Common use of VALUATION CERTIFICATES Clause in Contracts

VALUATION CERTIFICATES. (i) On the Effective Date, (ii) on the date of any sale or purchase by the Borrower of any Pledged Shares, (iii) on the date of each Credit Event, (iv) on the date the Borrower gives any notice pursuant to Section 8.01(g) or (i) and (v) no later than the fifth Business Day after the end of each calendar month, a certificate in the form of Exhibit I (each, a "Valuation Certificate"). Each Valuation Certificate shall set forth (1) the aggregate amount of the Pledged Shares, (2) the aggregate Value of the Pledged Shares (v) as of the Business Day immediately preceding the Effective Date in the case of the initial Valuation Certificate, (w) as of the Business Day immediately preceding the date of any such sale or purchase of any Pledged Shares, in each case after giving effect to such event, (x) as of the date of any Credit Event, (y) as of the date of the delivery of either notice referred to in clause (iv) of the immediately preceding sentence, and (z) as of the close of business on the last Business Day of each such calendar month in the case of a Valuation Certificate delivered pursuant to clause (v) of the immediately preceding sentence, and (3) the calculations (in reasonable detail) required to establish whether the Borrower was in compliance with Section 9.07 as of each such Determination Date. Each Valuation Certificate shall be certified by the chief financial officer of the Borrower. If the Administrative Agent or the Required Lenders in good faith believes (or believe) that the most recently delivered Valuation Certificate does not accurately reflect the Pledged Shares or the Values thereof (whether at the date as of which the respective Valuation Certificate was prepared or because of changes in the Pledged Shares or the Values thereof after the date of said Valuation Certificate and prior to the date of the delivery by the Borrower of the next Valuation Certificate pursuant to this Section 8.01(j)), then the Administrative Agent or the Required Lenders, as the case may be, may, at its, or their, option, either (x) notify the Borrower of the changes to the Valuation Certificate last delivered which the Administrative Agent or Required Lenders, as the case may be, believe are needed to reflect an accurate schedule of Pledged Shares and the Values thereof or (y) request the Borrower to prepare a new Valuation Certificate as at the date of the respective request, which certificate the Borrower hereby agrees to prepare and submit to the Administrative Agent and the Lenders within two Business Days after receiving such request. For all purposes of this Agreement (including without limitation Sections 4.02(c) and 9.07), from and after any notification pursuant to clause (x) of the immediately preceding sentence, the changes so notified to the Borrower by the Administrative Agent or Required Lenders shall be deemed made to the Valuation Certificate last delivered. In addition to any changes made as contemplated above, if at any time after the delivery of a Valuation Certificate and before the preparation of a new Valuation Certificate, any Dividends are paid with respect to any Pledged Shares (which Dividends are not at such time retained by the Collateral Agent pursuant to the respective Pledge Agreement), then the amount (or value (as determined, to the reasonable satisfaction of the Administrative Agent, by the Board of Directors of the Borrower in good faith) in the case of non-cash Dividends) of such Dividends shall be deducted from the Values as shown in the last delivered Valuation Certificate until such time as a new Valuation Certificate is prepared showing the Value of the Pledged Shares after giving effect to the respective Dividend, PROVIDED that no such deduction shall be required if such Dividend is a payment ordinary cash dividends in respect of any Pledged Shares.

VALUATION CERTIFICATES. (i) On 3.1 For the Effective Datefirst full Quarter after Completion, (ii) on and for each successive Quarter thereafter until this Instrument is terminated, the date Promisor will deliver to the Payee, as soon as reasonably practicable from the start of the Quarter, and in any sale or purchase by the Borrower of any Pledged Shares, (iii) on the date of each Credit Event, (iv) on the date the Borrower gives any notice pursuant to Section 8.01(g) or (i) and (v) event no later more than the fifth Business Day 60 days after the end start of each calendar monththe Quarter, a certificate in which sets out the form of Exhibit I Revised Payable Amount for that Quarter (each, a "Valuation Certificate"). Each . 3.2 If the Payee disagrees with the calculation of the Revised Payable Amount included in the Valuation Certificate (including any disagreement in relation to the Valuation Methodology and its application), the Payee shall set forth notify the Promisor as soon as reasonably practicable following receipt of the Valuation Certificate of its reasonably detailed good faith calculation of the Revised Payable Amount. The Promisor and HWIC shall provide to the Payee all information and documents reasonably required in order to determine the calculation of the Revised Payable Amount. 3.3 If the Promisor and the Payee cannot reach an agreement on the Revised Payable Amount within 10 Business Days following delivery of the Valuation Certificate, the Parties shall jointly appoint one (1) the aggregate amount of the Pledged SharesBig Four Firms (the "Appointed Firm") to determine the Revised Payable Amount (applying the Valuation Methodology) within 20 Business Days of its appointment. The Appointed Firm shall act as expert and not arbitrator and its determination shall (in the absence of manifest error or fraud) be final and binding. The Promisor, HWIC and the Payee each shall provide to the Appointed Firm (2) and the aggregate Value Promisor shall procure that each member of the Pledged Shares (vTarget Group provides to the Appointed Firm) as all information and documents reasonably required in order to determine the calculation of the Business Day immediately preceding Revised Payable Amount. The Appointed Firm shall have the Effective Date authority to allocate its fees between the Promisor and the Payee, and in the case absence of such allocation, the initial Promisor and the Payee shall split the costs equally. 3.4 In a Valuation Certificate, the Revised Payable Amount will be calculated as the amount equal to: (wa) as the amount that results from the following equation (i) the sum of the Business Day immediately preceding Guaranteed Affiliated Asset Values for all Affiliated/Strategic Assets that results from using the Previous Quarter End as the date of calculation, LESS (ii) the actual value of all the Affiliated/Strategic Assets at the time of the Previous Quarter End (using the Valuation Methodology) PLUS the Fixed Amount; LESS (b) any such Distributions (where applicable converted into US$ at the Exchange Rate on the day of receipt of the Distributions) received by the Payee or its Affiliates in respect of all of the Affiliated/Strategic Assets by the Previous Quarter End; PLUS (c) any Costs, provided that if this results in a negative number, the Revised Payable Amount shall be US$0. 3.5 After the completion of a sale or purchase of any Pledged SharesAffiliated/Strategic Asset(s) by the Target Group, in each case the Promisor or HWIC will deliver, as soon as reasonably practicable after giving effect to such event, (x) as of the date of any Credit Event, (y) as of the date of the delivery disposal, a certificate which sets out: (a) the price at which the sale occurred prior to the deduction of either notice referred to in clause (iv) of the immediately preceding sentence, and (z) as of the close of business on the last Business Day of each such calendar month any applicable Taxes but less in the case of a disposal under Clause 6 the amount, if any, by which the price on sale exceeds the Guaranteed Affiliated Asset Value (which shall be separately itemised); (b) the Guaranteed Affiliated Asset Value of the relevant Affiliated/Strategic Asset(s) at the time of the sale; (c) the Guaranteed Affiliated Asset Value of the relevant Affiliated/Strategic Asset as used in the preparation of the most recent Valuation Certificate delivered pursuant to clause (vor if no Valuation Certificate has been issued, as at Completion); and (d) the actual value of the immediately preceding sentencerelevant Affiliated/Strategic Asset(s) as used in the preparation of the most recent Valuation Certificate (or if no Valuation Certificate has been issued, and as at Completion), (3) a " Payment Certificate"). 3.6 For the purpose of performing the calculations (in reasonable detail) required to establish whether the Borrower was this Clause 3, amounts not in compliance with Section 9.07 as of each such Determination Date. Each Valuation Certificate US$ shall be certified by the chief financial officer of the Borrower. If the Administrative Agent or the Required Lenders in good faith believes (or believe) that the most recently delivered Valuation Certificate does not accurately reflect the Pledged Shares or the Values thereof (whether at the date as of which the respective Valuation Certificate was prepared or because of changes in the Pledged Shares or the Values thereof after converted into US$ on the date of said Valuation Certificate such calculation using the Exchange Rate. 3.7 Until this Note terminates, the Promisor will continue to operate the XXX system and will procure that the Payee is given continued access to the ePAM investment ledger on a basis consistent with the access granted to the Target Group prior to the date of the delivery by the Borrower of the next Valuation Certificate pursuant to this Section 8.01(j)), then the Administrative Agent or the Required Lenders, as the case may be, may, at its, or their, option, either (x) notify the Borrower of the changes to the Valuation Certificate last delivered Completion and which the Administrative Agent or Required Lenders, as the case may be, believe are needed Promisor will maintain on a basis consistent with past practice prior to reflect an accurate schedule of Pledged Shares and the Values thereof or (y) request the Borrower to prepare a new Valuation Certificate as at the date of the respective request, which certificate the Borrower hereby agrees to prepare and submit to the Administrative Agent and the Lenders within two Business Days after receiving such request. For all purposes of this Agreement (including without limitation Sections 4.02(c) and 9.07), from and after any notification pursuant to clause (x) of the immediately preceding sentence, the changes so notified to the Borrower by the Administrative Agent or Required Lenders shall be deemed made to the Valuation Certificate last delivered. In addition to any changes made as contemplated above, if at any time after the delivery of a Valuation Certificate and before the preparation of a new Valuation Certificate, any Dividends are paid with respect to any Pledged Shares (which Dividends are not at such time retained by the Collateral Agent pursuant to the respective Pledge Agreement), then the amount (or value (as determined, to the reasonable satisfaction of the Administrative Agent, by the Board of Directors of the Borrower in good faith) in the case of non-cash Dividends) of such Dividends shall be deducted from the Values as shown in the last delivered Valuation Certificate until such time as a new Valuation Certificate is prepared showing the Value of the Pledged Shares after giving effect to the respective Dividend, PROVIDED that no such deduction shall be required if such Dividend is a payment ordinary cash dividends in respect of any Pledged SharesCompletion.

VALUATION CERTIFICATES. (i) On 3.1 For the Effective Datefirst full Quarter after Completion, (ii) on and for each successive Quarter thereafter until this Instrument is terminated, the date Promisor will deliver to the Payee, as soon as reasonably practicable from the start of the Quarter, and in any sale or purchase by the Borrower of any Pledged Shares, (iii) on the date of each Credit Event, (iv) on the date the Borrower gives any notice pursuant to Section 8.01(g) or (i) and (v) event no later more than the fifth Business Day 60 days after the end start of each calendar monththe Quarter, a certificate in which sets out the form of Exhibit I Revised Payable Amount for that Quarter (each, a "Valuation Certificate"). Each . 3.2 If the Payee disagrees with the calculation of the Revised Payable Amount included in the Valuation Certificate (including any disagreement in relation to the Valuation Methodology and its application), the Payee shall set forth notify the Promisor as soon as reasonably practicable following receipt of the Valuation Certificate of its reasonably detailed good faith calculation of the Revised Payable Amount. The Promisor and HWIC shall provide to the Payee all information and documents reasonably required in order to determine the calculation of the Revised Payable Amount. 3.3 If the Promisor and the Payee cannot reach an agreement on the Revised Payable Amount within 10 Business Days following delivery of the Valuation Certificate, the Parties shall jointly appoint one (1) the aggregate amount of the Pledged SharesBig Four Firms (the "Appointed Firm") to determine the Revised Payable Amount (applying the Valuation Methodology) within 20 Business Days of its appointment. The Appointed Firm shall act as expert and not arbitrator and its determination shall (in the absence of manifest error or fraud) be final and binding. The Promisor, HWIC and the Payee each shall provide to the Appointed Firm (2) and the aggregate Value Promisor shall procure that each member of the Pledged Shares (vTarget Group provides to the Appointed Firm) as all information and documents reasonably required in order to determine the calculation of the Business Day immediately preceding Revised Payable Amount. The Appointed Firm shall have the Effective Date authority to allocate its fees between the Promisor and the Payee, and in the case absence of such allocation, the initial Promisor and the Payee shall split the costs equally. 3.4 In a Valuation Certificate, the Revised Payable Amount will be calculated as the amount equal to: (wa) as the amount that results from the following equation (i) the sum of the Business Day immediately preceding Guaranteed Affiliated Asset Values for all Affiliated/Strategic Assets that results from using the Previous Quarter End as the date of calculation, LESS (ii) the actual value of all the Affiliated/Strategic Assets at the time of the Previous Quarter End (using the Valuation Methodology) PLUS the Fixed Amount; LESS (b) any such Distributions (where applicable converted into US$ at the Exchange Rate on the day of receipt of the Distributions) received by the Payee or its Affiliates in respect of all of the Affiliated/Strategic Assets by the Previous Quarter End; PLUS (c) any Costs, provided that if this results in a negative number, the Revised Payable Amount shall be US$0. 3.5 After the completion of a sale or purchase of any Pledged SharesAffiliated/Strategic Asset(s) by the Target Group, in each case the Promisor or HWIC will deliver, as soon as reasonably practicable after giving effect to such event, (x) as of the date of any Credit Event, (y) as of the date of the delivery disposal, a certificate which sets out: (a) the price at which the sale occurred prior to the deduction of either notice referred to in clause (iv) of the immediately preceding sentence, and (z) as of the close of business on the last Business Day of each such calendar month any applicable Taxes but less in the case of a disposal under Clause 6 the amount, if any, by which the price on sale exceeds the Guaranteed Affiliated Asset Value (which shall be separately itemised); (b) the Guaranteed Affiliated Asset Value of the relevant Affiliated/Strategic Asset(s) at the time of the sale; (c) the Guaranteed Affiliated Asset Value of the relevant Affiliated/Strategic Asset as used in the preparation of the most recent Valuation Certificate delivered pursuant to clause (vor if no Valuation Certificate has been issued, as at Completion); and (d) the actual value of the immediately preceding sentencerelevant Affiliated/Strategic Asset(s) as used in the preparation of the most recent Valuation Certificate (or if no Valuation Certificate has been issued, and as at Completion), (3) a "Payment Certificate"). 3.6 For the purpose of performing the calculations (in reasonable detail) required to establish whether the Borrower was this Clause 3, amounts not in compliance with Section 9.07 as of each such Determination Date. Each Valuation Certificate US$ shall be certified by the chief financial officer of the Borrower. If the Administrative Agent or the Required Lenders in good faith believes (or believe) that the most recently delivered Valuation Certificate does not accurately reflect the Pledged Shares or the Values thereof (whether at the date as of which the respective Valuation Certificate was prepared or because of changes in the Pledged Shares or the Values thereof after converted into US$ on the date of said Valuation Certificate such calculation using the Exchange Rate. 3.7 Until this Note terminates, the Promisor will continue to operate the PXX system and will procure that the Payee is given continued access to the ePAM investment ledger on a basis consistent with the access granted to the Target Group prior to the date of the delivery by the Borrower of the next Valuation Certificate pursuant to this Section 8.01(j)), then the Administrative Agent or the Required Lenders, as the case may be, may, at its, or their, option, either (x) notify the Borrower of the changes to the Valuation Certificate last delivered Completion and which the Administrative Agent or Required Lenders, as the case may be, believe are needed Promisor will maintain on a basis consistent with past practice prior to reflect an accurate schedule of Pledged Shares and the Values thereof or (y) request the Borrower to prepare a new Valuation Certificate as at the date of the respective request, which certificate the Borrower hereby agrees to prepare and submit to the Administrative Agent and the Lenders within two Business Days after receiving such request. For all purposes of this Agreement (including without limitation Sections 4.02(c) and 9.07), from and after any notification pursuant to clause (x) of the immediately preceding sentence, the changes so notified to the Borrower by the Administrative Agent or Required Lenders shall be deemed made to the Valuation Certificate last delivered. In addition to any changes made as contemplated above, if at any time after the delivery of a Valuation Certificate and before the preparation of a new Valuation Certificate, any Dividends are paid with respect to any Pledged Shares (which Dividends are not at such time retained by the Collateral Agent pursuant to the respective Pledge Agreement), then the amount (or value (as determined, to the reasonable satisfaction of the Administrative Agent, by the Board of Directors of the Borrower in good faith) in the case of non-cash Dividends) of such Dividends shall be deducted from the Values as shown in the last delivered Valuation Certificate until such time as a new Valuation Certificate is prepared showing the Value of the Pledged Shares after giving effect to the respective Dividend, PROVIDED that no such deduction shall be required if such Dividend is a payment ordinary cash dividends in respect of any Pledged SharesCompletion.

VALUATION CERTIFICATES. (i) On 3.1 For the Effective Datefirst full Quarter after Completion, (ii) on and for each successive Quarter thereafter until this Instrument is terminated, the date Promisor will deliver to the Payee, as soon as reasonably practicable from the start of the Quarter, and in any sale or purchase by the Borrower of any Pledged Shares, (iii) on the date of each Credit Event, (iv) on the date the Borrower gives any notice pursuant to Section 8.01(g) or (i) and (v) event no later more than the fifth Business Day 60 days after the end start of each calendar monththe Quarter, a certificate in which sets out the form of Exhibit I Revised Payable Amount for that Quarter (each, a "Valuation Certificate"). Each . 3.2 If the Payee disagrees with the calculation of the Revised Payable Amount included in the Valuation Certificate (including any disagreement in relation to the Valuation Methodology and its application), the Payee shall set forth notify the Promisor as soon as reasonably practicable following receipt of the Valuation Certificate of its reasonably detailed good faith calculation of the Revised Payable Amount. The Promisor and HWIC shall provide to the Payee all information and documents reasonably required in order to determine the calculation of the Revised Payable Amount. 3.3 If the Promisor and the Payee cannot reach an agreement on the Revised Payable Amount within 10 Business Days following delivery of the Valuation Certificate, the Parties shall jointly appoint one (1) the aggregate amount of the Pledged SharesBig Four Firms (the "Appointed Firm") to determine the Revised Payable Amount (applying the Valuation Methodology) within 20 Business Days of its appointment. The Appointed Firm shall act as expert and not arbitrator and its determination shall (in the absence of manifest error or fraud) be final and binding. The Promisor, HWIC and the Payee each shall provide to the Appointed Firm (2) and the aggregate Value Promisor shall procure that each member of the Pledged Shares (vTarget Group provides to the Appointed Firm) as all information and documents reasonably required in order to determine the calculation of the Business Day immediately preceding Revised Payable Amount. The Appointed Firm shall have the Effective Date authority to allocate its fees between the Promisor and the Payee, and in the case absence of such allocation, the initial Promisor and the Payee shall split the costs equally. 3.4 In a Valuation Certificate, the Revised Payable Amount will be calculated as the amount equal to: (wa) as the amount that results from the following equation (i) the sum of the Business Day immediately preceding Guaranteed Affiliated Asset Values for all Affiliated/Strategic Assets that results from using the Previous Quarter End as the date of calculation, LESS (ii) the actual value of all the Affiliated/Strategic Assets at the time of the Previous Quarter End (using the Valuation Methodology) PLUS the Fixed Amount; LESS (b) any such Distributions (where applicable converted into US$ at the Exchange Rate on the day of receipt of the Distributions) received by the Payee or its Affiliates in respect of all of the Affiliated/Strategic Assets by the Previous Quarter End; PLUS (c) any Costs, provided that if this results in a negative number, the Revised Payable Amount shall be US$0. 3.5 After the completion of a sale or purchase of any Pledged SharesAffiliated/Strategic Asset(s) by the Target Group, in each case the Promisor or HWIC will deliver, as soon as reasonably practicable after giving effect to such event, (x) as of the date of any Credit Event, (y) as of the date of the delivery disposal, a certificate which sets out: (a) the price at which the sale occurred prior to the deduction of either notice referred to in clause (iv) of the immediately preceding sentence, and (z) as of the close of business on the last Business Day of each such calendar month any applicable Taxes but less in the case of a disposal under Clause 6 the amount, if any, by which the price on sale exceeds the Guaranteed Affiliated Asset Value (which shall be separately itemised); (b) the Guaranteed Affiliated Asset Value of the relevant Affiliated/Strategic Asset(s) at the time of the sale; (c) the Guaranteed Affiliated Asset Value of the relevant Affiliated/Strategic Asset as used in the preparation of the most recent Valuation Certificate delivered pursuant to clause (vor if no Valuation Certificate has been issued, as at Completion); and (d) the actual value of the immediately preceding sentencerelevant Affiliated/Strategic Asset(s) as used in the preparation of the most recent Valuation Certificate (or if no Valuation Certificate has been issued, and as at Completion), (3) a " Payment Certificate"). 3.6 For the purpose of performing the calculations (in reasonable detail) required to establish whether the Borrower was this Clause 3, amounts not in compliance with Section 9.07 as of each such Determination Date. Each Valuation Certificate US$ shall be certified by the chief financial officer of the Borrower. If the Administrative Agent or the Required Lenders in good faith believes (or believe) that the most recently delivered Valuation Certificate does not accurately reflect the Pledged Shares or the Values thereof (whether at the date as of which the respective Valuation Certificate was prepared or because of changes in the Pledged Shares or the Values thereof after converted into US$ on the date of said Valuation Certificate such calculation using the Exchange Rate. 3.7 Until this Note terminates, the Promisor will continue to operate the PXX system and will procure that the Payee is given continued access to the ePAM investment ledger on a basis consistent with the access granted to the Target Group prior to the date of the delivery by the Borrower of the next Valuation Certificate pursuant to this Section 8.01(j)), then the Administrative Agent or the Required Lenders, as the case may be, may, at its, or their, option, either (x) notify the Borrower of the changes to the Valuation Certificate last delivered Completion and which the Administrative Agent or Required Lenders, as the case may be, believe are needed Promisor will maintain on a basis consistent with past practice prior to reflect an accurate schedule of Pledged Shares and the Values thereof or (y) request the Borrower to prepare a new Valuation Certificate as at the date of the respective request, which certificate the Borrower hereby agrees to prepare and submit to the Administrative Agent and the Lenders within two Business Days after receiving such request. For all purposes of this Agreement (including without limitation Sections 4.02(c) and 9.07), from and after any notification pursuant to clause (x) of the immediately preceding sentence, the changes so notified to the Borrower by the Administrative Agent or Required Lenders shall be deemed made to the Valuation Certificate last delivered. In addition to any changes made as contemplated above, if at any time after the delivery of a Valuation Certificate and before the preparation of a new Valuation Certificate, any Dividends are paid with respect to any Pledged Shares (which Dividends are not at such time retained by the Collateral Agent pursuant to the respective Pledge Agreement), then the amount (or value (as determined, to the reasonable satisfaction of the Administrative Agent, by the Board of Directors of the Borrower in good faith) in the case of non-cash Dividends) of such Dividends shall be deducted from the Values as shown in the last delivered Valuation Certificate until such time as a new Valuation Certificate is prepared showing the Value of the Pledged Shares after giving effect to the respective Dividend, PROVIDED that no such deduction shall be required if such Dividend is a payment ordinary cash dividends in respect of any Pledged SharesCompletion.