Common use of Valuation Dispute Clause in Contracts

Valuation Dispute. (a) Within ten (10) Business Days following Holder’s receipt from Parent of the Notice and the Transaction Documents, Holder may, in the event they have a good faith dispute with any of Parent’s valuations or other amounts set forth in the Notice, provide written notice of, and the grounds for, such dispute to Parent, accompanied by the information setting forth the grounds for such dispute in reasonable detail (a “Dispute Notice”). In the event the Holder does not deliver such Dispute Notice during such ten (10) Business Day period, Parent’s valuations and amounts set forth in the Notice shall be considered final and binding on the Parties. (b) In the event the Holder delivers a Dispute Notice, the Holder and Parent shall seek in good faith to resolve any dispute identified therein as promptly as practicable within thirty (30) calendar days following Parent’s receipt thereof. In the event Holder and Parent resolve the dispute, the Notice, including such revisions as agreed by the Holder and Parent pursuant to this Section 6(b), shall be final and binding on the Parties. (c) In the event Holder delivers a Dispute Notice and Holder and Parent are unable to reach an agreement within thirty calendar (30) days thereafter, any such dispute shall be settled by an independent third party experienced in valuation matters that is mutually acceptable to Holder and Parent. The determination of such third party shall, absent manifest error, be binding on each Party and the fees and expenses of such third party shall be borne pro rata by Parent and Holder based on the amount by which Parent’s and the Holder’s respective valuations are different from the valuation as determined by such third party. (d) Notwithstanding anything to the contrary herein, in the event that any Dispute Notice is delivered in connection with a Disposal, Sale or Winding-Up, the Parties shall use their commercially reasonable efforts to agree and implement substitute dispute resolution procedures to the extent necessary or advisable to ensure that resolution of such dispute set forth in such Dispute Notice does not impede or delay the timely consummation of such Disposal, Sale or Winding-Up.

Valuation Dispute. (a) Within ten (10) Business Days following Holder’s receipt from Parent The Borrower shall obtain a valuation of the Notice and Collateral from a third-party acceptable to the Transaction Documents, Holder may, Required Lenders in the event they have a good faith dispute with any of Parent’s valuations or other amounts set forth their commercially reasonable judgment who is experienced in the Notice, provide written notice of, and the grounds for, such dispute to Parent, accompanied by the information setting forth the grounds for such dispute in reasonable detail valuing Policies (a “Dispute NoticeBorrower Valuation”). In the event the Holder Borrower Valuation (A) is more than ten percent (10%) higher than the Lender Valuation of the Pledged Policies and (B) results in an LTV of less than fifty percent (50%), then, at the Administrative Agent’s option, (i) on the first Distribution Date occurring after the Borrower obtains such Borrower Valuation, such Borrower Valuation will be used for the determination of the LTV (and for each subsequent Distribution Date, the Lender Valuation, as determined by the Administrative Agent from time to time, will be used for all subsequent determinations of the LTV, subject to the Borrower initiating any future Valuation Disputes in accordance with the terms hereof) or (ii) the Administrative Agent may request in writing that the Borrower repay all the Advances outstanding plus accrued interest and expenses in respect thereof (a “Payoff Notice”). If the Borrower does not deliver repay such Dispute Notice during such ten amount in full within one hundred eighty (10180) Business Day period, Parent’s valuations and amounts set forth in days of the Notice shall be considered final and binding on the Parties. (b) In the event the Holder delivers a Dispute Payoff Notice, the Holder Borrower will no longer have the right to initiate a Valuation Dispute and Parent shall seek in good faith the Lender Valuation, as determined by the Administrative Agent from time to resolve any dispute identified therein as promptly as practicable within thirty time, will be used for all subsequent determinations of the LTV. During such one hundred eighty (30180) calendar days following Parent’s receipt thereof. In the event Holder and Parent resolve the disputeday period, the Notice, including such revisions LTV and the related Lender Valuation shall equal the amounts as agreed initially calculated by the Holder and Parent Required Lenders. No Yield Maintenance Fee shall be payable in connection with the repayment of Advances by the Borrower pursuant to this Section 6(b7.5(b), shall be final and binding on the Parties. (c) In the event Holder delivers a Dispute Notice and Holder and Parent are unable to reach an agreement within thirty calendar (30) days thereafter, any such dispute shall be settled by an independent third party experienced in valuation matters that is mutually acceptable to Holder and Parent. The determination of such third party shall, absent manifest error, be binding on each Party and the fees and expenses of such third party shall be borne pro rata by Parent and Holder based on the amount by which Parent’s and the Holder’s respective valuations are different from the valuation as determined by such third party. (d) Notwithstanding anything to the contrary herein, in the event that any Dispute Notice is delivered in connection with a Disposal, Sale or Winding-Up, the Parties shall use their commercially reasonable efforts to agree and implement substitute dispute resolution procedures to the extent necessary or advisable to ensure that resolution of such dispute set forth in such Dispute Notice does not impede or delay the timely consummation of such Disposal, Sale or Winding-Up.

Valuation Dispute. (a) Within ten (10) Business Days following Holder’s Holders’ receipt from Parent of the Notice and the Transaction Documents, Holder the Required Holders may, in the event they have a good faith dispute with any of Parent’s valuations or other amounts set forth in the Notice, provide written notice of, and the grounds for, such dispute to Parent, accompanied by the information setting forth the grounds for such dispute in reasonable detail (a “Dispute Notice”). In the event the Holder does Required Holders do not deliver such Dispute Notice during such ten (10) Business Day period, Parent’s valuations and amounts set forth in the Notice shall be considered final and binding on the Parties. (b) In the event the Holder delivers Required Holders deliver a Dispute Notice, the Holder Required Holders and Parent shall seek in good faith to resolve any dispute identified therein as promptly as practicable within thirty (30) calendar days following Parent’s receipt thereof. In the event Holder the Required Holders and Parent resolve the dispute, the Notice, including such revisions as agreed by the Holder Required Holders and Parent pursuant to this Section 6(b), shall be final and binding on the Parties. (c) In the event Holder delivers the Required Holders deliver a Dispute Notice and Holder the Required Holders and Parent are unable to reach an agreement within thirty calendar (30) days thereafter, any such dispute shall be settled by an independent third party experienced in valuation matters that is mutually acceptable to Holder the Required Holders and Parent. The determination of such third party shall, absent manifest error, be binding on each Party and the fees and expenses of such third party shall be borne pro rata by Parent and Holder the Holders based on the amount by which Parent’s and the Holder’s Required Holders’ respective valuations are different from the valuation as determined by such third party. (d) Notwithstanding anything to the contrary herein, in the event that any Dispute Notice is delivered in connection with a Disposal, Sale or Winding-Up, the Parties shall use their commercially reasonable efforts to agree and implement substitute dispute resolution procedures to the extent necessary or advisable to ensure that resolution of such dispute set forth in such Dispute Notice does not impede or delay the timely consummation of such Disposal, Sale or Winding-Up.