Notwithstanding the foregoing, the Administrative Agent, individually or at the request of the Required , shall at any time have the right to request, upon reasonable notice to the Borrower and at reasonable times and intervals, any Portfolio Investment included in the Borrowing Base with a value determined by the Borrower pursuant to [Section 5.12(b)(ii)] to be independently tested by the Independent Valuation Provider. There shall be no limit on the number of such tests that may be requested by the Administrative Agent. Unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to [Section 5.12(d)] in an aggregate amount in excess of the IVP Supplemental Cap in any 12-month period.
Supplemental Testing of Values. Notwithstanding the foregoing, the Administrative Agent, individually or at the request of the Required ,Agent shall at any time have the right to request, uponin its reasonable notice to the Borrower and at reasonable times and intervals,discretion, any PortfolioUnquoted Investment included in the Borrowing Base with a value determined by the Borrower 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 testedvalued by an Approved Third-Party Appraiser selected by the Independent Valuation Provider.Administrative Agent. There shall be no limit on the number of such tests that may beappraisals requested by the Administrative Agent. Unless anAgent 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 shall not be responsible forBorrower’s obligations to reimburse valuation costs incurred by the reimbursement ofAdministrative Agent pursuant to this [Section 5.12(b)(ii)(F)] (excluding any fees,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 (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 Independent Valuation Provider incurredresults and any related reports to the Borrower. If the difference between the Borrower’s valuation pursuant to [Section 5.12(d)b)(ii)(B)] in an aggregate amount in excessand 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 IVP Supplemental CapBorrower’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 that are part of the Collateral but not included in any 12-month period.the Borrowing Base as of the most recent Testing Period shall not be subject to testing under this [Section 5.12(b)(ii)(F)]; provided that this sentence shall not limit the rights of the Administrative Agent set forth in [Section 9.03(a)(iii)] to be reimbursed for costs and expenses incurred by the Administrative Agent following the occurrence and during the continuance of an Event of Default.
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