Common use of Unquoted Investments Clause in Contracts

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 ‌ ​ (ii) In addition to receiving third-party portfolio valuation reports from the Borrower, the Administrative Agent shall be permitted to engage the services of an independent valuation firm in a manner consistent with its existing procedures to provide assistance in the determination of any Unquoted Investments that is not an LTV Investment (other than those identified as LTV Investments pursuant to clause (xxxi) of the definition of “Eligible Core Portfolio Investment,” clause (xv) of the definition of “Eligible Debt Security” or clause (xxviii) of the definition of “Eligible Senior Bank Loan Investment”) (A) whose Net Senior Leverage Ratio (A) is more than 1.0x greater than the Net Senior Leverage Ratio measured as of the Restatement Date or thereafter at the time of the original acquisition by the Borrower thereof, as the case may be and has Net Senior Leverage Ratio greater than 4.0x or (B) that has negative EBITDA for two consecutive fiscal quarters and is not an LTV Investment.

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 such amendment or modification, prompt notice of any changes insuch material amendment or modification to 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). Conformed Credit Agreement - Page 54 ‌ 140760.01015/126600145v.2 ‌ ​. (ii) In addition to receiving third-party portfolio valuation reports from the Borrower, the Administrative Agent shall be permitted to engage the services of an independent valuation firm in a manner consistent with its existing procedures to provide assistance in the determination of any Unquoted Investments that is not an LTV Investment (other than those identified as LTV Investments pursuant to clause (xxxi) of the definition of “Eligible Core Portfolio Investment,” clause (xv) of the definition of “Eligible Debt Security” or clause (xxviii) of the definition of “Eligible Senior Bank Loan Investment”) (A) whose Net Senior Leverage Ratio (A) is more than 1.0x greater than the Net Senior Leverage Ratio measured as of the Restatement Date or thereafter at the time of the original acquisition by the Borrower thereof, as the case may be and has Net Senior Leverage Ratio greater than 4.0x or (B) that has negative EBITDA for two consecutive fiscal quarters and is not an LTV Investment.

Unquoted Investments. (i) With respect to Unquoted Investments, , (i) 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 SEC 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 annual report on Form 10-K for the year ended December 31, 2017 and other filings quarterly report on Form 10-Q for the quarter ended March 31, 2018 filed with the Securities and Exchange Commission 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 thirdan Approved Third-party valuation firm Party Appraiser selected by the Borrower and reasonably acceptable ; provided that (x) the Borrower shall cause Approved Third-Party Appraisers selected by the Borrower to assist the Borrower in determining the Value of at least 25% of Unquoted Investments owned by a Loan Party two weeks prior to the Administrative Agent, end of each Fiscal Quarter and as approved (y) with respect to all Unquoted Investments (A) that a Loan Party has owned continuously for the 64 767077577.9 immediately preceding four or more Fiscal Quarters and (B) for which an Approved Third-Party Appraiser selected by the Administrative Agent in its reasonable credit judgmentBorrower has failed to determine the Value during the immediately preceding four Fiscal Quarters, the aggregate value thereof so determined shall not exceed 10% of the Borrowing Base at any time. The valuation practices described in the Borrower’s reports annual report on Form 10-K for the year ended December 31, 2017 and other filings quarterly report on Form 10-Q for the quarter ended March 31, 2018 filed with the Securities and Exchange Commission 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 suchmaterial material amendment or modification, prompt notice of any changes insuch 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). Conformed Credit Agreement - Page 54 ‌ 140760.01015/126600145v.2 ‌ ​. (ii) In addition At least six (6) weeks prior to receiving thirdthe end of each Fiscal Quarter, the Administrative Agent in its reasonable discretion shall select (and inform the Borrower of) the particular Unquoted Investments included in the Borrowing Base as of the Fiscal Quarter immediately preceding such Fiscal Quarter (such preceding Fiscal Quarter, the “Testing Quarter”) to be valued by an Approved Third-party portfolio Party Appraiser selected by the Administrative Agent that collectively have an aggregate Value approximately equal to the Calculation Amount. The Administrative Agent’s valuation reports from shall not be required to coincide with the Borrowertiming of any valuations conducted by the Board of Directors (or appropriate committee thereof with the necessary delegated authority) of the Borrower pursuant to the paragraph above. (iii) Notwithstanding the foregoing, the Administrative Agent shall have the right to request any Unquoted Investment be permitted to engage independently valued by an Approved Third-Party Appraiser selected by the services Administrative Agent at any time and there shall be no limit on the number of an independent valuation firm such appraisals requested by the Administrative Agent; provided that (i) any appraisal shall be conducted in a manner consistent with its existing procedures to provide assistance in the determination of any Unquoted Investments that is not disruptive to the Borrower’s business and (ii) the values determined by an LTV Investment (appraisal shall be treated as confidential information by the Administrative Agent and the Lenders and shall be deemed to be “Information” for purposes of this Agreement and the other than those identified as LTV Investments pursuant Loan Documents and shall be subject to clause (xxxi) all confidentiality provisions hereof and thereof. The Administrative Agent shall notify the Borrower of its receipt of results from such Approved Third-Party Appraiser of any appraisal and provide a copy of the definition of “Eligible Core Portfolio Investment,” clause results and any related reports to the Borrower. If the difference between the Borrower’s valuation and such Approved Third-Party Appraiser’s valuation is (xv1) of the definition of “Eligible Debt Security” or clause (xxviii) of the definition of “Eligible Senior Bank Loan Investment”) (A) whose Net Senior Leverage Ratio (A) is more less than 1.0x greater than the Net Senior Leverage Ratio measured as of the Restatement Date or thereafter at the time of the original acquisition by the Borrower thereof, as the case may be and has Net Senior Leverage Ratio greater than 4.0x or (B) that has negative EBITDA for two consecutive fiscal quarters and is not an LTV Investment.65

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 Conformed Credit Agreement - Page 42 ‌ ‌ ​ 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 such amendment or modification, prompt notice of any changes insuch material amendment or modification to 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). Conformed Credit Agreement - Page 54 ‌ 140760.01015/126600145v.2 ‌ ​. (ii) In addition to receiving third-party portfolio valuation reports from the Borrower, the Administrative Agent shall be permitted to engage the services of an independent valuation firm in a manner consistent with its existing procedures to provide assistance in the determination of any Unquoted Investments that is not an LTV Investment (other than those identified as LTV Investments pursuant to clause (xxxi) of the definition of “Eligible Core Portfolio Investment,” clause (xv) of the definition of “Eligible Debt Security” or clause (xxviii) of the definition of “Eligible Senior Bank Loan Investment”) (A) whose Net Senior Leverage Ratio (A) is more than 1.0x greater than the Net Senior Leverage Ratio measured as of the Restatement Date or thereafter at the time of the original acquisition by the Borrower thereof, as the case may be and has Net Senior Leverage Ratio greater than 4.0x or (B) that has negative EBITDA for two consecutive fiscal quarters and is not an LTV Investment.