Common use of Valuation of Collateral Clause in Contracts

Valuation of Collateral. (a) The Valuation Agent shall determine every two (2) weeks (the date of such valuation being a "Valuation Date") (i) the amount of the Certificate A (inclusive of principal and accreted/compounded interest) as of the Valuation Date (the "Certificate Value") and (ii) by obtaining values from the issuer of the Certificate A and at least one reputable broker of certificates of deposit, the fair market sales value of the Certificate A if sold prior to maturity as of the Valuation Date as the higher of two values received (the "Sales Value"). Each such valuation by the Valuation Agent shall be binding on the Pledgor and the Pledgee, absent manifest error. On any Valuation Date, in the event that the Sales Value plus any collateral previously delivered by the Pledgor pursuant to Section 2.7(b) is less than the Certificate Value (a "Deficiency"), the Valuation Agent shall give written notice of such Deficiency (a "Collateral Notice") within two (2) Business Days after the Valuation Date via (i) overnight mail or hand delivery and (ii) facsimile transmission, to each of the Pledgee, the Pledgor and a third party (the "Custodian") to be reasonably agreed to by the parties hereto that will establish the Certificate Pledge Agreement Collateral Account (as hereinafter defined) on behalf of the Pledgee and Key Corporate Capital Inc. (a) The Pledgor shall promptly, but in any event with five (5) Business Days after receipt of a Collateral Notice (facsimile confirmation receipt by the Valuation Agent being deemed receipt of notice by the Pledgor and the Pledgee), wire transfer funds in U.S. Dollars to a collateral account to be specified by the Pledgee to the Pledgor (the "Collateral Account") in an amount equal to or exceeding the Deficiency. The Pledgor's obligation to transfer such funds is hereinafter referred to as the "Collateral Requirement." The Pledgor's failure to provide such additional Collateral shall result in Pledgee having the immediate right to all Collateral and all funds in the Collateral Account in accordance with Section 6.1. (b) On any Valuation Date, in the event that the Sales Value plus any collateral previously delivered pursuant to Section 2.7(b), equals or exceeds the Certificate Value (such excess being referred to herein as the "Excess") and no Event of Default described in Section 6.1 or Default relating thereto shall have occurred and be continuing, the Valuation Agent shall provide written notice of such Excess (the "Excess Notice") within two (2) Business Days after the Valuation Date in the manner described in Section 2.7(a) to each of the Pledgor, the Pledgee and the Custodian. The Custodian shall be directed thereafter to return the Excess to the Pledgor.

Valuation of Collateral. (a) The Valuation Agent shall determine every two on the first Wednesday of each month (2or if such day is not a Business Day, the following Business Day) weeks (the date of such valuation being a "Valuation Date") (i) the amount of the Certificate A B (inclusive of principal and accreted/compounded interestexclusive of undistributed Earnings) as of the Valuation Date (the "Certificate Value") and ), (ii) by obtaining values from the issuer of the Certificate A B and at least one reputable broker of certificates of deposit, the fair market sales value of the Certificate A B if sold prior to maturity as of the Valuation Date as the higher of the two values received (the "Sales Value")) and (iii) the rating of the provider of the Certificate B from a source the Valuation Agent deems appropriate. Each such valuation by the Valuation Agent shall be binding on the Pledgor and the Pledgee, absent manifest error. On any Valuation Date, in the event that the Sales Value plus any collateral previously delivered by Account Funds in the Pledgor pursuant to Section 2.7(b) Collateral Account is less than the Certificate Value (a "Deficiency"), the Valuation Agent shall give written notice in such form as the Valuation Agent deems appropriate of such Deficiency (a "Collateral Notice") within two (2) Business Days after the Valuation Date via (i) overnight mail or hand delivery and (ii) facsimile transmission, to each of the Pledgee, the Custodian and the Pledgor and (a third party ("Deficiency Notice"). Notice in accordance with the "Custodian") to previous sentence shall be reasonably agreed to provided by the parties hereto Valuation Agent in such form as the Valuation Agent deems appropriate in the event that will establish the rating of the provider of the Certificate Pledge Agreement Collateral Account B is less than "A" (as hereinafter definedor an equivalent thereto) on behalf (a "Rating Notice"). Upon the written request of the Valuation Agent, approved in writing by the Pledgee and Key Corporate Capital Inc.Bank Hapoalim B.M., San Francisco Branch ("BH"), ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇f the Valuation Date may be modified from time to time. (ab) The Pledgor shall promptly, but in any event with within five (5) Business Days after receipt of a Collateral Deficiency Notice (facsimile confirmation receipt by the Valuation Agent being deemed receipt of notice by the Pledgor Pledgor, the Pledgee and the PledgeeCustodian), wire transfer funds additional Account Funds in U.S. Dollars to a collateral account to be specified by the Pledgee to the Pledgor (the "Collateral Account") Account in an amount equal to or exceeding the Deficiency. The Pledgor's obligation to transfer deposit such funds Account Funds in the Collateral Account is hereinafter referred to as the "Collateral Requirement." The Pledgor's failure to provide such additional Collateral shall result in Pledgee having the immediate right to all Collateral and all funds in the Collateral Account in accordance with Section 6.1. (b) On any Valuation Date, in the event that the Sales Value plus any collateral previously delivered pursuant to Section 2.7(b), equals or exceeds the Certificate Value (such excess being referred to herein as the "Excess") and no Event of Default described in Section 6.1 or Default relating thereto shall have occurred and be continuing, the Valuation Agent shall provide written notice of such Excess (the "Excess Notice") within two (2) Business Days after the Valuation Date in the manner described in Section 2.7(a) to each of the Pledgor, the Pledgee and the Custodian. The Custodian shall be directed thereafter to return the Excess to the Pledgor.

Valuation of Collateral. (a) The Valuation Agent shall determine every two on the first Wednesday of each month (2or if such day is not a Business Day, the following Business Day) weeks (the date of such valuation being a "Valuation Date") (i) the amount of the Certificate A (inclusive of principal and accreted/compounded interest) as of the Valuation Date (the "Certificate Value") ), and (ii) by obtaining values from the issuer of the Certificate A and at least one reputable broker of certificates of deposit, the fair market sales value of the Certificate A if sold prior to maturity as of the Valuation Date as which fair market sales value shall be equal to the higher of the two values received (the "Sales Value"). Each such valuation by the Valuation Agent shall be binding on the Pledgor and the Pledgee, absent manifest error. On any Valuation Date, in the event that the Sales Value plus any collateral previously delivered by Account Funds in the Pledgor pursuant to Section 2.7(b) Collateral Account is less than the Certificate Value (a "Deficiency"), the Valuation Agent shall give written notice in such form as the Valuation Agent deems appropriate of such Deficiency (a "Collateral Notice") within two (2) Business Days after the Valuation Date via (i) overnight mail or hand delivery and (ii) facsimile transmission, to each of the Pledgee, the Custodian and the Pledgor and (a third party ("Deficiency Notice"). Upon the "Custodian") to be reasonably agreed to written request of the Valuation Agent, approved in writing by the parties hereto that will establish the Certificate Pledge Agreement Collateral Account (as hereinafter defined) on behalf of the Pledgee and Key Corporate Capital Inc.SELCO, the frequency of the Valuation Date may be modified from time to time. (ab) The Pledgor shall promptly, but in any event with within five (5) Business Days after receipt of a Collateral Deficiency Notice (facsimile confirmation receipt by the Valuation Agent being deemed receipt of notice by the Pledgor Pledgor, the Pledgee and the PledgeeCustodian), wire transfer funds additional Account Funds in U.S. Dollars to a collateral account to be specified by the Pledgee to the Pledgor (the "Collateral Account") Account in an amount equal to or exceeding the Deficiency. The Pledgor's obligation to transfer deposit such funds Account Funds in the Collateral Account is hereinafter referred to as the "Collateral Requirement." The Pledgor's failure to provide such additional Collateral shall result in Pledgee having the immediate right to all Collateral and all funds in the Collateral Account in accordance with Section 6.1. (b) On any Valuation Date, in the event that the Sales Value plus any collateral previously delivered pursuant to Section 2.7(b), equals or exceeds the Certificate Value (such excess being referred to herein as the "Excess") and no Event of Default described in Section 6.1 or Default relating thereto shall have occurred and be continuing, the Valuation Agent shall provide written notice of such Excess (the "Excess Notice") within two (2) Business Days after the Valuation Date in the manner described in Section 2.7(a) to each of the Pledgor, the Pledgee and the Custodian. The Custodian shall be directed thereafter to return the Excess to the Pledgor.

Valuation of Collateral. (a) The Valuation Agent shall determine every two on the first Wednesday of each month (2or if such day is not a Business Day, the following Business Day) weeks (the date of such valuation being a "Valuation Date") (i) the amount of the Certificate A B (inclusive of principal and accreted/compounded interestexclusive of undistributed Earnings) as of the Valuation Date (the "Certificate Value") and ), (ii) by obtaining values from the issuer of the Certificate A B and at least one reputable broker of certificates of deposit, the fair market sales value of the Certificate A B if sold prior to maturity as of the Valuation Date as which fair market sales value shall be equal to the higher of the two values received (the "Sales Value")) and (iii) the rating of the provider of the Certificate B from a source the Valuation Agent deems appropriate. Each such valuation of Certificate B by the Valuation Agent shall be binding on the Pledgor and the Pledgee, absent manifest error. On any Valuation Date, in the event that the Sales Value plus any collateral previously delivered by Account Funds in the Pledgor pursuant to Section 2.7(b) Collateral Account is less than the Certificate Value (a "Deficiency"), the Valuation Agent shall give written notice in such form as the Valuation Agent deems appropriate of such Deficiency (a "Collateral Notice") within two (2) Business Days after the Valuation Date via (i) overnight mail or hand delivery and (ii) facsimile transmission, to each of the Pledgee, the Custodian and the Pledgor and (a third party ("Deficiency Notice"). Notice in accordance with the "Custodian") to previous sentence shall be reasonably agreed to provided by the parties hereto Valuation Agent in such form as the Valuation Agent deems appropriate in the event that will establish the rating of the provider of the Certificate Pledge Agreement Collateral Account B is less than "A" (as hereinafter definedor an equivalent thereto) on behalf (a "Rating Notice"). Upon the written request of the Valuation Agent, approved in writing by the Pledgee and Key Corporate Capital Inc.SELCO Service Corporation ("SELCO"), the frequency of the Valuation Date may be modified from time to time. (ab) The Pledgor shall promptly, but in any event with within five (5) Business Days after receipt of a Collateral Deficiency Notice (facsimile confirmation receipt by the Valuation Agent being deemed receipt of notice by the Pledgor Pledgor, the Pledgee and the PledgeeCustodian), wire transfer funds additional Account Funds in U.S. Dollars to a collateral account to be specified by the Pledgee to the Pledgor (the "Collateral Account") Account in an amount equal to or exceeding the Deficiency. The Pledgor's obligation to transfer deposit such funds Account Funds in the Collateral Account is hereinafter referred to as the "Collateral Requirement." The Pledgor's failure to provide such additional Collateral shall result in Pledgee having the immediate right to all Collateral and all funds in the Collateral Account in accordance with Section 6.1. (b) On any Valuation Date, in the event that the Sales Value plus any collateral previously delivered pursuant to Section 2.7(b), equals or exceeds the Certificate Value (such excess being referred to herein as the "Excess") and no Event of Default described in Section 6.1 or Default relating thereto shall have occurred and be continuing, the Valuation Agent shall provide written notice of such Excess (the "Excess Notice") within two (2) Business Days after the Valuation Date in the manner described in Section 2.7(a) to each of the Pledgor, the Pledgee and the Custodian. The Custodian shall be directed thereafter to return the Excess to the Pledgor.

Valuation of Collateral. (a) The Valuation Agent shall determine every two On or prior to the fifth Business Day after (1) the last Business Day of each calendar month, (2) weeks the next Business Day after any day on which Collateral is released from the Custodial Account pursuant to Section 3.05 hereof and (3) the date of such valuation being a "Valuation Date")Business Day immediately preceding any day on which Collateral is added to the Custodial Account pursuant to Section 3.06 hereof, the Pledgor shall cause the Custodian to, as provided in the Custodial Agreement Acknowledgment: (i) determine the amount Market Value of all Eligible Collateral which was held in the Certificate A (inclusive of principal and accreted/compounded interest) Restricted Custodial Account as of the close of business on such (1) last Business Day of the calendar month, (2) next Business Day after the day on which Collateral is released or (3) Business Day immediately preceding the day on which Collateral is added, as the case may be, (each such day, a "Valuation Date (the Day"Certificate Value") ); and ------------- (ii) by obtaining values from prepare a valuation report stating the issuer Market Value of the Certificate A Eligible Collateral and at least one reputable broker of certificates of deposit, any cash held in the fair market sales value of the Certificate A if sold prior to maturity Restricted Custodial Account as of the close of business on each such Valuation Date as the higher of two values received Day (the "Sales ValueValuation Report"). Each such valuation by the Valuation Agent shall be binding on the Pledgor and the Pledgee, absent manifest error. On any Valuation Date, in the event that the Sales Value plus any collateral previously delivered by the Pledgor pursuant to Section 2.7(b) is less than the Certificate Value (a "Deficiency"), the Valuation Agent shall give written notice of such Deficiency (a "Collateral Notice") within two (2) Business Days after the Valuation Date via (i) overnight mail or hand delivery and (ii) facsimile transmission, to each of the Pledgee, the Pledgor and a third party (the "Custodian") to be reasonably agreed to by the parties hereto that will establish the Certificate Pledge Agreement Collateral Account (as hereinafter defined) on behalf of the Pledgee and Key Corporate Capital Inc. (a) The Pledgor shall promptly, but in any event with five (5) Business Days after receipt of a Collateral Notice (facsimile confirmation receipt by the Valuation Agent being deemed receipt of notice by the Pledgor and the Pledgee), wire transfer funds in U.S. Dollars to a collateral account to be specified by the Pledgee to the Pledgor (the "Collateral Account") in an amount equal to or exceeding the Deficiency. The Pledgor's obligation to transfer such funds is hereinafter referred to as the "Collateral Requirement." The Pledgor's failure to provide such additional Collateral shall result in Pledgee having the immediate right to all Collateral and all funds in the Collateral Account in accordance with Section 6.1.---------------- (b) On or prior to the fifth Business Day after each Valuation Day referred to in subsection 3.04(a)(i)(1), the Pledgor shall cause the Custodian to deliver by facsimile transmission to the Agent and the Pledgor the Valuation Report, and, for any other Valuation DateDay, upon request of the Agent, the ▇▇▇▇▇▇▇ shall cause the Custodian to deliver by facsimile transmission to the Agent the related Valuation Report. (c) The Agent may conclusively rely on each Valuation Report. The Agent shall deliver to each Bank as soon as available, but on or before the tenth day of each calendar quarter, and to the Pledgor along with each statement of fees and interest due under the Credit Agreement, a quarterly statement ("Valuation Summary") showing the lowest Market Value of the Eligible Collateral on a Valuation Day during such quarter or, in the event that case of a quarter in which the Sales Closing Date occurs or the Commitments have been terminated, showing the lowest Market Value plus any collateral previously delivered pursuant to Section 2.7(bof the Eligible Collateral on a Valuation Day during such calendar quarter during which the Commitments were in effect ("Lowest Quarterly Market ----------------------- Value"), equals or exceeds and the Certificate Market Value (of the Eligible Collateral on each such excess being referred to herein as Valuation ----- Day during such calendar quarter. The Lowest Quarterly Market Value so determined by the "Excess") and no Event of Default described in Section 6.1 or Default relating thereto shall have occurred and be continuing, the Valuation Agent shall provide written notice of such Excess (the "Excess Notice") within two (2) Business Days after the Valuation Date be final, conclusive and binding on all parties in the manner described in Section 2.7(a) to each absence of the Pledgor, the Pledgee and the Custodian. The Custodian shall be directed thereafter to return the Excess to the Pledgormanifest error.

Valuation of Collateral. (a) The Valuation Agent shall determine every two on the first Wednesday of each month (2or if such day is not a Business Day, the following Business Day) weeks (the date of such valuation being a "Valuation Date") (i) the amount of the Certificate A B (inclusive of principal and accreted/compounded interestexclusive of undistributed Earnings) as of the Valuation Date (the "Certificate Value") ), and (ii) by obtaining values from the issuer of the Certificate A B and at least one reputable broker of certificates of deposit, the fair market sales value of the Certificate A B if sold prior to maturity as of the Valuation Date as which fair market sales value shall be equal to the higher of the two values received (the "Sales Value"). Each such valuation of Certificate B by the Valuation Agent shall be binding on the Pledgor and the Pledgee, absent manifest error. On any Valuation Date, in the event that the Sales Value plus any collateral previously delivered by Account Funds in the Pledgor pursuant to Section 2.7(b) Collateral Account is less than the Certificate Value (a "Deficiency"), the Valuation Agent shall give written notice in such form as the Valuation Agent deems appropriate of such Deficiency (a "Collateral Notice") within two (2) Business Days after the Valuation Date via (i) overnight mail or hand delivery and (ii) facsimile transmission, to each of the Pledgee, the Custodian and the Pledgor and (a third party ("Deficiency Notice"). Upon the "Custodian") to be reasonably agreed to by the parties hereto that will establish the Certificate Pledge Agreement Collateral Account (as hereinafter defined) on behalf written request of the Pledgee and Key Corporate Capital Inc.Valuation Agent, approved in writing by SELCO, the frequency of the Valuation Date may be modified from time to time. (ab) The Pledgor shall promptly, but in any event with within five (5) Business Days after receipt of a Collateral Deficiency Notice (facsimile confirmation receipt by the Valuation Agent being deemed receipt of notice by the Pledgor Pledgor, the Pledgee and the PledgeeCustodian), wire transfer funds additional Account Funds in U.S. Dollars to a collateral account to be specified by the Pledgee to the Pledgor (the "Collateral Account") Account in an amount equal to or exceeding the Deficiency. The Pledgor's obligation to transfer deposit such funds Account Funds in the Collateral Account is hereinafter referred to as the "Collateral Requirement." The Pledgor's failure to provide such additional Collateral shall result in Pledgee having the immediate right to all Collateral and all funds in the Collateral Account in accordance with Section 6.1. (b) On any Valuation Date, in the event that the Sales Value plus any collateral previously delivered pursuant to Section 2.7(b), equals or exceeds the Certificate Value (such excess being referred to herein as the "Excess") and no Event of Default described in Section 6.1 or Default relating thereto shall have occurred and be continuing, the Valuation Agent shall provide written notice of such Excess (the "Excess Notice") within two (2) Business Days after the Valuation Date in the manner described in Section 2.7(a) to each of the Pledgor, the Pledgee and the Custodian. The Custodian shall be directed thereafter to return the Excess to the Pledgor.

Valuation of Collateral. (a) The Valuation Agent shall determine every two on the first Wednesday of each month (2or if such day is not a Business Day, the following Business Day) weeks (the date of such valuation being a "Valuation Date") (i) the amount of the Certificate A (inclusive of principal and accreted/compounded interest) as of the Valuation Date (the "Certificate Value") and ), (ii) by obtaining values from the issuer of the Certificate A and at least one reputable broker of certificates of deposit, the fair market sales value of the Certificate A if sold prior to maturity as of the Valuation Date as which fair market sales value shall be equal to the higher of the two values received (the "Sales Value")) and (iii) the rating of the provider of the Certificate A from a source the Valuation Agent deems appropriate. Each such valuation by the Valuation Agent shall be binding on the Pledgor and the Pledgee, absent manifest error. On any Valuation Date, in the event that the Sales Value plus any collateral previously delivered by Account Funds in the Pledgor pursuant to Section 2.7(b) Collateral Account is less than the Certificate Value (a "Deficiency"), the Valuation Agent shall give written notice in such form as the Valuation Agent deems appropriate of such Deficiency (a "Collateral Notice") within two (2) Business Days after the Valuation Date via (i) overnight mail or hand delivery and (ii) facsimile transmission, to each of the Pledgee, the Custodian and the Pledgor and (a third party ("Deficiency Notice"). Notice in accordance with the "Custodian") to previous sentence shall be reasonably agreed to provided by the parties hereto Valuation Agent in such form as the Valuation Agent deems appropriate in the event that will establish the rating of the provider of the Certificate Pledge Agreement Collateral Account A is less than "A" (as hereinafter definedor an equivalent thereto) on behalf (a "Rating Notice"). Upon the written request of the Valuation Agent, approved in writing by the Pledgee and Key Corporate Capital Inc.Bank Hapoalim B.M., San Francisco Branch ("BH"), the frequency of the Valua▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇ modified from time to time. (ab) The Pledgor shall promptly, but in any event with within five (5) Business Days after receipt of a Collateral Deficiency Notice (facsimile confirmation receipt by the Valuation Agent being deemed receipt of notice by the Pledgor Pledgor, the Pledgee and the PledgeeCustodian), wire transfer funds additional Account Funds in U.S. Dollars to a collateral account to be specified by the Pledgee to the Pledgor (the "Collateral Account") Account in an amount equal to or exceeding the Deficiency. The Pledgor's obligation to transfer deposit such funds Account Funds in the Collateral Account is hereinafter referred to as the "Collateral Requirement." The Pledgor's failure to provide such additional Collateral shall result in Pledgee having the immediate right to all Collateral and all funds in the Collateral Account in accordance with Section 6.1. (b) On any Valuation Date, in the event that the Sales Value plus any collateral previously delivered pursuant to Section 2.7(b), equals or exceeds the Certificate Value (such excess being referred to herein as the "Excess") and no Event of Default described in Section 6.1 or Default relating thereto shall have occurred and be continuing, the Valuation Agent shall provide written notice of such Excess (the "Excess Notice") within two (2) Business Days after the Valuation Date in the manner described in Section 2.7(a) to each of the Pledgor, the Pledgee and the Custodian. The Custodian shall be directed thereafter to return the Excess to the Pledgor.