Common use of Collateral Valuation Covenant Clause in Contracts

Collateral Valuation Covenant. (a) On each Business Day (as of the close of business on such day), the Borrower shall in good faith (i) calculate the Advance Amount using the Moody's Valuation Procedures using the most recent Market Value for eacx Xxxx Investment as determined in accordance with the Moody's Collateral Valuation Schedule and (ii) calculate the Advance Amxxxx xxing the S&P Valuation Procedures using the most recent Market Value for each Fund Investment in accordance with the terms of the S&P Collateral Valuation Schedule; provided that for the purposes of this Agreement, the Advance Amount shall at all times be the lesser of the Advance Amounts calculated in accordance with clauses (i) and (ii) above. The Market Value of each Fund Investment shall be calculated by the Borrower (i) for purposes of the Moody's Valuation Procedures, as set forth in the Moody's Collateral Vaxxxxxxx Schedule and (ii) for purposes of the S&P Xxxxxxxon Procedures, as set forth in the S&P Collateral Valuation Schedule. (b) Within ten (10) Business Days of each Reporting Date, the Borrower shall furnish to Moody's, S&P and the Administrative Agent (which shall furnish to each Xxxxxx) a written statement (in excel format) substantially in the form of Exhibit J hereto (a "Valuation Statement") certified by the Borrower as of such Reporting Date, which shall include, in addition to other matters specified in such Exhibit J: (i) a schedule of all Fund Investments by issue and by Asset Category included in the determination of the Advance Amount, setting forth: (1) the current Market Value of each such Fund Investment and the original cost of each such Fund Investment; (2) the written quotations from Approved Dealers, closing price or closing bid price on an Approved Exchange, and any Approved Third-Party Appraisal or quotation from an Approved Investment Banking Firm or other means used for calculating the Market Value of each such Fund Investment; (3) to the extent applicable, information as to rating, maturity, the Yield-to-Worst, and whether each such Fund Investment was Performing; and (4) the percentages applied to each such Fund Investment to derive the portion of the Advance Amount attributable to each such Fund Investment; (ii) a schedule of all Unquoted Investments owned by the Borrower, setting forth the Market Value of each such Unquoted Investment and the date of the determination of such Market Value, its Asset Category, its cost and, when applicable, the value provided by an Approved Third-Party Appraisal or Approved Investment Banking Firm and the date of determination of such value; (iii) the aggregate Market Value of all Eligible Investments, setting forth a list of Excluded Investments and calculations of applicable Portfolio Limitations; (iv) the calculation of the Advance Amount under the Moody's Collateral Valuation Schedule and the S&P Collateral Vxxxxxxxn Schedule and the Borrowing Base as of such date; (v) a schedule of the Secured Hedging Net Exposure of each Secured Hedging Transaction then outstanding; (vi) a schedule of the aggregate amount of Debt of the Borrower incurred as permitted under Section 6.2.2 and outstanding; (vii) a schedule of all of the assets sold with their respective purchase and sale prices and the date of such purchase and sale of such assets sold; and (viii) a statement certifying that, except as otherwise indicated on the Valuation Statement, the Borrower had determined the current Market Value of all Fund Investments using quotations provided since the date of the immediately prior Valuation Statement. It is expressly understood by the Administrative Agent and the Lenders that the information provided hereunder identifying the Fund Investments, and Market Values and/or Market Value Prices therefor is intended solely for the purpose of credit analysis by the Lenders. The Administrative Agent and the Lenders agree that they shall not use any such information for trading purposes or furnish such information to trading personnel or to any other Person for any purpose which is inconsistent with the foregoing restrictions or this Agreement. (c) Notwithstanding the provisions of Section 6.1.1(b), in the event that the Borrower in good faith determines that a market disruption makes it impracticable to deliver a Valuation Statement to be provided hereunder on its due date, the Borrower may deliver such Valuation Statement within four (4) Business Days after its due date set forth herein and no Default in respect of this Section 6.1.1 shall occur or be deemed to occur for such four (4) Business Days; provided that on such due date the Borrower shall have furnished to Moody's, S&P and the Administrative Agent (which shall furnish to each Xxxxxx) a written statement, certified by the Borrower as of each such date, that the Borrower reasonably believes that it is in compliance with the Over-Collateralization Test. (d) Not later than the Business Day following any Excess Date, the Borrower will deliver to the Administrative Agent (which shall furnish to each Lender), Moody's and S&P a supplement to the most recent Valuation Statement (in xxxxx format) setting forth each of the items included in the Valuation Statement as of such Excess Date. (e) The Borrower's determination of the Advance Amount, the Market Value Price and the Market Value of Fund Investments pursuant to Section 6.1.1(a) and (b), respectively, in good faith shall be deemed correct for purposes of this Agreement, unless, within thirty (30) days after receiving the applicable Valuation Statement, the Administrative Agent shall object in writing that such determination was made in a manner inconsistent with the provisions of this Agreement and disadvantageous to the Lenders or as having been calculated in error. In the event of any such dispute as to the calculation of the Advance Amount or Market Value, as the case may be, the good faith, reasonable and mutually agreeable determination of the Required Lenders shall be conclusive. (i) Concurrently with the delivery of the consolidated financial statements of the Borrower as of each fiscal year-end of the Borrower and for the fiscal year then ended (beginning with the fiscal year ended December 31, 2006), pursuant to Section 6.1.2 and (ii) within twenty (20) Business Days of a date mutually selected by the Required Lenders that is reasonably satisfactory to the Independent Public Accountant (or within such other period of such date as may be reasonably required by the Independent Public Accountant for the preparation thereof), the Borrower shall cause the Independent Public Accountant to provide a report as of such fiscal year-end or such selected date, as the case may be, containing information and calculations with respect to the Borrowing Base and the aggregate outstanding liquidation preference of the Preferred Interests as of such fiscal year-end or such selected date, as the case may be, in a form acceptable to the Administrative Agent and the Required Lenders (an "Agreed-Upon Procedures Report") to the Administrative Agent, the Lenders, Moody's and S&P. The Borrower shall be responsible for the fees and expxxxxx xf the Independent Public Accountant for each Agreed-Upon Procedures Report as of each fiscal year-end of the Borrower and as of any one date selected by the Required Lenders during any fiscal year of the Borrower, and the Lenders shall be responsible for such fees and expenses for each Agreed-Upon Procedures Report as of any additional date selected by the Required Lenders during any such fiscal year. (g) The Borrower shall furnish in writing to the Administrative Agent (which shall furnish to each Lender) from time to time such additional information regarding the determination of the Eligible Investments, Market Value, the Advance Amount or regarding Fund Investments or the financial position or business of the Borrower as the Administrative Agent may reasonably request.

Collateral Valuation Covenant. (a) On each Business Day (as of the close of business on such day), the Borrower shall in good faith (i) calculate the Advance Amount using the Moody's Xxxxx'x Valuation Procedures using the most recent Market Value for eacx Xxxx each Fund Investment as determined in accordance with the Moody's Xxxxx'x Collateral Valuation Schedule and (ii) calculate the Advance Amxxxx xxing Amount using the S&P Valuation Procedures using the most recent Market Value for each Fund Investment in accordance with the terms of the S&P Collateral Valuation Schedule; provided that for the purposes of this Agreement, the Advance Amount shall at all times be the lesser of the Advance Amounts calculated in accordance with clauses (i) and (ii) above. The Market Value of each Fund Investment shall be calculated by the Borrower (i) for purposes of the Moody's Xxxxx'x Valuation Procedures, as set forth in the Moody's Xxxxx'x Collateral Vaxxxxxxx Valuation Schedule and (ii) for purposes of the S&P Xxxxxxxon Valuation Procedures, as set forth in the S&P Collateral Valuation Schedule. (b) Within ten (10) Business Days of each Reporting Date, the Borrower shall furnish to Moody'sXxxxx'x, S&P and S&P, the Administrative Agent (which shall furnish to and each Xxxxxx) Lender a written statement (in excel format) substantially in the form of Exhibit J hereto (a "Valuation Statement") certified by the Borrower as of such Reporting Date, which shall include, in addition to other matters specified in such Exhibit J: (i) a schedule of all Fund Investments by issue and by Asset Category included in the determination of the Advance Amount, setting forth: (1) the current Market Value of each such Fund Investment and the original cost of each such Fund Investment; (2) the written quotations from Approved Dealers, closing price or closing bid price on an Approved Exchange, and any Approved Third-Party Appraisal or quotation from an Approved Investment Banking Firm or other means used for calculating the Market Value of each such Fund Investment; (3) to the extent applicable, information as to rating, maturity, the Yield-to-Worst, and whether each such Fund Investment was Performing; and (4) the percentages applied to each such Fund Investment to derive the portion of the Advance Amount attributable to each such Fund Investment; (ii) a schedule of all Unquoted Investments owned by the Borrower, setting forth the Market Value of each such Unquoted Investment and the date of the determination of such Market Value, its Asset Category, its cost and, when applicable, the value provided by an Approved Third-Party Appraisal or Approved Investment Banking Firm and the date of determination of such value; (iii) the aggregate Market Value of all Eligible Investments, setting forth a list of Excluded Investments and calculations of applicable Portfolio Limitations; (iv) the calculation of the Advance Amount under the Moody's Xxxxx'x Collateral Valuation Schedule and the S&P Collateral Vxxxxxxxn Valuation Schedule and the Borrowing Base as of such date; (v) a schedule of the Secured Hedging Net Exposure of each Secured Hedging Transaction then outstanding; (vi) a schedule of the aggregate amount of Debt of the Borrower incurred as permitted under Section 6.2.2 and outstanding; (vii) a schedule of all of the assets sold with their respective purchase and sale prices and the date of such purchase and sale of such assets sold; and (viii) a statement certifying that, except as otherwise indicated on the Valuation Statement, the Borrower had determined the current Market Value of all Fund Investments using quotations provided since the date of the immediately prior Valuation Statement. It is expressly understood by the Administrative Agent and the Lenders that the information provided hereunder identifying the Fund Investments, and Market Values and/or Market Value Prices therefor is intended solely for the purpose of credit analysis by the Lenders. The Administrative Agent and the Lenders agree that they shall not use any such information for trading purposes or furnish such information to trading personnel or to any other Person for any purpose which is inconsistent with the foregoing restrictions or this Agreement. (c) Notwithstanding the provisions of Section subsection 6.1.1(b), in the event that the Borrower in good faith determines that a market disruption makes it impracticable to deliver a Valuation Statement to be provided hereunder on its due date, the Borrower may deliver such Valuation Statement within four (4) Business Days after its due date set forth herein and no Default in respect of this Section 6.1.1 shall occur or be deemed to occur for such four (4) Business Days; provided that on such due date the Borrower shall have furnished to Moody'sXxxxx'x, S&P and S&P, the Administrative Agent (which shall furnish to and each Xxxxxx) Lender a written statement, certified by the Borrower as of each such date, that the Borrower reasonably believes that it is in compliance with the Over-Collateralization Test. (d) Not later than the Business Day following any Excess Date, the Borrower will deliver to the Administrative Agent (which shall furnish to Agent, each Lender), Moody's Xxxxx'x and S&P a supplement to the most recent Valuation Statement (in xxxxx excel format) setting forth each of the items included in the Valuation Statement as of such Excess Date. (e) The Borrower's determination of the Advance Amount, the Market Value Price and the Market Value of Fund Investments pursuant to Section subsection 6.1.1(a) and (b), respectively, in good faith shall be deemed correct for purposes of this Agreement, unless, within thirty (30) days after receiving the applicable Valuation Statement, the Administrative Agent shall object in writing that such determination was made in a manner inconsistent with the provisions of this Agreement and disadvantageous to the Lenders or as having been calculated in error. In the event of any such dispute as to the calculation of the Advance Amount or Market Value, as the case may be, the good faith, reasonable and mutually agreeable determination of the Required Lenders shall be conclusive. (i) Concurrently with the delivery of the consolidated financial statements of the Borrower as of each fiscal year-end of the Borrower and for the fiscal year then ended (beginning with the fiscal year ended December 31, 2006), pursuant to Section 6.1.2 and (ii) within twenty (20) Business Days of a date mutually selected by the Required Lenders that is reasonably satisfactory to the Independent Public Accountant (or within such other period of such date as may be reasonably required by the Independent Public Accountant for the preparation thereof), the Borrower shall cause the Independent Public Accountant to provide a report as of such fiscal year-end or such selected date, as the case may be, containing information and calculations with respect to the Borrowing Base and the aggregate outstanding liquidation preference of the Preferred Interests as of such fiscal year-end or such selected date, as the case may be, in a form acceptable to the Administrative Agent and the Required Lenders (an "Agreed-Upon Procedures Report") to the Administrative Agent, the Lenders, Moody's Xxxxx'x and S&P. The Borrower shall be responsible for the fees and expxxxxx xf expenses of the Independent Public Accountant for each Agreed-Upon Procedures Report as of each fiscal year-end of the Borrower and as of any one date selected by the Required Lenders during any fiscal year of the Borrower, and the Lenders shall be responsible for such fees and expenses for each Agreed-Upon Procedures Report as of any additional date selected by the Required Lenders during any such fiscal year. (g) The Borrower shall furnish in writing to the Administrative Agent (which shall furnish to and each Lender) Lender from time to time such additional information regarding the determination of the Eligible Investments, Market Value, the Advance Amount or regarding Fund Investments or the financial position or business of the Borrower as the Administrative Agent or such Lender may reasonably request.

Collateral Valuation Covenant. (a) On each Business Day (as of the close of business on such day), the Borrower shall in good faith (i) calculate the Advance Amount using the Moody's Xxxxx’x Valuation Procedures using the most recent Market Value for eacx Xxxx each Fund Investment as determined in accordance with the Moody's Xxxxx’x Collateral Valuation Schedule and (ii) calculate the Advance Amxxxx xxing Amount using the S&P Valuation Procedures using the most recent Market Value for each Fund Investment in accordance with the terms of the S&P Collateral Valuation Schedule; provided that for the purposes of this Agreement, the Advance Amount shall at all times be the lesser of the Advance Amounts calculated in accordance with clauses (i) and (ii) above. The Market Value of each Fund Investment shall be calculated by the Borrower (i) for purposes of the Moody's Xxxxx’x Valuation Procedures, as set forth in the Moody's Xxxxx’x Collateral Vaxxxxxxx Valuation Schedule and (ii) for purposes of the S&P Xxxxxxxon Valuation Procedures, as set forth in the S&P Collateral Valuation Schedule. (b) Within ten (10) Business Days of each Reporting Date, the Borrower shall furnish to Moody'sXxxxx’x, S&P and the Administrative Agent (which shall furnish to each XxxxxxLender) a written statement (in excel format) substantially in the form of Exhibit J hereto (a "“Valuation Statement"”) certified by the Borrower as of such Reporting Date, which shall include, in addition to other matters specified in such Exhibit J: (i) a schedule of all Fund Investments by issue and by Asset Category included in the determination of the Advance Amount, setting forth: (1) the current Market Value of each such Fund Investment and the original cost of each such Fund Investment; (2) the written quotations from Approved Dealers, closing price or closing bid price on an Approved Exchange, and any Approved Third-Party Appraisal or quotation from an Approved Investment Banking Firm or other means used for calculating the Market Value of each such Fund Investment; (3) to the extent applicable, information as to rating, maturity, the Yield-to-Worst, and whether each such Fund Investment was Performing; and (4) the percentages applied to each such Fund Investment to derive the portion of the Advance Amount attributable to each such Fund Investment; (ii) a schedule of all Unquoted Investments owned by the Borrower, setting forth the Market Value of each such Unquoted Investment and the date of the determination of such Market Value, its Asset Category, its cost and, when applicable, the value provided by an Approved Third-Party Appraisal or Approved Investment Banking Firm and the date of determination of such value; (iii) the aggregate Market Value of all Eligible Investments, setting forth a list of Excluded Investments and calculations of applicable Portfolio Limitations; (iv) the calculation of the Advance Amount under the Moody's Collateral Valuation Schedule and the S&P Collateral Vxxxxxxxn Schedule and the Borrowing Base as of such date; (v) a schedule of the Secured Hedging Net Exposure of each Secured Hedging Transaction then outstanding; (vi) a schedule of the aggregate amount of Debt of the Borrower incurred as permitted under Section 6.2.2 and outstanding; (vii) a schedule of all of the assets sold with their respective purchase and sale prices and the date of such purchase and sale of such assets sold; and (viii) a statement certifying that, except as otherwise indicated on the Valuation Statement, the Borrower had determined the current Market Value of all Fund Investments using quotations provided since the date of the immediately prior Valuation Statement. It is expressly understood by the Administrative Agent and the Lenders that the information provided hereunder identifying the Fund Investments, and Market Values and/or Market Value Prices therefor is intended solely for the purpose of credit analysis by the Lenders. The Administrative Agent and the Lenders agree that they shall not use any such information for trading purposes or furnish such information to trading personnel or to any other Person for any purpose which is inconsistent with the foregoing restrictions or this Agreement. (c) Notwithstanding the provisions of Section 6.1.1(b), in the event that the Borrower in good faith determines that a market disruption makes it impracticable to deliver a Valuation Statement to be provided hereunder on its due date, the Borrower may deliver such Valuation Statement within four (4) Business Days after its due date set forth herein and no Default in respect of this Section 6.1.1 shall occur or be deemed to occur for such four (4) Business Days; provided that on such due date the Borrower shall have furnished to Moody's, S&P and the Administrative Agent (which shall furnish to each Xxxxxx) a written statement, certified by the Borrower as of each such date, that the Borrower reasonably believes that it is in compliance with the Over-Collateralization Test. (d) Not later than the Business Day following any Excess Date, the Borrower will deliver to the Administrative Agent (which shall furnish to each Lender), Moody's and S&P a supplement to the most recent Valuation Statement (in xxxxx format) setting forth each of the items included in the Valuation Statement as of such Excess Date. (e) The Borrower's determination of the Advance Amount, the Market Value Price and the Market Value of Fund Investments pursuant to Section 6.1.1(a) and (b), respectively, in good faith shall be deemed correct for purposes of this Agreement, unless, within thirty (30) days after receiving the applicable Valuation Statement, the Administrative Agent shall object in writing that such determination was made in a manner inconsistent with the provisions of this Agreement and disadvantageous to the Lenders or as having been calculated in error. In the event of any such dispute as to the calculation of the Advance Amount or Market Value, as the case may be, the good faith, reasonable and mutually agreeable determination of the Required Lenders shall be conclusive. (i) Concurrently with the delivery of the consolidated financial statements of the Borrower as of each fiscal year-end of the Borrower and for the fiscal year then ended (beginning with the fiscal year ended December 31, 2006), pursuant to Section 6.1.2 and (ii) within twenty (20) Business Days of a date mutually selected by the Required Lenders that is reasonably satisfactory to the Independent Public Accountant (or within such other period of such date as may be reasonably required by the Independent Public Accountant for the preparation thereof), the Borrower shall cause the Independent Public Accountant to provide a report as of such fiscal year-end or such selected date, as the case may be, containing information and calculations with respect to the Borrowing Base and the aggregate outstanding liquidation preference of the Preferred Interests as of such fiscal year-end or such selected date, as the case may be, in a form acceptable to the Administrative Agent and the Required Lenders (an "Agreed-Upon Procedures Report") to the Administrative Agent, the Lenders, Moody's and S&P. The Borrower shall be responsible for the fees and expxxxxx xf the Independent Public Accountant for each Agreed-Upon Procedures Report as of each fiscal year-end of the Borrower and as of any one date selected by the Required Lenders during any fiscal year of the Borrower, and the Lenders shall be responsible for such fees and expenses for each Agreed-Upon Procedures Report as of any additional date selected by the Required Lenders during any such fiscal year. (g) The Borrower shall furnish in writing to the Administrative Agent (which shall furnish to each Lender) from time to time such additional information regarding the determination of the Eligible Investments, Market Value, the Advance Amount or regarding Fund Investments or the financial position or business of the Borrower as the Administrative Agent may reasonably request.

Collateral Valuation Covenant. (a) On each Business Day (as of the close of business on such day), the Borrower shall in good faith (i) calculate the Advance Amount using the Moody's Xxxxx'x Valuation Procedures using the most recent Market Value for eacx Xxxx each Fund Investment as determined in accordance with the Moody's Xxxxx'x Collateral Valuation Schedule and (ii) calculate the Advance Amxxxx xxing Amount using the S&P Valuation Procedures using the most recent Market Value for each Fund Investment in accordance with the terms of the S&P Collateral Valuation Schedule; provided that for the purposes of this Agreement, the Advance Amount shall at all times be the lesser of the Advance Amounts calculated in accordance with clauses (i) and (ii) above. The Market Value of each Fund Investment shall be calculated by the Borrower (i) for purposes of the Moody's Xxxxx'x Valuation Procedures, as set forth in the Moody's Xxxxx'x Collateral Vaxxxxxxx Valuation Schedule and (ii) for purposes of the S&P Xxxxxxxon Valuation Procedures, as set forth in the S&P Collateral Valuation Schedule. (b) Within ten (10) Business Days of each Reporting Date, the Borrower shall furnish to Moody'sXxxxx'x, S&P S&P, the Insurer (so long as the Senior Facility Insurance Policy is in effect) and the Administrative Agent (which shall furnish to each XxxxxxLender) a written statement (in excel format) substantially in the form of Exhibit J hereto (a "Valuation Statement") certified by the Borrower as of such Reporting Date, which shall include, in addition to other matters specified in such Exhibit J: (i) a schedule of all Fund Investments by issue and by Asset Category included in the determination of the Advance Amount, setting forth: (1) the current Market Value of each such Fund Investment and the original cost of each such Fund Investment; (2) the written quotations from Approved Dealers, closing price or closing bid price on an Approved Exchange, and any Approved Third-Party Appraisal or quotation from an Approved Investment Banking Firm or other means used for calculating the Market Value of each such Fund Investment; (3) to the extent applicable, information as to rating, maturity, the Yield-to-Worst, and whether each such Fund Investment was Performing; and (4) the percentages applied to each such Fund Investment to derive the portion of the Advance Amount attributable to each such Fund Investment; (ii) a schedule of all Unquoted Investments owned by the Borrower, setting forth the Market Value of each such Unquoted Investment and the date of the determination of such Market Value, its Asset Category, its cost and, when applicable, the value provided by an Approved Third-Party Appraisal or Approved Investment Banking Firm and the date of determination of such value; (iii) the aggregate Market Value of all Eligible Investments, setting forth a list of Excluded Investments and calculations of applicable Portfolio Limitations; (iv) the calculation of the Advance Amount under the Moody's Xxxxx'x Collateral Valuation Schedule and the S&P Collateral Vxxxxxxxn Valuation Schedule and the Borrowing Base as of such date; (v) a schedule of the Secured Hedging Net Exposure of each Secured Hedging Transaction then outstanding; (vi) a schedule of the aggregate amount of Debt of the Borrower incurred as permitted under Section 6.2.2 and outstanding; (vii) a schedule of all of the assets sold with their respective purchase and sale prices and the date of such purchase and sale of such assets sold; and (viii) a statement certifying that, except as otherwise indicated on the Valuation Statement, the Borrower had determined the current Market Value of all Fund Investments using quotations provided since the date of the immediately prior Valuation Statement. It is expressly understood by the Administrative Agent Agent, the Insurer and the Lenders that the information provided hereunder identifying the Fund Investments, and Market Values and/or Market Value Prices therefor is intended solely for the purpose of credit analysis by the LendersLenders and the Insurer. The Administrative Agent Agent, the Insurer and the Lenders agree that they shall not use any such information for trading purposes or furnish such information to trading personnel or to any other Person for any purpose which is inconsistent with the foregoing restrictions or this Agreement. (c) Notwithstanding the provisions of Section 6.1.1(b), in the event that the Borrower in good faith determines that a market disruption makes it impracticable to deliver a Valuation Statement to be provided hereunder on its due date, the Borrower may deliver such Valuation Statement within four (4) Business Days after its due date set forth herein and no Default in respect of this Section 6.1.1 shall occur or be deemed to occur for such four (4) Business Days; provided that on such due date the Borrower shall have furnished to Moody'sXxxxx'x, S&P S&P, the Insurer (so long as the Senior Facility Insurance Policy is in effect) and the Administrative Agent (which shall furnish to each XxxxxxLender) a written statement, certified by the Borrower as of each such date, that the Borrower reasonably believes that it is in compliance with the Over-Collateralization Test. (d) Not later than the Business Day following any Excess Date, the Borrower will deliver to the Administrative Agent (which shall furnish to each Lender), Moody's the Insurer (so long as the Senior Facility Insurance Policy is in effect) and Xxxxx'x and S&P a supplement to the most recent Valuation Statement (in xxxxx format) setting forth each of the items included in the Valuation Statement as of such Excess Date. (e) The Borrower's determination of the Advance Amount, the Market Value Price and the Market Value of Fund Investments pursuant to Section 6.1.1(a) and (b), respectively, in good faith shall be deemed correct for purposes of this Agreement, unless, within thirty (30) days after receiving the applicable Valuation Statement, the Administrative Agent or, so long as the Senior Facility Insurance Policy is in effect, the Insurer shall object in writing that such determination was made in a manner inconsistent with the provisions of this Agreement and disadvantageous to the Lenders or as having been calculated in error. In the event of any such dispute as to the calculation of the Advance Amount or Market Value, as the case may be, the good faith, reasonable and mutually agreeable determination of the Required Lenders and, so long as the Senior Facility Insurance Policy is in effect, the Insurer shall be conclusive. (f) (i) Concurrently with the delivery of the consolidated financial statements of the Borrower as of each fiscal year-end of the Borrower and for the fiscal year then ended (beginning with the fiscal year ended December 31, 20062004), pursuant to Section 6.1.2 and (ii) within twenty (20) Business Days of a date mutually selected by the Required Lenders and, so long as the Insurer is the Controlling Class, the Insurer that is reasonably satisfactory to the Independent Public Accountant (or within such other period of such date as may be reasonably required by the Independent Public Accountant for the preparation thereof), the Borrower shall cause the Independent Public Accountant to provide a report as of such fiscal year-end or such selected date, as the case may be, containing information and calculations with respect to the Borrowing Base and the aggregate outstanding liquidation preference of the Preferred Interests Shares as of such fiscal year-end or such selected date, as the case may be, in a form acceptable to the Administrative Agent and Agent, the Required Lenders and, so long as the Insurer is the Controlling Class, the Insurer (an "Agreed-Upon Procedures Report") to the Administrative Agent, the Lenders, Moody's the Insurer (so long as the Senior Facility Insurance Policy is in effect), Xxxxx'x and S&P. The Borrower shall be responsible for the fees and expxxxxx xf expenses of the Independent Public Accountant for each Agreed-Upon Procedures Report as of each fiscal year-end of the Borrower and as of any one date selected by the Required Lenders and, so long as the Insurer is the Controlling Class, the Insurer during any fiscal year of the Borrower, and the Lenders shall be responsible for such fees and expenses for each Agreed-Upon Procedures Report as of any additional date selected by the Required Lenders and, so long as the Insurer is the Controlling Class, the Insurer during any such fiscal year. (g) The Borrower shall furnish in writing to the Administrative Agent (which shall furnish to each Lender) and, so long as the Insurer is the Controlling Class, the Insurer from time to time such additional information regarding the determination of the Eligible Investments, Market Value, the Advance Amount or regarding Fund Investments or the financial position or business of the Borrower as the Administrative Agent or, so long as the Insurer is the Controlling Class, the Insurer may reasonably request.

Collateral Valuation Covenant. (a) On each Business Day (as of the close of business on such day), the Borrower shall in good faith (i) calculate the Advance Amount using the Moody's Xxxxx'x Valuation Procedures using the most recent Market Value for eacx Xxxx each Fund Investment as determined in accordance with the Moody's Xxxxx'x Collateral Valuation Schedule and (ii) calculate the Advance Amxxxx xxing Amount using the S&P Valuation Procedures using the most recent Market Value for each Fund Investment in accordance with the terms of the S&P Collateral Valuation Schedule; provided that for the purposes of this Agreement, the Advance Amount shall at all times be the lesser of the Advance Amounts calculated in accordance with clauses (i) and (ii) above. The Market Value of each Fund Investment shall be calculated by the Borrower (i) for purposes of the Moody's Xxxxx'x Valuation Procedures, as set forth in the Moody's Xxxxx'x Collateral Vaxxxxxxx Valuation Schedule and (ii) for purposes of the S&P Xxxxxxxon Valuation Procedures, as set forth in the S&P Collateral Valuation Schedule. (b) Within ten (10) Business Days of each Reporting Date, the Borrower shall furnish to Moody'sXxxxx'x, S&P S&P, the Insurer (so long as the Senior Facility Insurance Policy is in effect) and the Administrative Agent (which shall furnish to each XxxxxxLender) a written statement (in excel format) substantially in the form of Exhibit J hereto (a "Valuation Statement") certified by the Borrower as of such Reporting Date, which shall include, in addition to other matters specified in such Exhibit J: (i) a schedule of all Fund Investments by issue and by Asset Category included in the determination of the Advance Amount, setting forth: (1) the current Market Value of each such Fund Investment and the original cost of each such Fund Investment; (2) the written quotations from Approved Dealers, closing price or closing bid price on an Approved Exchange, and any Approved Third-Party Appraisal or quotation from an Approved Investment Banking Firm or other means used for calculating the Market Value of each such Fund Investment; (3) to the extent applicable, information as to rating, maturity, the Yield-to-Worst, and whether each such Fund Investment was Performing; and (4) the percentages applied to each such Fund Investment to derive the portion of the Advance Amount attributable to each such Fund Investment; (ii) a schedule of all Unquoted Investments owned by the Borrower, setting forth the Market Value of each such Unquoted Investment and the date of the determination of such Market Value, its Asset Category, its cost and, when applicable, the value provided by an Approved Third-Party Appraisal or Approved Investment Banking Firm and the date of determination of such value; (iii) the aggregate Market Value of all Eligible Investments, setting forth a list of Excluded Investments and calculations of applicable Portfolio Limitations; (iv) the calculation of the Advance Amount under the Moody's Xxxxx'x Collateral Valuation Schedule and the S&P Collateral Vxxxxxxxn Valuation Schedule and the Borrowing Base as of such date; (v) a schedule of the Secured Hedging Net Exposure of each Secured Hedging Transaction then outstanding; (vi) a schedule of the aggregate amount of Debt of the Borrower incurred as permitted under Section 6.2.2 and outstanding; (vii) a schedule of all of the assets sold with their respective purchase and sale prices and the date of such purchase and sale of such assets sold; and (viii) a statement certifying that, except as otherwise indicated on the Valuation Statement, the Borrower had determined the current Market Value of all Fund Investments using quotations provided since the date of the immediately prior Valuation Statement. It is expressly understood by the Administrative Agent Agent, the Insurer and the Lenders that the information provided hereunder identifying the Fund Investments, and Market Values and/or Market Value Prices therefor is intended solely for the purpose of credit analysis by the LendersLenders and the Insurer. The Administrative Agent Agent, the Insurer and the Lenders agree that they shall not use any such information for trading purposes or furnish such information to trading personnel or to any other Person for any purpose which is inconsistent with the foregoing restrictions or this Agreement. (c) Notwithstanding the provisions of Section 6.1.1(b), in the event that the Borrower in good faith determines that a market disruption makes it impracticable to deliver a Valuation Statement to be provided hereunder on its due date, the Borrower may deliver such Valuation Statement within four (4) Business Days after its due date set forth herein and no Default in respect of this Section 6.1.1 shall occur or be deemed to occur for such four (4) Business Days; provided that on such due date the Borrower shall have furnished to Moody'sXxxxx'x, S&P S&P, the Insurer (so long as the Senior Facility Insurance Policy is in effect) and the Administrative Agent (which shall furnish to each XxxxxxLender) a written statement, certified by the Borrower as of each such date, that the Borrower reasonably believes that it is in compliance with the Over-Collateralization Test. (d) Not later than the Business Day following any Excess Date, the Borrower will deliver to the Administrative Agent (which shall furnish to each Lender), Moody's the Insurer (so long as the Senior Facility Insurance Policy is in effect) and Xxxxx'x and S&P a supplement to the most recent Valuation Statement (in xxxxx format) setting forth each of the items included in the Valuation Statement as of such Excess Date. (e) The Borrower's determination of the Advance Amount, the Market Value Price and the Market Value of Fund Investments pursuant to Section 6.1.1(a) and (b), respectively, in good faith shall be deemed correct for purposes of this Agreement, unless, within thirty (30) days after receiving the applicable Valuation Statement, the Administrative Agent or, so long as the Senior Facility Insurance Policy is in effect, the Insurer shall object in writing that such determination was made in a manner inconsistent with the provisions of this Agreement and disadvantageous to the Lenders or as having been calculated in error. In the event of any such dispute as to the calculation of the Advance Amount or Market Value, as the case may be, the good faith, reasonable and mutually agreeable determination of the Required Lenders and, so long as the Senior Facility Insurance Policy is in effect, the Insurer shall be conclusive. (f) (i) Concurrently with the delivery of the consolidated financial statements of the Borrower as of each fiscal year-end of the Borrower and for the fiscal year then ended (beginning with the fiscal year ended December 31September 30, 20062004), pursuant to Section 6.1.2 and (ii) within twenty (20) Business Days of a date mutually selected by the Required Lenders and, so long as the Insurer is the Controlling Class, the Insurer that is reasonably satisfactory to the Independent Public Accountant (or within such other period of such date as may be reasonably required by the Independent Public Accountant for the preparation thereof), the Borrower shall cause the Independent Public Accountant to provide a report as of such fiscal year-end or such selected date, as the case may be, containing information and calculations with respect to the Borrowing Base and the aggregate outstanding liquidation preference of the Preferred Interests Shares as of such fiscal year-end or such selected date, as the case may be, in a form acceptable to the Administrative Agent and Agent, the Required Lenders and, so long as the Insurer is the Controlling Class, the Insurer (an "Agreed-Upon Procedures Report") to the Administrative Agent, the Lenders, Moody's the Insurer (so long as the Senior Facility Insurance Policy is in effect), Xxxxx'x and S&P. The Borrower shall be responsible for the fees and expxxxxx xf expenses of the Independent Public Accountant for each Agreed-Upon Procedures Report as of each fiscal year-end of the Borrower and as of any one date selected by the Required Lenders and, so long as the Insurer is the Controlling Class, the Insurer during any fiscal year of the Borrower, and the Lenders shall be responsible for such fees and expenses for each Agreed-Upon Procedures Report as of any additional date selected by the Required Lenders and, so long as the Insurer is the Controlling Class, the Insurer during any such fiscal year. (g) The Borrower shall furnish in writing to the Administrative Agent (which shall furnish to each Lender) and, so long as the Insurer is the Controlling Class, the Insurer from time to time such additional information regarding the determination of the Eligible Investments, Market Value, the Advance Amount or regarding Fund Investments or the financial position or business of the Borrower as the Administrative Agent or, so long as the Insurer is the Controlling Class, the Insurer may reasonably request.