Unquoted Investments. (i) With respect to Unquoted Investments, the fair value of such Investment shall be determined, not less frequently than once per Fiscal Quarter, in accordance with, the Investment Company Act and any orders of the Securities and Exchange Commission by the Board of Directors of the Borrower in its good faith judgment and consistent with past practices as described in the Borrower’s reports and other filings filed with the Securities and Exchange Commission as such practices may be amended from time to time in accordance with the last sentence in this definition of “Value”, including consideration of valuation procedures of a third-party valuation firm selected by the Borrower and reasonably acceptable to the Administrative Agent, and as approved by the Administrative Agent in its reasonable credit judgment. The valuation practices described in the Borrower’s reports and other filings filed with the Securities and Exchange Commission may be amended from time to time provided that the Borrower shall furnish to the Administrative Agent, prior to the effective date of any such amendment or modification, prompt notice of any changes in such practices and shall not agree or otherwise permit to occur any modification of such practices in any manner that would or would reasonably be expected to adversely affect the interests or remedies of the Administrative Agent or the Secured Parties under this Agreement or any Loan Document or impair the collectability of any Investment without the prior written consent of the Administrative Agent (in its sole discretion).
Unquoted Investments. With respect to any Specified Financial Asset for which market quotations are not readily available, the Borrowers shall conduct internal reviews of such Specified Financial Asset at least once each calendar month in order to determine the fair value of such Specified Financial Asset. Such internal reviews and determinations of value shall take into account any events of which the Borrowers have knowledge that adversely affect the Value of Specified Financial Assets. For any particular Eligible Specified Financial Asset whose current Value is determined pursuant to an internal review in accordance with this Section 6.15(b)(ii)(B), to the extent such Eligible Specified Financial Asset is (i) included in the Borrowing Base and (ii) has a fair value in excess of $10 million individually or in excess of $25 million in the aggregate when taken together with all other such Eligible Specified Financial Assets, the Borrowers shall deliver to the Administrative Agent a negative assurance or valuation opinion from an independent third-party appraisal firm within 45 days of the end of each applicable fiscal quarter.
Unquoted Investments. External Review. With respect to each Portfolio Investment for which market quotations are not readily available (each, an “Unquoted Investment”), the Borrower shall value such Unquoted Investments in a manner consistent with its Investment Objectives, but in any event including that it shall request an Approved Third-Party Appraiser to assist the Board of Directors of the Borrower in determining the fair market value of each such Unquoted Investment (other than any Unquoted Investment that the Administrative Agent has most recently notified the Borrower that it intends to have an Approved Third Party Appraiser selected by the Administrative Agent value), as at the last day of each fiscal quarter, commencing with the fiscal quarter ending June 30, 2022, in each case, as selected by the Borrower in its sole discretion (with respect to such Unquoted Investment) (each, a “Testing Quarter”); provided that:
Unquoted Investments. External Review. With respect to each Portfolio Investment for which market quotations are not readily available, the Borrower shall select an Approved Third-Party Appraiser to determine whether the fair market value of each such Portfolio Investment calculated by the Borrower is within a reasonable range (on a positive assurance basis). Within 45 days after the end of each fiscal quarter, the Borrower shall provide to the Administrative Agent a copy of a report of such Approved Third-Party Appraiser as at the last day of such fiscal quarter. Each such report shall address the valuation of each such Portfolio Investment to which the Borrower has assigned, in accordance with the Borrower’s Investment Policies in effect on the Closing Date, an investment category of 3, 4 or 5 (as such investment categories are defined in the Borrower’s filings with the Securities and Exchange Commission), and such report for two fiscal quarters each year shall also address the valuation of all other Portfolio Investments for which market quotations are not readily available. Furthermore, the Value of any such Portfolio Investment (i.e., a Portfolio Investment for which market quotations are not readily available) acquired shall be deemed to be equal to the cost of such Portfolio Investment until such time as the fair market value of such Portfolio Investment is determined in accordance with the provisions of this sub-clause (B).
Unquoted Investments. (i) With respect to Unquoted Investments, the fair value of such Investment shall be determined, not less frequently than once per Fiscal Quarter, in accordance with, the Investment Company Act and any orders of the Securities and Exchange Commission by the Board of Directors (or appropriate committee thereof with the necessary delegated authority) of the Borrower in its good faith judgment and consistent with past practices as described in the Borrower’s reports and other filings filed with the Securities and Exchange Commission as such practices may be amended from time to time in accordance with the last sentence in this definition of “Value”, including consideration of valuation procedures of a third-party valuation firm selected by the Borrower and reasonably acceptable to the Administrative Agent, and as approved by the Administrative Agent in its reasonable credit judgment. The valuation practices described in the Borrower’s reports and other filings filed with the Securities and Exchange Commission may be amended from time to time provided that the Borrower shall furnish to the Administrative Agent, prior to the effective date of any material amendment or modification, prompt notice of any such material amendment or modification to such practices and shall not agree or otherwise permit to occur any modification of such practices in any manner that would or would reasonably be expected to adversely affect the interests or remedies of the Administrative Agent or the Secured Parties under this Agreement or any Loan Document or impair the collectability of any Investment without the prior written consent of the Administrative Agent (in its sole discretion).
Unquoted Investments. The value of each Unquoted Investment (the “Unquoted Reported Value”) shall be the “fair value” of such Unquoted Investment as reported in the most recent 10-Q or 10-K filed by Parent with the SEC (which valuations are (i) produced by Parent consistent with its Investment and Valuation Policies and (ii) are reviewed by Parent’s external auditors); provided that, (i) for each Unquoted Investment acquired by Borrower prior to the “fair value” thereof having been reported in the most recent 10-Q or 10-K filed by Parent with the SEC, the value thereof shall be the par value of such Unquoted Investment multiplied by the purchase price (expressed as a percentage of par) paid by Parent to acquire such Unquoted Investment, until such time as the “fair value” thereof is reported as described above in this clause (B), (ii) if Agent so requests as a result of its reasonable determination that intervening events may have resulted in a change in the most recently determined (pursuant to this definition) “fair value” of such Unquoted Investment, Borrower shall cause Parent to recalculate (as of the date of determination of the value of such Unquoted Investment) its “fair value” calculation of such Unquoted Investment using the same methodology as described above in this clause (B), and (iii) at the request of Agent, the Borrower shall cause Parent to deliver to Agent Parent’s internal valuation memorandum pursuant to which the “fair value” of any Unquoted Investment is established, and Agent shall maintain the confidentiality of any such internal valuation memorandum.
Unquoted Investments. With respect to Portfolio Investments for which market quotations are not readily available, Borrower shall value such Portfolio Investments quarterly in a manner consistent with its existing valuation policy described in the Disclosure Documents (the “Valuation Policy”).
Unquoted Investments. With respect to Unquoted Investments,
Unquoted Investments. (i) With respect to Unquoted Investments, the fair value of such Investment shall be determined, not less frequently than once per Fiscal Quarter, in accordance with, the Investment Company Act and any orders of the Securities and Exchange Commission by the Board of Directors (or appropriate committee thereof with the necessary delegated authority) of the Borrower in its good faith judgment and consistent with past practices as described in the Borrower’s reports and other filings filed with the Securities and Exchange Commission as such practices may be amended from time to time in accordance with the last sentence in this definition of “Value”, including consideration of valuation procedures of a third-party valuation firm selected by the Borrower and reasonably acceptable to the Administrative Agent, and as approved by the Administrative Agent in its reasonable credit judgment. The valuation practices described in the Borrower’s reports and other filings filed with the Securities and Exchange Commission may be amended from time to time provided that the Borrower shall furnish to the Administrative Agent, prior to the effective date of any suchmaterial amendment or modification, prompt notice of any changes insuch material amendment or modification to such practices and shall not agree or otherwise permit to occur any modification of such practices in any manner that would or would reasonably be expected to adversely affect the interests or remedies of the Administrative Agent or the Secured Parties under this Agreement or any Loan Document or impair the collectability of any Investment without the prior written consent of the Administrative Agent (in its sole discretion). Conformed Credit Agreement - Page 54 140760.01015/126600145v.2
Unquoted Investments. With respect to Unquoted Investments, the fair value of such Investment shall be determined, not less frequently than once per Fiscal Quarter, in accordance with, the Investment Company Act and any orders of the SEC by the Board of Directors of the Borrower in its good faith judgment and consistent with past practices as described in the Borrower’s annual report on Form 10-K for the year ended December 31, 2017 and quarterly report on Form 10-Q for the quarter ended March 31, 2018 filed with the SEC as such practices may be amended from time to time in accordance with the last sentence in this definition of “Value”, including consideration of valuation procedures of a third-party valuation firm selected by the Borrower and reasonably acceptable to the Administrative Agent, and as approved by the Administrative Agent in its reasonable credit judgment. The valuation practices described in the Borrower’s annual report on Form 10-K for the year ended December 31, 2017 and quarterly report on Form 10-Q for the quarter ended March 31, 2018 filed with the SEC may be amended from time to time as disclosed in any subsequent annual report on Form 10-K or quarterly report on Form 10-Q filed with the SEC; provided that the Borrower shall furnish to the Administrative Agent, prior to the effective date of any material amendment or modification, prompt notice of any such material amendment or modification to such practices and shall not agree or otherwise permit to occur any modification of such practices in any manner that would or would reasonably be expected to adversely affect the interests or remedies of the Administrative Agent or the Secured Parties under this Agreement or any Loan Document or impair the collectability of any Investment without the prior written consent of the Administrative Agent (in its sole discretion).
