Common use of Collateral Value Calculation Procedures Clause in Contracts

Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral Asset, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral Assets, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision. (a) All calculations with respect to Scheduled Distributions on any Collateral Asset shall be made on the basis of information as to the terms of each such Collateral Asset and upon reports of payments, if any, received on such Collateral Asset that are furnished by or on behalf of the Obligor of such Collateral Asset and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations. USActive 59109857.1659109857.18 (b) For purposes of calculating anythe Borrowing Base Test, except as otherwise specified in the applicable Borrowing Base Test, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral Assets, unless or until such fees are actually paid. (c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset (other than a Defaulted Loan or an Ineligible Collateral Asset, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral Asset, (ii) proceeds of the sale of such Collateral Asset received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X. (d) Except as otherwise expressly provided herein, each Scheduled Distribution receivable with respect to a Collateral Asset shall be assumed to be received on the applicable Due Date. (e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made. (f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets will be treated as having a Principal Balance of zero. (g) Except as otherwise provided herein, Ineligible Collateral Assets will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of eachthe Borrowing Base on and after the date such Collateral Asset constitutes an Ineligible Collateral Asset. (h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded. (i) Portions of the same Collateral Asset acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets or Delayed Drawdown Collateral Assets) will, for purposes of determining the Purchase Price of such Collateral Asset, be treated as separate acquisitions on separate dates (and not a weighted average purchase price for any particular Collateral Asset). USActive 59109857.1659109857.18 (j) For purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%. (k) For purposes of calculating compliance with anythe Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset or Eligible Investment, unless otherwise specified herein, the trade date with respect to any such Collateral Asset or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with anythe Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with anythe Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Asset Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor). (l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time. (m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Document Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor. (n) Any payments, fees or Advances herein denominated in an Eligible Currency shall be made with such Eligible Currency. (o) Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be derived using the Applicable Conversion Rate of such amount, as applicable.

Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision. (a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations. USActive 59109857.1659109857.1853861575.5 -52- (b) For purposes of calculating anythe Borrowing Base Testthe Coverage Tests, except as otherwise specified in the applicable Borrowing Base TestCoverage Tests, such calculations will not include (i) scheduled interest and principal payments on Defaulted Collateral Loans and Ineligible Collateral Assets Loans unless or until such payments are actually made or such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid. (c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Collateral Loan or an Ineligible Collateral AssetLoan, which, unless such payments are determined likely to be received by the Servicer pursuant to the definition of Collateral Interest Amount and except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X. (d) Except as otherwise expressly provided herein, each Each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date. (e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made. (f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of equal to zero. (g) Except as otherwise provided herein, Ineligible Collateral Assets will (i) not be included in the calculation Determinations of the Collateral Quality TestLoans, (ii) or portions thereof, that constitute Excess Concentration Amounts will be treated as having an Asset Value of zero and (iii) be excluded from determined in the calculation of eachthe way that produces the highest Borrowing Base on and after at the date time of determination, it being understood that a Collateral Loan (or portion thereof) that falls into more than one category of Collateral Loans will be deemed, solely for purposes of such Collateral Asset constitutes an Ineligible Collateral Assetdeterminations, to fall only into the category that produces the highest such Borrowing Base at such time (without duplication). (h) For purposes All calculations required to be made hereunder with respect to the Collateral Loans and the Borrowing Base shall be made on a trade date basis and after giving effect to (x) all purchases or sales to be entered into on such trade date and (y) all Advances requested to be made on such trade date plus the balance of determining all unfunded Advances to be made in USActive 53861575.5 -53- connection with the Minimum Weighted Average Spread Test Borrower’s purchase of previously requested (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cashapproved) will be excludedCollateral Loans. (i) [Reserved.] (j) References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price purchase price of such Collateral AssetLoan, be treated as separate acquisitions purchases on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan). USActive 59109857.1659109857.18. (jk) For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%. (kl) For purposes of calculating compliance with anythe Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation test under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, unless otherwise specified herein, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with anythe Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, for purposes of calculating compliance with anythe Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Asset Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder upon settlement of the acquisition of a Collateral Asset (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset (based on the sale price therefor). (l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes such Concentration Limitations to be exceeded) the Collateral Assets, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time. (m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Document Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor. (n) Any payments, fees or Advances herein denominated in an Eligible Currency shall be made with such Eligible Currency. (o) Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be derived using the Applicable Conversion Rate of such amount, as applicable.

Collateral Value Calculation Procedures. In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral AssetLoan, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral AssetsLoans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Assets Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.04 shall be applied. The provisions of this Section 1.04 shall be applicable to any determination or calculation that is covered by this Section 1.04, whether or not reference is specifically made to Section 1.04, unless some other method of calculation or determination is expressly specified in the particular provision. (a) All calculations with respect to Scheduled Distributions on any Collateral Asset Loan shall be made on the basis of information as to the terms of each such Collateral Asset Loan and upon reports of payments, if any, received on such Collateral Asset Loan that are furnished by or on behalf of the Obligor of such Collateral Asset Loan and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations. -66- DOCPROPERTY "DocID" \* MERGEFORMAT USActive 59109857.1659109857.1860781347.5 (b) For purposes of calculating anythe the Borrowing Base Test, except as otherwise specified in the applicable Borrowing Base Test, such calculations will not include (i) scheduled interest and principal payments on Ineligible Collateral Assets Loans unless or until such payments are actually made and (ii) ticking fees and other similar fees in respect of Collateral AssetsLoans, unless or until such fees are actually paid. (c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Collateral Asset Loan (other than a Defaulted Loan or an Ineligible Collateral AssetLoan, which, except as otherwise provided herein, shall be assumed to have Scheduled Distributions of zero) shall be deemed to be the total amount of (i) payments and collections to be received during such Collection Period in respect of such Collateral AssetLoan, (ii) proceeds of the sale of such Collateral Asset Loan received and, in the case of sales which have not yet settled, to be received during such Collection Period that are not reinvested in additional Collateral Assets Loans or retained in a Collection Account for subsequent reinvestment pursuant to Article X, which proceeds, if received as scheduled, will be available in a Collection Account and available for distribution at the end of such Collection Period and (iii) amounts referred to in clause (i) or (ii) above that were received in prior Collection Periods but were not disbursed on a previous Payment Date or retained in a Collection Account for subsequent reinvestment pursuant to Article X. (d) Except as otherwise expressly provided herein, each Scheduled Distribution receivable with respect to a Collateral Asset Loan shall be assumed to be received on the applicable Due Date. (e) References in the Priority of Payments to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made. (f) For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Ineligible Collateral Assets Loans will be treated as having a Principal Balance of zero. (g) Except as otherwise provided herein, Ineligible Collateral Assets Loans will (i) not be included in the calculation of the Collateral Quality Test, (ii) be treated as having an Asset Value of zero and (iii) be excluded from the calculation of eachthe each Borrowing Base on and after the date such Collateral Asset Loan constitutes an Ineligible Collateral AssetLoan. (h) For purposes of determining the Minimum Weighted Average Spread Test (and related computations of Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded. (i) Portions of the same Collateral Asset Loan acquired by the Borrower on different dates (excluding subsequent draws under Revolving Collateral Assets Loans or Delayed Drawdown Collateral AssetsLoans) will, for purposes of determining the Purchase Price of such Collateral AssetLoan, be treated as separate acquisitions on separate dates (and not a weighted average purchase price for any particular Collateral AssetLoan). DOCPROPERTY "DocID" \* MERGEFORMAT USActive 59109857.1659109857.1860781347.5 (j) For purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%. (k) For purposes of calculating compliance with anythe the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation under this Agreement in connection with the acquisition or disposition of a Collateral Asset Loan or Eligible Investment, unless otherwise specified herein, the trade date with respect to any such Collateral Asset Loan or Eligible Investment acquired or disposed of or under consideration for acquisition or disposition shall be used to determine compliance with anythe the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation and whether such acquisition or disposition is permitted hereunder; provided that, that (i) for purposes of calculating compliance with anythe the Borrowing Base Test, the Collateral Quality Test or any Concentration Limitation, the calculation thereof shall assume (and give pro forma effect to) (x) the making of an Advance to the Borrower (based on the Asset Advance Rate applicable thereto) and any capital contribution to the Borrower by the Equityholder upon settlement of the acquisition of a Collateral Asset Loan (based on the applicable Purchase Price) and (y) the repayment of an Advance to the Borrower upon settlement of the disposition of a Collateral Asset Loan (based on the sale price therefor)) and (ii) for purposes of calculating the Borrowing Base Test, the Collateral Quality Test, or any Concentration Limitation in connection with the making or repayment of any Advance, such calculation shall be recalculated at the time such Advance is made or repaid after giving effect to the settlement of any Collateral Loan acquired or disposed of. (l) At any time when any one or more of the Concentration Limitations are exceeded, the Borrower (or the Collateral Manager Servicer acting on its behalf) shall select (from among the Collateral Assets whose Principal Balance causes Loans causing such Concentration Limitations to be exceeded) the Collateral AssetsLoans, or portions thereof, to be allocated to the Excess Concentration Amount, and revise such allocations from time to time. (m) To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Administrative Agent as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Collateral Agent, the Document Custodian and the Securities Intermediary, shall be entitled to conclusively rely thereon without any responsibility or liability therefor. (n) Any direction required hereunder relating to the purchase, acquisition, sale, disposition, substitution or other transfer of the Collateral may be in the form of a trade ticket, confirmation of trade, trade blotter or instruction to post or to commit to the trade from the Borrower on which the Collateral Agent and Collateral Administrator may rely and shall be deemed to constitute a certification that such transaction is in compliance with and satisfies all applicable provisions and conditions hereunder. (o) Any payments, fees or Advances herein denominated in an Eligible Currency shall be made with such Eligible Currency.. DOCPROPERTY "DocID" \* MERGEFORMAT USActive 60781347.5 (op) Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be derived using the Applicable Conversion Rate of such amount, as applicable.