Common use of Valuation of Collateral Clause in Contracts

Valuation of Collateral. (a) The Valuation Agent shall determine on the first Wednesday of each month (or if such day is not a Business Day, the following Business Day) (the date of such valuation being a "Valuation Date") (i) the amount of the Certificate B (inclusive of principal and exclusive of undistributed Earnings) as of the Valuation Date (the "Certificate Value"), (ii) by obtaining values from the issuer of the Certificate B and at least one reputable broker of certificates of deposit, the fair market sales value of the Certificate 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 Account Funds in the 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 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 (a "Deficiency Notice"). Notice in accordance with the previous sentence shall be provided by the Valuation Agent in such form as the Valuation Agent deems appropriate in the event that the rating of the provider of the Certificate B is less than "A" (or an equivalent thereto) (a "Rating Notice"). Upon the written request of the Valuation Agent, approved in writing by the Pledgee and Bank Hapoalim B.M., San Francisco Branch ("BH"), ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇f the Valuation Date may be modified from time to time. (b) The Pledgor shall promptly, but in any event within five (5) Business Days after receipt of a Deficiency Notice (facsimile confirmation receipt by the Valuation Agent being deemed receipt of notice by the Pledgor, the Pledgee and the Custodian), wire transfer additional Account Funds in U.S. Dollars to the Collateral Account in an amount equal to or exceeding the Deficiency. The Pledgor's obligation to deposit such Account Funds in the Collateral Account is hereinafter referred to as the "

Valuation of Collateral. (a) The Valuation Agent shall determine on the first Wednesday of each month every two (or if such day is not a Business Day, the following Business Day2) weeks (the date of such valuation being a "Valuation Date") (i) the amount of the Certificate B A (inclusive of principal and exclusive of undistributed Earningsaccreted/compounded interest) as of the Valuation Date (the "Certificate Value"), ) and (ii) by obtaining values from the issuer of the Certificate B A and at least one reputable broker of certificates of deposit, the fair market sales value of the Certificate B A 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 Account Funds in collateral previously delivered by the Collateral Account Pledgor pursuant to Section 2.7(b) 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 Pledgor and a third party (the Pledgor (a "Deficiency NoticeCustodian"). Notice in accordance with the previous sentence shall ) to be provided reasonably agreed to by the Valuation Agent in such form as the Valuation Agent deems appropriate in the event parties hereto that the rating of the provider of will establish the Certificate B is less than "A" Pledge Agreement Collateral Account (or an equivalent theretoas hereinafter defined) (a "Rating Notice"). Upon the written request on behalf of the Valuation Agent, approved in writing by the Pledgee and Bank Hapoalim B.M., San Francisco Branch ("BH"), ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇f the Valuation Date may be modified from time to time.Key Corporate Capital Inc. (ba) The Pledgor shall promptly, but in any event within with five (5) Business Days after receipt of a Deficiency Collateral Notice (facsimile confirmation receipt by the Valuation Agent being deemed receipt of notice by the Pledgor, the Pledgee Pledgor and the CustodianPledgee), wire transfer additional Account Funds 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 deposit transfer such Account Funds in the Collateral Account 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 on the first Wednesday of each month (or if such day is not a Business Day, the following Business Day) (the date of such valuation being a "Valuation Date") (i) the amount of the Certificate B (inclusive of principal and exclusive of undistributed Earnings) as of the Valuation Date (the "Certificate Value"), (ii) by obtaining values from the issuer of the Certificate B and at least one reputable broker of certificates of deposit, the fair market sales value of the Certificate 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 Account Funds in the 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 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 (a "Deficiency Notice"). Notice in accordance with the previous sentence shall be provided by the Valuation Agent in such form as the Valuation Agent deems appropriate in the event that the rating of the provider of the Certificate B is less than "A" (or an equivalent thereto) (a "Rating Notice"). Upon the written request of the Valuation Agent, approved in writing by the Pledgee and Bank Hapoalim B.M., San Francisco Branch SELCO Service Corporation ("BHSELCO"), ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇f the frequency of the Valuation Date may be modified from time to time. (b) The Pledgor shall promptly, but in any event within five (5) Business Days after receipt of a Deficiency Notice (facsimile confirmation receipt by the Valuation Agent being deemed receipt of notice by the Pledgor, the Pledgee and the Custodian), wire transfer additional Account Funds in U.S. Dollars to the Collateral Account in an amount equal to or exceeding the Deficiency. The Pledgor's obligation to deposit such Account Funds in the Collateral Account is hereinafter referred to as the "

Valuation of Collateral. (a) The Valuation Agent shall determine on On or prior to the first Wednesday fifth Business Day after (1) the last Business Day of each month calendar month, (or if such 2) the next Business Day after any day on which Collateral is not a released from the Custodial Account pursuant to Section 3.05 hereof and (3) the Business DayDay immediately preceding any day on which Collateral is added to the Custodial Account pursuant to Section 3.06 hereof, the following Business Day) (Pledgor shall cause the date of such valuation being a "Valuation Date")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 B (inclusive of principal and exclusive of undistributed Earnings) 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 "Certificate ValueDay"), ; and ------------- (ii) by obtaining values from prepare a valuation report stating the issuer Market Value of the Certificate B Eligible Collateral and at least one reputable broker of certificates of deposit, any cash held in the fair market sales value of the Certificate B if sold prior to maturity Restricted Custodial Account as of the close of business on each such Valuation Date as Day ("Valuation Report"). ---------------- (b) On or prior 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 fifth Business Day after each 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, Day referred to in the event that the Sales Value plus any Account Funds in the Collateral Account is less than the Certificate Value (a "Deficiency"subsection 3.04(a)(i)(1), the Valuation Agent Pledgor shall give written notice in such form as the Valuation Agent deems appropriate of such Deficiency 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, cause the Custodian to deliver by facsimile transmission to the Agent and the Pledgor (a "Deficiency Notice"). Notice in accordance with the previous sentence shall be provided by the Valuation Agent in such form as the Report, and, for any other Valuation Agent deems appropriate in the event that the rating of the provider of the Certificate B is less than "A" (or an equivalent thereto) (a "Rating Notice"). Upon the written Day, upon request of the Valuation Agent, approved in writing by the Pledgee and Bank Hapoalim B.M., San Francisco Branch ("BH"), ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇f shall cause the Custodian to deliver by facsimile transmission to the Agent the related Valuation Date may be modified from time to timeReport. (bc) The Pledgor Agent may conclusively rely on each Valuation Report. The Agent shall promptlydeliver 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 any event within five (5) Business Days after receipt the case of a Deficiency Notice quarter in which the Closing Date occurs or the Commitments have been terminated, showing the lowest Market Value of the Eligible Collateral on a Valuation Day during such calendar quarter during which the Commitments were in effect (facsimile confirmation receipt "Lowest Quarterly Market ----------------------- Value"), and the Market Value of the Eligible Collateral on each such Valuation ----- Day during such calendar quarter. The Lowest Quarterly Market Value so determined by the Valuation Agent being deemed receipt of notice by the Pledgorshall be final, the Pledgee conclusive and the Custodian), wire transfer additional Account Funds in U.S. Dollars to the Collateral Account in an amount equal to or exceeding the Deficiency. The Pledgor's obligation to deposit such Account Funds binding on all parties in the Collateral Account is hereinafter referred to as the "absence of manifest error.

Valuation of Collateral. (a) The Valuation Agent shall determine on the first Wednesday of each month (or if such day is not a Business Day, the following Business Day) (the date of such valuation being a "Valuation Date") (i) the amount of the Certificate B (inclusive of principal and exclusive of undistributed Earnings) as of the Valuation Date (the "Certificate Value"), and (ii) by obtaining values from the issuer of the Certificate B and at least one reputable broker of certificates of deposit, the fair market sales value of the Certificate 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 Account Funds in the 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 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 (a "Deficiency Notice"). Notice in accordance with the previous sentence shall be provided by the Valuation Agent in such form as the Valuation Agent deems appropriate in the event that the rating of the provider of the Certificate B is less than "A" (or an equivalent thereto) (a "Rating Notice"). Upon the written request of the Valuation Agent, approved in writing by SELCO, the Pledgee and Bank Hapoalim B.M., San Francisco Branch ("BH"), ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇f frequency of the Valuation Date may be modified from time to time. (b) The Pledgor shall promptly, but in any event within five (5) Business Days after receipt of a Deficiency Notice (facsimile confirmation receipt by the Valuation Agent being deemed receipt of notice by the Pledgor, the Pledgee and the Custodian), wire transfer additional Account Funds in U.S. Dollars to the Collateral Account in an amount equal to or exceeding the Deficiency. The Pledgor's obligation to deposit such Account Funds in the Collateral Account is hereinafter referred to as the "

Valuation of Collateral. (a) The Valuation Agent shall determine on the first Wednesday of each month (or if such day is not a Business Day, the following Business Day) (the date of such valuation being a "Valuation Date") (i) the amount of the Certificate B A (inclusive of principal and exclusive of undistributed Earningsaccreted/compounded interest) as of the Valuation Date (the "Certificate Value"), and (ii) by obtaining values from the issuer of the Certificate B A and at least one reputable broker of certificates of deposit, the fair market sales value of the Certificate B 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 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 Account Funds in the 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 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 (a "Deficiency Notice"). Notice in accordance with the previous sentence shall be provided by the Valuation Agent in such form as the Valuation Agent deems appropriate in the event that the rating of the provider of the Certificate B is less than "A" (or an equivalent thereto) (a "Rating Notice"). Upon the written request of the Valuation Agent, approved in writing by the Pledgee and Bank Hapoalim B.M.SELCO, San Francisco Branch ("BH"), ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇f the frequency of the Valuation Date may be modified from time to time. (b) The Pledgor shall promptly, but in any event within five (5) Business Days after receipt of a Deficiency Notice (facsimile confirmation receipt by the Valuation Agent being deemed receipt of notice by the Pledgor, the Pledgee and the Custodian), wire transfer additional Account Funds in U.S. Dollars to the Collateral Account in an amount equal to or exceeding the Deficiency. The Pledgor's obligation to deposit such Account Funds in the Collateral Account is hereinafter referred to as the "

Valuation of Collateral. (a) The Valuation Agent shall determine on the first Wednesday of each month (or if such day is not a Business Day, the following Business Day) (the date of such valuation being a "Valuation Date") (i) the amount of the Certificate B A (inclusive of principal and exclusive of undistributed Earningsaccreted/compounded interest) as of the Valuation Date (the "Certificate Value"), (ii) by obtaining values from the issuer of the Certificate B A and at least one reputable broker of certificates of deposit, the fair market sales value of the Certificate B 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 B 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 Account Funds in the 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 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 (a "Deficiency Notice"). Notice in accordance with the previous sentence shall be provided by the Valuation Agent in such form as the Valuation Agent deems appropriate in the event that the rating of the provider of the Certificate B A is less than "A" (or an equivalent thereto) (a "Rating Notice"). Upon the written request of the Valuation Agent, approved in writing by the Pledgee and Bank Hapoalim B.M., San Francisco Branch ("BH"), the frequency of the Valua▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇f the Valuation Date may be ▇ modified from time to time. (b) The Pledgor shall promptly, but in any event within five (5) Business Days after receipt of a Deficiency Notice (facsimile confirmation receipt by the Valuation Agent being deemed receipt of notice by the Pledgor, the Pledgee and the Custodian), wire transfer additional Account Funds in U.S. Dollars to the Collateral Account in an amount equal to or exceeding the Deficiency. The Pledgor's obligation to deposit such Account Funds in the Collateral Account is hereinafter referred to as the "