect to all Eligible the Portfolio Investments issued by in a single Portfolio Company, Consolidated Group designated by the Borrower to the Administrative Agent such 7.5% figure shall be increased to 10%; the Advance Rate applicable to that portion of such Eligible the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 15% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 7.525% of Shareholders’ Equity of the Obligors’ Net Worth Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, during the first 12 months following the Effective Date, with respect to each of the four (4) largest Portfolio Companies (based on Investments in a single Industry Classification Group from time to time designated by the fair value of Borrower to the Eligible Portfolio Investments)Administrative Agent such 25% figure shall be increased to 30% and, accordingly, only to the extent that portion of the Eligible Portfolio Investments issued by Value for such Portfolio Company that single Industry Classification Group exceeds 1030% of the ObligorsShareholders’ Net Worth Equity shall have an the Advance Rate of applicable to such excess Value be 0%; if at any time the weighted average Risk Factor of all Eligible no Portfolio Investments Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (based subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as defined in the fair value 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; Revolving Credit Agreement the portion of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments therefrom shall not exceed 20%; the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor it being understood that in no event shall Equity Interests of all Eligible Portfolio Investments Financing Subsidiaries be included in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth hereinBase); the portion of the Borrowing Base attributable to Eligible Non-Performing Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 202510% and the portion of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible attributable to Portfolio Investments therefrom (but that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not from the Collateral) to the extent such portion would otherwise exceed 2025% of the Borrowing Base5%; the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not Cashexceed 5% without the consent of the Administrative Agent and ING; at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 200%, Cash Equivalentsbut less than 225%, Long-Term U.S. Government Securities or the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 70% 62.5%; and at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 225%, the portion of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible attributable to Portfolio Investments therefrom (but other than Performing First Lien Bank Loans shall not from exceed 67.5%. ARTICLE CCLXXVIIAs used herein, the Collateral) to following terms have the extent such portion would otherwise exceed 70% of the Borrowing Base;following meanings:
Appears in 1 contract
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate; provided that: 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 fewer than 15 different Portfolio Companies; provided that for the first 12 months following the Effective Date, the minimum number of Portfolio Companies may be 12 as long as the overall utilization of the Borrowing Base is less than 50% (for these purposes, utilization of the Borrowing Base on any day means the fraction expressed as a percentage, the numerator of which is the sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of which is the Borrowing Base in effect on such day)issuers; with respect to all Eligible Portfolio Investments issued by a single Portfolio Companyissuer, the Advance Rate applicable to that portion of such Eligible Portfolio Investments that exceeds 7.55.0% of the Obligors’ Net Worth shall be 0%; provided that, during the first 12 months following the Effective Date, with respect to each of the four three (43) largest Portfolio Companies that constitute Eligible Portfolio Investments (based on the fair value of the Eligible Portfolio Investments), other than MRI to the extent the investment in MRI constitutes an Eligible Portfolio Investment, only that portion of the such Eligible Portfolio Investments issued by such Portfolio Company Companies that exceeds 107.5% of the Obligors’ Net Worth shall have an Advance Rate of 0%; if at any time the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 2950provided further that, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) solely with respect to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments investment in the Borrowing Base to be no greater than 2950 MRI (subject to all other constraints, limitations and restrictions set forth herein); the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 2025% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) solely to the extent such investment constitutes an Eligible Portfolio Investment), only that portion would otherwise exceed 2025of such investment in MRI that exceeds 15% of the Borrowing BaseObligors’ Net Worth shall have an Advance Rate of 0%; the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or Performing First Lien Bank Loans shall not exceed 70% of the Borrowing Base Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 70% of the Borrowing Base;; the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities, Performing First Lien Bank Loans or Performing Last Out Loans shall not exceed 50% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 50% of the Borrowing Base; the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities, Performing First Lien Bank Loans, Performing Last Out Loans, Performing Second Lien Bank Loans or Performing Covenant-Lite Loans shall not exceed 35% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 35% of the Borrowing Base; the portion of the Borrowing Base attributable to Eligible Portfolio Investment that are No External Review Assets shall not exceed 10% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Borrowing Base; if at any time the Weighted Average Leverage Ratio is greater than 4.75, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.75 (subject to all other constraints, limitations and restrictions set forth herein); the portion of the Borrowing Base attributable to Eligible Portfolio Investments in each of the Industry Classification Groups that are part of the Two Largest Industry Classification Groups shall, in each case, not exceed 20% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than each of the Industry Classification Groups that are part of the Two Largest Industry Classification Groups) shall not exceed 15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds 6.25 years, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than 6.25 years (subject to all other constraints, limitations and restrictions set forth herein); the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; the portion of the Borrowing Base attributable to Eligible Portfolio Investments issued by one or more Portfolio Companies with a trailing twelve-month total debt to EBITDA ratio of greater than 6.00 to 1.00 shall not exceed 15% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; the portion of the Borrowing Base attributable to PIK Obligations and DIP Loans shall not exceed 10% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Borrowing Base; if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedging Agreement) is less than the greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) the one-month LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein); if at any time the Weighted Average Floating Spread (after giving effect to any Hedging Agreement) is less than 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein); the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments (other than in MRI to the extent such investment constitutes an Eligible Portfolio Investment) shall not exceed 20% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Affiliate Investments, other than in MRI to the extent such investment constitutes an Eligible Portfolio Investment, therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of the Borrowing Base; and no portion of the Borrowing Base shall be attributable to (a) any (i) Equity Interests (other than of MRI to the extent the investment in MRI constitutes an Eligible Portfolio Investment), (ii) warrants, options or other rights for the purchase or acquisition of Equity Interests, (iii) any Investment in debt Securities that is convertible into or exchangeable for shares of Equity Interests, (b) any Structured Finance Obligation or an investment in any Third Party Finance Companies or (c) investment in a joint venture or other Person that is in the principal business of making debt or equity investments in other Persons. For all purposes of this Section 5.13, all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor). For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens and (ii) such Investment is Transferable. In addition, as used herein, the following terms have the following meanings:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Capital Southwest Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment (excluding any Cash Collateral) by (y) the applicable Advance Rate; provided that: (a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less fewer than 15 20 different Portfolio Companiesissuers; provided that for the first 12 months following the Effective Date(b) if, as of such date, the minimum number of Portfolio Companies may be 12 as long as the overall utilization of the Borrowing Base Relevant Asset Coverage Ratio is less (i) greater than 50% (for these purposes, utilization of the Borrowing Base on any day means the fraction expressed as a percentage, the numerator of which is the sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of which is the Borrowing Base in effect on such day); with respect or equal to all Eligible Portfolio Investments issued by a single Portfolio Company2.00:1.00, the Advance Rate applicable to that portion of such Eligible Portfolio Investments that exceeds 7.5% of the Obligors’ Net Worth shall be 0%; provided that, during the first 12 months following the Effective Date, with respect to each of the four (4) largest Portfolio Companies (based on the fair value of the Eligible Portfolio Investments), only that portion Value of the Eligible Portfolio Investments issued by such a single Portfolio Company that exceeds 10exceeding 6% of the Obligors’ Net Worth shall have an Advance Rate of 0%; if at any time the weighted average Risk Factor aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (based on for the fair value avoidance of such Eligible Portfolio Investments) exceeds 2950doubt, the Borrowing Base calculation of Value for purposes of this subclause shall be reduced by removing made without taking into account any Advance Rate), 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 Value of the Eligible Portfolio Investments therefrom (but not from issued by a single Portfolio Company exceeding 5% of the Collateral) to the extent necessary to cause the weighted average Risk Factor aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), shall be 50% of the otherwise applicable Advance Rate; or (iii) less than 1.75:1.00, the Advance Rate applicable to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein); the that portion of the Borrowing Base attributable to Value of the Eligible Portfolio Investments with issued by a Risk Factor higher than 3490 shall not exceed 2025single Portfolio Company exceeding 4% of the Borrowing Base and aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (108) (for the avoidance of doubt, the calculation of Value for purposes of this subclause shall be reduced by removing made without taking into account any Advance Rate), shall be 50% of the otherwise applicable Advance Rate; (c) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2025issued by a single Portfolio Company exceeding 12% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing BaseBase (for the avoidance of doubt, the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), shall be 0%; (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 10% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), shall be 0%; or (iii) less than 1.75:1.00, the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 8% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this subclause shall be made without taking into account any Advance Rate), shall be 0%; (d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities Performing PIK Obligations or First Lien Bank Performing DIP Loans shall not exceed 70(i) commencing from the Amendment No. 2 Effective Date and ending on and through December 31, 2020, 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateralii) to the extent such portion would otherwise exceed 70at all other times, 10% of the Borrowing Base;; (e) if, as of such date, the Relevant Asset Coverage Ratio is (A) (i) greater than or equal to 2.00:1.00 or (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00 and, with respect to this subclause (ii), the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (e), the “Gross Borrowing Base”) is greater than or equal to 1.50 times the Senior Debt Amount, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Senior Investments shall be at least 35% of the Borrowing Base; (B) less than 2.00:1.00 and greater than or equal to 1.75:1.00, and the Gross Borrowing Base is less than 1.50 times the Senior Debt Amount, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Senior Investments shall be at least 60% of the Borrowing Base; or (C) less than 1.75:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Senior Investments shall be at least (i) 50% of the Borrowing Base if the Gross Borrowing Base is greater than or equal to 1.50 times the Senior Debt Amount, and (ii) 75% of the Borrowing Base if the Gross Borrowing Base is less than 1.50 times the Senior Debt Amount; (f) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing High Yield Securities and Performing Mezzanine Investments shall not exceed 50% of the Borrowing Base; (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that (109) are Performing High Yield Securities and Performing Mezzanine Investments shall not exceed 30% of the Borrowing Base; or (iii) less than 1.75:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing High Yield Securities and Performing Mezzanine Investments shall not exceed 20% of the Borrowing Base; (g) if, as of such date, the Relevant Asset Coverage Ratio is greater than or equal to 1.75:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the (i) Largest Industry Classification Group shall not exceed 25% of the Borrowing Base, (ii) Second Largest Industry Classification Group shall not exceed 20% of the Borrowing Base and (iii) the Third Largest Industry Classification Group shall not exceed 20% of the Borrowing Base; (h) if, as of such date, the Relevant Asset Coverage Ratio is less than 1.75:1.00, the portion of the Borrowing Base attributable to Eligible Portfolio Investments in each of the Industry Classification Groups that are part of the Largest Industry Classification Group, Second Largest Industry Classification Group and the Third Largest Industry Classification Group shall, in each case, not exceed 20% of the Borrowing Base; (i) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group, the Second Largest Industry Classification Group and the Third Largest Industry Classification Group) shall, in each case, not exceed 15% of the Borrowing Base; (j) the weighted average maturity (based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) of all Unquoted Investments that are Debt Eligible Portfolio Investments (excluding Long-Term U.S. Government Securities) shall not exceed 5 years; (k) the portion of the Borrowing Base attributable to Unquoted Investments that are Debt Eligible Portfolio Investments (excluding Long-Term U.S. Government Securities) with a maturity greater than 7 years shall not exceed 20% of the Borrowing Base; (l) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments shall not exceed 10% of the Borrowing Base; (m) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are investments in a Permitted Foreign Jurisdiction shall not exceed 20% of the Borrowing Base; (n) [intentionally omitted]; (o) [intentionally omitted]; (p) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing Mezzanine Investments, Performing Second Lien Credit Facility Loans and Performing Subordinated Covenant-Lite Loans shall not exceed 50% of the Borrowing Base; (110)
Appears in 1 contract
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment (excluding any cash held by the Administrative Agent pursuant to Section 2.04(k)) by (y) the applicable Advance Rate; provided that: (a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less fewer than 15 20 different Portfolio Companiesissuers; provided (b) the Advance Rate applicable to that for the first 12 months following the Effective Date, the minimum number of Portfolio Companies may be 12 as long as the overall utilization portion of the Borrowing Base is less than 50% (for these purposes, utilization aggregate Value of the Borrowing Base on any day means the fraction expressed as a percentage, the numerator of which is the sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of which is the Borrowing Base in effect on such day); with respect to all Eligible Portfolio Investments issued by all issuers in a single consolidated group of corporations or other entities in accordance with GAAP exceeding (i) 5% of the aggregate Value of all Eligible Portfolio CompanyInvestments included in the Borrowing Base (for the avoidance of doubt, the calculation of fair value for purposes of this subclause shall be made without taking into account any Advance Rate) (the “Total Eligible Portfolio”), shall be 50% of the otherwise applicable Advance Rate and (ii) the Advance Rate applicable to that portion of the aggregate fair value of Eligible Portfolio Investments of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 7.5% 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 such the aggregate fair value of Eligible Portfolio Investments that exceeds 7.5of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the Obligors’ Net Worth Total Eligible Portfolio shall be 0%; provided that, during (c) the first 12 months following the Effective Date, with respect Advance Rate applicable to each of the four (4) largest Portfolio Companies (based on the fair value of the Eligible Portfolio Investments), only that portion of the Total Eligible Portfolio Investments issued by such Portfolio Company Companies in the same Industry Classification Group that exceeds 10(x) 20% of the Obligors’ Net Worth Total Eligible Portfolio for each of the Two Largest Industry Classification Groups, and (y) 15% of the Total Eligible Portfolio for any other industry sector, shall have an Advance Rate of be 0%; if at any time (d) the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) Advance Rate applicable to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein); the that portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 2025% aggregate Value of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2025% of the Borrowing Base; the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or Performing First Lien Bank Loans shall not exceed 70that exceeds 30% of the Borrowing Base and the Borrowing Base Total Eligible Portfolio shall be reduced by removing Eligible 0%; (e) the Advance Rate applicable to that portion of the aggregate Value of Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 70that are Performing Mezzanine Investments, Performing High Yield Securities, Performing PIK Obligations and Performing DIP Loans that exceeds 20% of the Borrowing Base;Total Eligible Portfolio shall be 0%; (f) the Advance Rate applicable to that portion of the aggregate Value of Portfolio Investments that are Performing PIK Obligations that exceeds 5% of the Total Eligible Portfolio shall be 0%; (g) the Advance Rate applicable to that portion of the aggregate Value of Portfolio Investments that are Performing DIP Loans that exceeds 10% of the Total Eligible Portfolio shall be 0%; and
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Barings Capital Investment Corp)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) Advance Rates of 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 Ratelast paragraph of Section 2.09(a)); provided that: 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 6% of the aggregate Value of all Eligible Portfolio Investments in their entirety the Collateral Pool as of the end of the most recent quarter shall be 050% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different Portfolio Companies; provided that for the first 12 months following the Effective Date, the minimum number of Portfolio Companies may be 12 as long as the overall utilization of the Borrowing Base is less than 50% (for these purposes, utilization of the Borrowing Base on any day means the fraction expressed as a percentage, the numerator of which is the sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of which is the Borrowing Base in effect on such day)Advance Rate otherwise applicable; with respect to all Eligible Portfolio Investments issued by a single Portfolio Company, the Advance Rate applicable to that portion of such Eligible the aggregate Value of the Portfolio Investments that exceeds 7.5of all issuers in a Consolidated Group exceeding 12% of the Obligors’ Net Worth aggregate Value of all Portfolio Investments in the Collateral Pool as of the end of the most recent quarter shall be 0%; the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Collateral Pool as of the end of the most recent quarter shall be 0%; provided that, during the first 12 months following the Effective Date, with respect to each of the four (4) largest Portfolio Companies (based on Investments in a single Industry Classification Group from time to time designated by the fair value of Borrower to the Eligible Portfolio Investments)Administrative Agent such 25% figure shall be increased to 30% and, accordingly, only to the extent that portion of the Eligible Portfolio Investments issued by Value for such Portfolio Company that single Industry Classification Group exceeds 1030% of the Obligors’ Net Worth shall have an Advance Rate of 0%; if at any time the weighted average Risk Factor aggregate Value of all Eligible Portfolio Investments in the Borrowing Base (based on Collateral Pool as of the fair value end of the most recent quarter shall the Advance Rate applicable to such Eligible excess Value be 0%; no Portfolio Investments) exceeds 2950, the Borrowing Base shall Investment may be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments included in the Borrowing Base to be no greater than 2950 unless the Collateral Agent maintains a first priority, perfected Lien (subject to all other constraintsPermitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as defined in the Guarantee and Security Agreement) to the Collateral Agent, limitations and restrictions set forth hereinthen only for so long as such Portfolio Investment continues to be Delivered as contemplated therein; the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%; the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base); the portion of the Borrowing Base attributable to Eligible Non-Performing Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 202515% and the portion of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible attributable to Portfolio Investments therefrom (but that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not from the Collateral) to the extent such portion would otherwise exceed 2025% of the Borrowing Base5%; the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not Cashexceed 5% without the consent of the Administrative Agent and JPMorgan Chase Bank, Cash EquivalentsN.A.; at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 2.00 to 1:00, Long-Term U.S. Government Securities or but less than 2.25 to 1.00, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 70% 62.5%; and at any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 2.25 to 1:00, the portion of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible attributable to Portfolio Investments therefrom (but other than Performing First Lien Bank Loans shall not from the Collateral) to the extent such portion would otherwise exceed 70% of the Borrowing Base;67.5%.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.)
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment (excluding any cash held by the Administrative Agent pursuant to Section 2.04(k)) by (y) the applicable Advance Rate; provided that: (a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less fewer than 15 20 different Portfolio Companiesissuers; provided (b) the Advance Rate applicable to that for the first 12 months following the Effective Date, the minimum number of Portfolio Companies may be 12 as long as the overall utilization portion of the Borrowing Base is less than 50% (for these purposes, utilization aggregate Value of the Borrowing Base on any day means the fraction expressed as a percentage, the numerator of which is the sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of which is the Borrowing Base in effect on such day); with respect to all Eligible Portfolio Investments issued by all issuers in a single consolidated group of corporations or other entities in accordance with GAAP exceeding (i) 5% of the aggregate Value of all Eligible Portfolio CompanyInvestments included in the Borrowing Base (for the avoidance of doubt, the calculation of fair value for purposes of this subclause shall be made without taking into account any Advance Rate) (the “Total Eligible Portfolio”), shall be 50% of the otherwise applicable Advance Rate and (ii) the Advance Rate applicable to that portion of the aggregate fair value of Eligible Portfolio Investments of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 7.5% 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 such the aggregate fair value of Eligible Portfolio Investments that exceeds 7.5of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the Obligors’ Net Worth Total Eligible Portfolio shall be 0%; provided that, during (c) the first 12 months following the Effective Date, with respect Advance Rate applicable to each of the four (4) largest Portfolio Companies (based on the fair value of the Eligible Portfolio Investments), only that portion of the Total Eligible Portfolio Investments issued by such Portfolio Company Companies in the same Industry Classification Group that exceeds 10(x) 20% of the Obligors’ Net Worth Total Eligible Portfolio for each of the Two Largest Industry Classification Groups, and (y) 15% of the Total Eligible Portfolio for any other industry sector, shall have an Advance Rate of be 0%; if at any time (d) the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base (based on the fair value of such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) Advance Rate applicable to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein); the that portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 2025% aggregate Value of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2025% of the Borrowing Base; the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or Performing First Lien Bank Loans shall not exceed 70that exceeds 30% of the Borrowing Base and the Borrowing Base Total Eligible Portfolio shall be reduced by removing Eligible 0%; (e) the Advance Rate applicable to that portion of the aggregate Value of Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 70that are Performing Mezzanine Investments, Performing High Yield Securities, Performing PIK Obligations and Performing DIP Loans that exceeds 20% of the Borrowing Base;Total Eligible Portfolio shall be 0%; (f) the Advance Rate applicable to that portion of the aggregate Value of Portfolio Investments that are Performing PIK Obligations that exceeds 5% of the Total Eligible Portfolio shall be 0%; 107
Appears in 1 contract
Samples: 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 Eligible 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)) and (y) the applicable Advance RateRate for such Portfolio Investment; provided that: the Advance Rate applicable to the aggregate Value (a) if, as 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 Portfolio Companies; provided that for the first 12 months following the Effective Datesuch date, the minimum number of Portfolio Companies may be 12 as long as the overall utilization of the Borrowing Base Consolidated Asset Coverage Ratio is less (i) greater than 50% (for these purposes, utilization of the Borrowing Base on any day means the fraction expressed as a percentage, the numerator of which is the sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of which is the Borrowing Base in effect on such day); with respect or equal to all Eligible Portfolio Investments issued by a single Portfolio Company2.00:1.00, the Advance Rate applicable to that portion of such Eligible the aggregate Value of the Portfolio Investments that exceeds 7.5included in the 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 Obligors’ Net Worth aggregate Value of all Portfolio Investments in the Collateral Pool, shall be 0%; provided that, during the first 12 months following the Effective Date, with respect to each 50% of the four otherwise applicable Advance Rate; (4ii) largest Portfolio Companies (based on less than 2.00:1.00 and greater than or equal to 1.75:1.00, the fair value of the Eligible Portfolio Investments), only Advance Rate applicable to that portion of the Eligible aggregate Value of the Portfolio Investments issued by such Portfolio Company that exceeds 10included in the Borrowing Base of all issuers in a Consolidated Group in accordance with GAAP exceeding 5% of the Obligors’ Net Worth shall have an Advance Rate of 0%; if at any time the weighted average Risk Factor aggregate Value of all Eligible Portfolio Investments in the Borrowing Base Collateral Pool, shall be 50% of the otherwise applicable Advance Rate; or (based on iii) less than 1.75:1.00, the fair value Advance Rate applicable to that portion of such Eligible the aggregate Value of the Portfolio Investments) exceeds 2950, Investments included in the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible issuers in a Consolidated Group in accordance with GAAP exceeding 4% of the aggregate Value of all Portfolio Investments in the Borrowing Base to Collateral Pool, shall be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein); the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 202550% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2025% of the Borrowing Base; the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or First Lien Bank Loans shall not exceed 70% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 70% of the Borrowing Baseapplicable Advance Rate;
Appears in 1 contract
Samples: 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 Eligible Portfolio Investment (excluding any cash held by the Administrative Agent pursuant to Section 2.04(k)) by (y) the applicable Advance Rate; provided that: (a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less fewer than 15 20 different Portfolio Companiesissuers; provided that for the first 12 months following the Effective Date, the minimum number of Portfolio Companies may be 12 as long as the overall utilization of the Borrowing Base is less than 50% (for these purposes, utilization of the Borrowing Base on any day means the fraction expressed as a percentage, the numerator of which is the sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of which is the Borrowing Base in effect on such day); with respect to all Eligible Portfolio Investments issued by a single Portfolio Company, b) the Advance Rate applicable to that portion of such Eligible Portfolio Investments that exceeds 7.5% of the Obligors’ Net Worth shall be 0%; provided that, during the first 12 months following the Effective Date, with respect to each of the four (4) largest Portfolio Companies (based on the fair value of the Eligible Portfolio Investments), only that portion aggregate Value of the Eligible Portfolio Investments issued by such Portfolio Company that exceeds 10all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding (i) 5% of the Obligors’ Net Worth shall have an Advance Rate of 0%; if at any time the weighted average Risk Factor aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (based on 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 such Eligible Portfolio Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average Risk Factor of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 7.5% of the Total Eligible Portfolio Investments in shall be 0%; (c) the Borrowing Base Advance Rate applicable to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein); the that portion of the Borrowing Base attributable to Total Eligible Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 2025issued by Portfolio Companies in the same Industry Classification Group that exceeds (x) 20% of the Borrowing Base and the Borrowing Base shall be reduced by removing Total Eligible Portfolio Investments therefrom for each of the Two Largest Industry Classification Groups, and (but not from the Collateraly) to the extent such portion would otherwise exceed 202515% of the Borrowing BaseTotal Eligible Portfolio for any other industry sector, shall be 0%; (d) the Advance Rate applicable to that portion of the Borrowing Base attributable to Eligible aggregate Value of Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or Performing First Lien Bank Loans shall not exceed 70that exceeds 30% of the Borrowing Base and the Borrowing Base Total Eligible Portfolio shall be reduced by removing Eligible 0%; (e) the Advance Rate applicable to that portion of the aggregate Value of Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 70that are Performing Mezzanine Investments, Performing High Yield Securities, Performing PIK Obligations and Performing DIP Loans that exceeds 20% of the Borrowing Base;Total Eligible Portfolio shall be 0%; (f) the Advance Rate applicable to that portion of the aggregate Value of Portfolio Investments that are Performing PIK Obligations that exceeds 5% of the Total Eligible Portfolio shall be 0%; 126
Appears in 1 contract
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible 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)) and (y) the applicable Advance RateRate for such Portfolio Investment; provided that: the Advance Rate applicable to the aggregate Value (a) if, as 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 Portfolio Companies; provided that for the first 12 months following the Effective Datesuch date, the minimum number of Portfolio Companies may be 12 as long as the overall utilization of the Borrowing Base Consolidated Asset Coverage Ratio is less (i) greater than 50% (for these purposes, utilization of the Borrowing Base on any day means the fraction expressed as a percentage, the numerator of which is the sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of which is the Borrowing Base in effect on such day); with respect or equal to all Eligible Portfolio Investments issued by a single Portfolio Company2.00:1.00, the Advance Rate applicable to that portion of such Eligible the aggregate Value of the Portfolio Investments that exceeds 7.5included in the 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 Obligors’ Net Worth aggregate Value of all Portfolio Investments in the Collateral 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 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 Collateral 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 Borrowing Base of all issuers in a Consolidated Group in accordance with GAAP exceeding 4% of the aggregate Value of all Portfolio Investments in the Collateral Pool, shall be 50% of the otherwise applicable Advance Rate; (b) if, as of such date, the 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 Borrowing Base of all issuers in a Consolidated Group in accordance with GAAP exceeding 12% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%; (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Borrowing Base of all issuers in a Consolidated Group in accordance with GAAP exceeding 10% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0% or (iii) less than 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Borrowing Base of all issuers in a Consolidated Group in accordance with GAAP exceeding 8% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%; (c) if, as of such date, the 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 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, during the first 12 months following the Effective Date, with respect to each of Portfolio Investments in a single Industry Classification Group from time to time designated by the four Borrower to the Administrative Agent, such 25% figure shall be increased to 30%, (4ii) largest Portfolio Companies (based on less than 2.00:1.00 and greater than or equal to 1.75:1.00, the fair value of the Eligible Portfolio Investments), only Advance Rate applicable to that portion of the Eligible aggregate Value of the Portfolio Investments issued by such Portfolio Company included in the Borrowing Base in any single Industry Classification Group that exceeds 1020% of the Obligors’ Net Worth shall have an Advance Rate of 0%; if at any time the weighted average Risk Factor aggregate Value of all Eligible Portfolio Investments in the Collateral Pool shall be 0%, provided that, with respect to Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent, such 20% figure shall be increased to 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 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%; (based on the fair value d) if, as of such Eligible Portfolio Investmentsdate, the Consolidated Asset Coverage Ratio is (i) exceeds 2950greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the aggregate Value of Non- Core Investments included in the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) 0% to the extent necessary so that no more than 20% of the Borrowing Base is attributable to cause such investments, (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the weighted average Risk Factor Advance Rate applicable to that portion of all Eligible Portfolio the 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 aggregate Value of Non-Core Investments included in the Borrowing Base shall be 0% to the extent necessary so that no greater more than 2950 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 all other constraintsPermitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as defined in the Guarantee and Security Agreement) to the Collateral Agent, limitations and restrictions set forth herein)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 Value of 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 Value of 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; (g) the portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 Equity Interests shall not exceed 202510% (it being understood that in no event shall Equity Interests of the Borrowing Base and the Borrowing Base shall Financing Subsidiaries be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 2025% of included in the Borrowing Base); (h) the portion of the Borrowing Base attributable to Eligible Non-Performing Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or First Lien Bank Loans shall not exceed 7010% and the portion of the Borrowing Base and attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; (i) the portion of the Borrowing Base shall be reduced by removing Eligible attributable to Portfolio Investments therefrom (but invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway, and Sweden, shall not from exceed 5% without the Collateral) to the extent such portion would otherwise exceed 70% consent of the Borrowing Base;Administrative Agent; and
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Nuveen Churchill Direct Lending Corp.)
