Common use of Fair Market Values Clause in Contracts

Fair Market Values. The Administrative Agent individually, at the request of the Qualified Required Lenders, based upon a good faith belief that the valuations provided by the Valuation Agent are not representative of the Fair Market Value of any Eligible Portfolio Asset(s), shall have the right to request that such Eligible Portfolio Asset(s) be independently evaluated by an independent third-party pricing service or valuation firm as selected by the Qualified Required Lenders (the “Independent Valuation Provider”). There shall be no limit on the number of such subsequent appraisals requested by the Administrative Agent; provided that, the costs of any such valuation for such Eligible Portfolio Asset shall be at the expense of the Borrower Parties only once per calendar year so long as no Event of Default has occurred and is continuing. If (x) the value of any Eligible Portfolio Asset determined by the Valuation Agent is less than the value determined by the Independent Valuation Provider pursuant to this clause (d), then the value used will be the average of the Fair Market Values provided by the Valuation Agent and the Independent Valuation Provider for purposes of this Credit Agreement and (y) if the value of any Eligible Portfolio Asset determined by the Valuation Agent is greater than the value determined by the Independent Valuation Provider, and the difference between such values, on a percentage basis, is: (i) less than or equal to five percent (5%), then the value determined by the Valuation Agent shall be the Fair Market Value of such Eligible Portfolio Asset, (ii) greater than five percent (5%) but less than or equal to twenty percent (20%), then the Fair Market Value of such Eligible Portfolio Asset shall be an amount equal to (A) the sum of (x) the value determined by the Valuation Agent and (y) the value determined by the Independent Valuation Provider divided by (B) two (2), (iii) greater than twenty percent (20%), then the Borrower and the Administrative Agent individually, at the direction of the Qualified Required Lenders, shall retain an additional independent third -party appraiser and, upon the completion of such appraisal, the Fair Market Value of such Eligible Portfolio Asset shall be an amount equal to (A) the sum of all three (3) valuations pursuant to this clause (d), divided by (B) three (3), and (iv) greater than twenty percent (20%) and the Borrower and the Administrative Agent are awaiting the completion of the third appraisal described in clause (iii) above, then the Fair Market Value of such Eligible Portfolio Asset shall be an amount equal to (A) the sum of (x) the value determined by the Valuation Agent and (y) the value determined by the Independent Valuation Provider divided by (B) two (2); provided that, for the avoidance of doubt, prior to the completion of any second appraisal permitted under this clause (d), the Fair Market Value of such Eligible Portfolio Asset shall be the value determined by the Valuation Agent.

Fair Market Values. The Administrative Agent individually, at the request of the Qualified Required Lenders, based upon a good faith belief that the valuations provided by the Valuation Agent are not representative of the Fair Market Value of any Eligible Portfolio Asset(s), shall have the right to request that such Eligible Portfolio Asset(s) be independently evaluated by an independent third-party pricing service or valuation firm as selected by the Qualified Required Lenders (the “"Independent Valuation Provider”"). There shall be no limit on the number of such subsequent appraisals requested by the Administrative Agent; provided that, the costs of any such valuation for such Eligible Portfolio Asset shall be at the expense of the Borrower Parties only once per calendar year so long as no Event of Default has occurred and is continuing. If (x) the value of any Eligible Portfolio Asset determined by the Valuation Agent is less than the value determined by the Independent Valuation Provider pursuant to this clause (d), then the value used will be the average of the Fair Market Values provided by the Valuation Agent and the Independent Valuation Provider for purposes of this Credit Agreement and (y) if the value of any Eligible Portfolio Asset determined by the Valuation Agent is greater than the value determined by the Independent Valuation Provider, and the difference between such values, on a percentage basis, is: (i) less than or equal to five percent (5%), then the value determined by the Valuation Agent shall be the Fair Market Value of such Eligible Portfolio Asset, (ii) greater than five percent (5%) but less than or equal to twenty percent (20%), then the Fair Market Value of such Eligible Portfolio Asset shall be an amount equal to (A) the sum of (x) the value determined by the Valuation Agent and (y) the value determined by the Independent Valuation Provider divided by (B) two (2), (iii) greater than twenty percent (20%), then the Borrower and the Administrative Agent individually, at the direction of the Qualified Required Lenders, shall retain an additional independent third -party third-party appraiser and, upon the completion of such appraisal, the Fair Market Value of such Eligible Portfolio Asset shall be an amount equal to (A) the sum of all three (3) valuations pursuant to this clause (d), divided by (B) three (3), and (iv) greater than twenty percent (20%) and the Borrower and the Administrative Agent are awaiting the completion of the third appraisal described in clause (iii) above, then the Fair Market Value of such Eligible Portfolio Asset shall be an amount equal to (A) the sum of (x) the value determined by the Valuation Agent and (y) the value determined by the Independent Valuation Provider divided by (B) two (2); provided that, for the avoidance of doubt, prior to the completion of any second appraisal permitted under this clause (d), the Fair Market Value of such Eligible Portfolio Asset shall be the value determined by the Valuation Agent.clause

Fair Market Values. The Administrative Agent individually, at the request of the Qualified Required Lenders, based upon a good faith belief that the valuations provided by the Valuation Agent are not representative of the Fair Market Value of any Eligible Portfolio Asset(s), shall have the right to request that such Eligible Portfolio Asset(s) be independently evaluated by an independent third-party pricing service or valuation firm as selected by the Qualified Required Lenders (the “Independent Valuation Provider”). There shall be no limit on the number of such subsequent appraisals requested by the Administrative Agent; provided that, the costs of any such valuation for such Eligible Portfolio Asset shall be at the expense of the Borrower Parties only once per calendar year so long as no Event of Default has occurred and is continuing. If (x) the value of any Eligible Portfolio Asset determined by the Valuation Agent is less than the value determined by the Independent Valuation Provider pursuant to this clause (d), then the value used will be the average of the Fair Market Values provided by the Valuation Agent and the Independent Valuation Provider for purposes of this Credit Agreement and (y) if the value of any Eligible Portfolio Asset determined by the Valuation Agent is greater than the value determined by the Independent Valuation Provider, and the difference between such values, on a percentage basis, is: (i) less than or equal to five percent (5%), then the value determined by the Valuation Agent shall be the Fair Market Value of such Eligible Portfolio Asset, (ii) greater than five percent (5%) but less than or equal to twenty percent (20%), then the Fair Market Value of such Eligible Portfolio Asset shall be an amount equal to (A) the sum of (x) the value determined by the Valuation Agent and (y) the value determined by the Independent Valuation Provider divided by (B) two (2), (iii) greater than twenty percent (20%), then the Borrower and the Administrative Agent individually, at the direction of the Qualified Required Lenders, shall retain an additional independent third -party third-party appraiser and, upon the completion of such appraisal, the Fair Market Value of such Eligible Portfolio Asset shall be an amount equal to (A) the sum of all three (3) valuations pursuant to this clause (d), divided by (B) three (3), and (iv) greater than twenty percent (20%) and the Borrower and the Administrative Agent are awaiting the completion of the third appraisal described in clause (iii) above, then the Fair Market Value of such Eligible Portfolio Asset shall be an amount equal to (A) the sum of (x) the value determined by the Valuation Agent and (y) the value determined by the Independent Valuation Provider divided by (B) two (2); provided that, for the avoidance of doubt, prior to the completion of any second appraisal permitted under this clause (d), the Fair Market Value of such Eligible Portfolio Asset shall be the value determined by the Valuation Agent.