For the second calendar month immediately following the end of each fiscal quarter (the last such period ended is referred to herein as, the “Testing Period”), commencing with the period ending on May 31, 2023, the Administrative Agent shall have the right to cause an Approved Third-Party Appraiser selected by the Administrative Agent to value such number of Unquoted Investments ((x) included in the Borrowing Base as of the end of such Testing Period or at any time between the end of such Testing Period and the end of the immediately preceding Testing Period, in each case, unless such Portfolio Investment is no longer in the Collateral Pool pursuant to a transaction permitted hereunder and # selected by the Administrative Agent) that collectively have an aggregate Value approximately equal to the Calculation Amount. The Administrative Agent agrees to notify the Borrower of the Unquoted Investments selected by the Administrative Agent to be tested in each Testing Period. If there is a difference between the Borrower’s valuation and the Approved Third-Party Appraiser’s valuation of any Unquoted Investment, the Value of such Unquoted Investment for Borrowing Base purposes shall be established as set forth in sub-clause (F) below.
For the second calendar month immediately followingavoidance of doubt, the endvaluation of each fiscal quarter (the last such period ended is referred to herein as, the “Testing Period”), commencing with the period ending on May 31, 2023, the Administrative Agent shall have the right to cause anany Approved Third-Party Appraiser selected by the Administrative Agent to valuewould not be as of, or delivered at, the end of any fiscal quarter. Any such numbervaluation would be as of Unquoted Investments ((x)the end of the second month immediately following any fiscal quarter and would be reflected in the Borrowing Base Certificate for such month (provided that such Approved Third-Party Appraiser delivers such valuation at least seven Business Days before the 20th day after the end of the applicable monthly accounting period and, if such valuation is delivered after such time, it shall be included in the Borrowing Base asCertificate for the following monthly period and applied to the then applicable balance of the end of such Testing Period or at any time betweenrelated Portfolio Investment). For illustrative purposes, if the end of such Testing Period andgiven fiscal quarter is the end of the immediately preceding Testing Period, in each case, unless such Portfolio Investment is no longer in the Collateral Pool pursuant to a transaction permitted hereunder andfourth quarter ending on December 31, 2021, then # selected by the Administrative Agent) that collectively have an aggregate Value approximately equal to the Calculation Amount. The Administrative Agent agrees to notify the Borrower of the Unquoted Investments selected by the Administrative Agent to be tested in each Testing Period. If there is a difference betweenwould initiate the Borrower’s valuation andtesting of Values (using the December 31, 2021 Values for purposes of determining the scope of the testing under clause (E)(x) during the month of February with the anticipation of receiving the valuations from the applicable Approved Third-Party Appraiser’s valuation of any Unquoted Investment,Appraiser(s) on or after February 28, 2022 and (B) (x) if such valuations were received before the Value ofseventh Business Day before March 20, 2022, such Unquoted Investment for Borrowing Base purposes shallvaluations would be established as set forthincluded in sub-clause (F) below.the
ForSupplemental Testing of Values. Notwithstanding the second calendar month immediately following the end of each fiscal quarter (the last such period ended is referred to herein as, the “Testing Period”), commencing with the period ending on May 31, 2023,foregoing, the Administrative Agent shall at any time have the right to causerequest, in its reasonable discretion, any Unquoted Investment included in the Borrowing Base with a value determined pursuant to [Section 5.12(b)(ii)] (other than, so long as no Event of Default exists, any Portfolio Investment included in the Borrowing Base tested pursuant to [Section 5.12(b)(ii)(E)] as of the most recent Testing Period) to be independently valued by an Approved Third-Party Appraiser selected by the Administrative Agent to value suchAgent. There shall be no limit on the number of Unquotedsuch appraisals requested by the Administrative Agent in its reasonable discretion; provided that, # any appraisal shall be conducted in a manner that is not disruptive to the Borrower’s business and # the values determined by any appraisal shall be treated as confidential information by the Administrative Agent and the and shall be deemed to be “Information” hereunder and subject to [Section 9.13] hereof. The reasonable and documented out-of-pocket costs of any such valuation shall be at the expense of the Borrower; provided that, so long as no Event of Default has occurred and is continuing, the Borrower’s obligations to reimburse valuation costs incurred by the Administrative Agent pursuant to this [Section 5.12(b)(ii)(F)] (excluding any valuation costs and expenses incurred by the Administrative Agent as a result of a regulatory directive) shall be limited to an aggregate amount equal to $450,000 (the “IVP Supplemental Cap”) in any twelve month period. The Administrative Agent shall notify the Borrower of its receipt of results from an Approved Third-Party Appraiser of any appraisal and provide a copy of the results and any related reports to the Borrower. If the difference between the Borrower’s valuation pursuant to [Section 5.12(b)(ii)(B)] and the valuation of any Approved Third-Party Appraiser selected by the Administrative Agent pursuant to [Section 5.12(b)(ii)(E) or (F)])] is # less than 5% of the Borrower’s value thereof, then the Borrower’s valuation shall be used, # between 5% and 20% of the Borrower’s value thereof, then the valuation of such Portfolio Investment shall be the average of the value determined by the Borrower and the value determined by the Approved Third-Party Appraiser retained by the Administrative Agent and # greater than 20% of the Borrower’s value thereof, then the Borrower and the Administrative Agent shall select an additional Approved Third-Party Appraiser and the valuation of such Portfolio Investment shall be the average of the three valuations (with the average of the Administrative Agent’s Approved Third-Party Appraiser’s valuation and the Borrower’s valuation to be used until the third valuation is obtained). For the avoidance of doubt, Portfolio Investments ((x)that are part of the Collateral but not included in the Borrowing Base as of the end of suchmost recent Testing Period or at any time betweenshall not be subject to testing under this [Section 5.12(b)(ii)(F)]; provided that this sentence shall not limit the end of such Testing Period and the endrights of the immediately preceding Testing Period, in each case, unless such Portfolio Investment is no longer in the Collateral Pool pursuant to a transaction permitted hereunder and # selected by the Administrative Agent) that collectively have an aggregate Value approximately equal to the Calculation Amount. The Administrative Agent agreesset forth in [Section 9.03(a)(iii)] to notify the Borrower of the Unquoted Investments selectedbe reimbursed for costs and expenses incurred by the Administrative Agent to be tested in each Testing Period. If there is a difference betweenfollowing the Borrower’s valuationoccurrence and during the Approved Third-Party Appraiser’s valuationcontinuance of any Unquoted Investment, the Valuean Event of such Unquoted Investment for Borrowing Base purposes shall be established as set forth in sub-clause (F) below.Default.
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