Valuation Disputes. (a) If the Borrower in good faith and in writing (a “Dispute Notice”): (1) disputes the Revalued Price of one or more Collateral Obligations following a Value Adjustment Event, as determined by the Calculation Agent as of any Business Day (each, a “Disputed Collateral Obligation”), and set forth in such Dispute Notice a higher valuation proposed by the Investment Manager in respect of such Disputed Collateral Obligation; or (2) disputes the calculation of a Borrowing Base Deficiency and sets forth in such Dispute Notice the calculation proposed by the Investment Manager in respect thereof; in each case within two Business Days of the calculation of such amounts by the Calculation Agent, then for so long as such dispute (each a “Dispute”) is continuing (and provided that no Event of Default occurs or is then continuing), upon the request of the Borrower, the Calculation Agent, the Administrative Agent and the Borrower will work together in good faith to resolve such Dispute; provided that the Borrower may not dispute the Revalued Price of any Collateral Obligation if such Revalued Price is not at least 0.05% lower than the Assigned Price of such Collateral Obligation. (b) Subject to clause (c), while such Dispute with respect to a Revalued Price is pending, such Revalued Price shall be the Revalued Price as determined by the Calculation Agent. (c) The Administrative Agent or the Investment Manager, as applicable, may dispute the Revalued Price of any Disputed Collateral Obligation by any of the foregoing procedures: (1) With respect to any Syndicated Collateral Obligation, the Investment Manager or the Administrative Agent, as applicable, may provide Firm Bids from at least two Approved Broker Dealers for each Disputed Collateral Obligation. For each such Disputed Collateral Obligation, the Revalued Price shall be recalculated to be the average of the Firm Bids. (2) With respect to any Disputed Collateral Obligation that is not a Syndicated Collateral Obligation, the Investment Manager or the Administrative Agent, as applicable, may provide a Firm Bid from at least one Approved Broker Dealer for each Disputed Collateral Obligation. For each such Disputed Collateral Obligation, the Revalued Price shall be such Firm Bid. (d) Nothing in this Section shall relieve the Borrower of its obligations to comply with its obligations under the Margining Agreement based upon (x) the Revalued Prices applicable from time to time as provided hereunder and under the Margining Agreement and (y) all other determinations made by the Calculation Agent hereunder and under any of the other Transaction Documents. (e) The Administrative Agent (for itself and on behalf of the Lenders) agrees that, if: (1) any Dispute continues unresolved for more than seven Business Days; and (2) the relevant Borrower Entity Disposes of the relevant Disputed Collateral Obligation in accordance with the terms and conditions set forth herein and in the other Transaction Documents (and, if (I) any consent of the Administrative Agent or one or more Lenders is required for such removal or transfer and (II) the Investment Manager requests the Administrative Agent or the Lenders to consent to the Disposal of such Disputed Collateral Obligation pursuant to the terms and conditions set forth in Section 8, then the Administrative Agent shall (on behalf of the Lenders) give its consent to such transfer and removal), then the Disposal of such Disputed Collateral Obligation pursuant to clause (2) shall be deemed to resolve such Dispute for purposes hereof as of the date on which the Administrative Agent gives such consent.
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Valuation Disputes. (a) If the Borrower in good faith and in writing (a “Dispute Notice”):
(1) disputes the Revalued Price of one or more Collateral Obligations following a Value Adjustment Event, as determined by the Calculation Agent as of any Business Day (each, a “Disputed Collateral Obligation”), and set forth in such Dispute Notice a higher valuation proposed by the Investment Manager in respect of such Disputed Collateral Obligation; or
(2) disputes the calculation of a Borrowing Base Deficiency and sets forth in such Dispute Notice the calculation proposed by the Investment Manager in respect thereof; in each case within two Business Days of the calculation of such amounts by the Calculation Agent, then for so long as such dispute (each a “Dispute”) is continuing (and provided that no Event of Default occurs or is then continuing), upon the request of the Borrower, the Calculation Agent, the Administrative Agent and the Borrower will work together in good faith to resolve such Dispute; provided that the Borrower may not dispute the Revalued Price of any Collateral Obligation if such Revalued Price is not at least 0.05% lower than the Assigned Price of such Collateral Obligation.
(b) Subject to clause (c), while such Dispute with respect to a Revalued Price is pending, such Revalued Price shall be the Revalued Price as determined by the Calculation Agent.
(c) The Administrative Agent or the Investment Manager, as applicable, may dispute the Revalued Price of any Disputed Collateral Obligation by any of the foregoing procedures:
(1) With respect to any Syndicated Collateral Obligation, the Investment Manager or the Administrative Agent, as applicable, may provide Firm Bids from at least two Approved Broker Dealers for each Disputed Collateral Obligation. For each such Disputed Collateral Obligation, the Revalued Price shall be recalculated to be the average of the Firm Bids.
(2) With respect to any Disputed Collateral Obligation that is not a Syndicated Collateral Obligation, the Investment Manager or the Administrative Agent, as applicable, may provide a Firm Bid from at least one Approved Broker Dealer for each Disputed Collateral Obligation. For each such Disputed Collateral Obligation, the Revalued Price shall be such Firm Bid.
(d) Nothing in this Section shall relieve the Borrower of its obligations to comply with its obligations under the Margining Agreement based upon (x) the Revalued Prices applicable from time to time as provided hereunder and under the Margining Agreement and (y) all other determinations made by the Calculation Agent hereunder and under any of the other Transaction Documents.
(e) The Administrative Agent (for itself and on behalf of the Lenders) agrees that, if:
(1) any Dispute continues unresolved for more than seven Business Days; and
(2) the relevant Borrower Entity Disposes of the relevant Disputed Collateral Obligation in accordance with the terms and conditions set forth herein and in the other Transaction Documents (and, if (I) any consent of the Administrative Agent or one or more Lenders is required for such removal or transfer and (II) the Investment Manager requests the Administrative Agent or the Lenders to consent to the Disposal of such Disputed Collateral Obligation pursuant to the terms and conditions set forth in Section 8, then the Administrative Agent shall (on behalf of the Lenders) give its consent to such transfer and removal), then the Disposal of such Disputed Collateral Obligation pursuant to clause (2) shall be deemed to resolve such Dispute for purposes hereof as of the date on which the Administrative Agent gives such consent.
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Valuation Disputes. (ai) The Borrower has the right to dispute the Lender’s determination of the Market Value of Eligible Pledged Servicing from time to time, as provided in this Section 2.04(b) (any such dispute a “Valuation Dispute”).
(ii) If the Borrower in good faith invokes a Valuation Dispute, then the Borrower must do so within five (5) Business Days after it receives notice of the Lender’s determination of the Market Value of Eligible Pledged Servicing, by (A) presenting to the Lender a Valuation Report (each such evaluation and in writing report to be made at the Borrower’s expense) setting forth the Valuation Agent’s opinion as to the Market Value of Eligible Pledged Servicing (a “Dispute Notice”):
(1) disputes the Revalued Price of one or more Collateral Obligations following a Value Adjustment Event, as determined by the Calculation Agent as of any Business Day (each, a “Disputed Collateral ObligationThird Party Value”), and set forth in such Dispute Notice a higher valuation proposed by (B) paying to the Investment Manager in respect of such Disputed Collateral Obligation; or
(2) disputes the calculation of a Lender any Borrowing Base Deficiency and sets forth in such calculated based upon the Dispute Notice Value established pursuant to Section 2.04(b)(iii). The date on which the calculation proposed by the Investment Manager in respect thereof; in each case within two Business Days Borrower receives notice of the calculation of such amounts by the Calculation Agent, then for so long as such dispute (each a “Dispute”) is continuing (and provided that no Event of Default occurs or is then continuing), upon the request Lender’s determination of the Borrower, Market Value of Eligible Pledged Servicing is the Calculation Agent, the Administrative Agent and “Valuation Date”. The date on which the Borrower will work together in good faith to resolve such Dispute; provided that invokes a Valuation Dispute is the Borrower may not dispute the Revalued Price “Dispute Date”. The Borrower’s invocation of any Collateral Obligation if such Revalued Price is not at least 0.05% lower than the Assigned Price of such Collateral Obligation.
(b) Subject to clause (c), while such a Valuation Dispute with respect to a Revalued Price is pending, such Revalued Price shall be the Revalued Price as determined by the Calculation Agent.
(c) The Administrative Agent or the Investment Manager, as applicable, may dispute the Revalued Price of any Disputed Collateral Obligation by any of the foregoing procedures:
(1) With respect to any Syndicated Collateral Obligation, the Investment Manager or the Administrative Agent, as applicable, may provide Firm Bids from at least two Approved Broker Dealers for each Disputed Collateral Obligation. For each such Disputed Collateral Obligation, the Revalued Price shall be recalculated to be the average of the Firm Bids.
(2) With respect to any Disputed Collateral Obligation that is not a Syndicated Collateral Obligation, the Investment Manager or the Administrative Agent, as applicable, may provide a Firm Bid from at least one Approved Broker Dealer for each Disputed Collateral Obligation. For each such Disputed Collateral Obligation, the Revalued Price shall be such Firm Bid.
(d) Nothing in this Section shall relieve the Borrower of its obligations to comply with its obligations under the Margining Agreement based upon (x) the Revalued Prices applicable from time to time as provided hereunder and under the Margining Agreement and (y) all other determinations made by the Calculation Agent hereunder and under any of the other Transaction Documents.
(e) The Administrative Agent (for itself and on behalf of the Lenders) agrees that, if:
(1) any Dispute continues unresolved for more than seven Business Days; and
(2) the relevant Borrower Entity Disposes of the relevant Disputed Collateral Obligation in accordance with the terms and conditions set forth herein and in the other Transaction Documents (and, if (I) any consent of the Administrative Agent or one or more Lenders is required for such removal or transfer and (II) the Investment Manager requests the Administrative Agent or the Lenders to consent to the Disposal of such Disputed Collateral Obligation pursuant to the terms and conditions set forth in Section 8, then the Administrative Agent shall (on behalf of the Lenders) give its consent to such transfer and removal), then the Disposal of such Disputed Collateral Obligation pursuant to clause (2) shall be deemed to resolve such Dispute for purposes hereof as be: (x) a representation by the Borrower that it has made a good faith determination of a material difference between the Lender’s determination of the date on which Market Value of Eligible Pledged Servicing and the Administrative Agent gives such consentfair market value of Eligible Pledged Servicing; (y) a ratification and reaffirmation by the Borrower of each and every representation, warranty and covenant contained in the Loan Documents; and (z) an agreement that no advances or re-advances of Loan proceeds will be made during the pendency of a Valuation Dispute.
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Samples: Loan and Security Agreement (Caliber Home Loans, Inc.)
Valuation Disputes. (a) If the Borrower in good faith and in writing (a “Dispute Notice”):
(1) disputes the Revalued Price of one or more Collateral Obligations following a Value Adjustment Event, as determined by the Calculation Agent as of any Business Day (each, a “Disputed Collateral Obligation”), and set forth in such Dispute Notice a higher valuation proposed by the Investment Manager in respect of such Disputed Collateral Obligation; or
(2) disputes the calculation of a Borrowing Base Deficiency or Price Buffer Deficiency, and sets set forth in such Dispute Notice the calculation proposed by the Investment Manager in respect thereof; in each case within two Business Days of the calculation of such amounts by the Calculation Agent, then for so long as such dispute (each a “Dispute”) is continuing (and provided that no Event of Default occurs or is then continuing), upon the request of the Borrower, the Calculation Agent, the Administrative Agent and the Borrower will work together in good faith to resolve such Dispute; provided that (i) the Borrower may not dispute the Revalued Asset Current Price of any Collateral Obligation if such Revalued Asset Current Price is not at least 0.05% lower than the Assigned Price of such Collateral ObligationObligation and (ii) on the date of any Dispute Notice, the cumulative aggregate Collateral Obligation Notional Amount of all Disputed Collateral Obligations revalued by the Investment Manager pursuant to clause (c)(3) below since the Closing Date may not exceed 20% of the aggregate Collateral Obligation Notional Amount of the Collateral Obligations on such date.
(b) Subject to clause (c), while such Dispute with respect to a Revalued Price is pending, such Revalued Price shall be the Revalued Price as determined by the Calculation Agent.
(c) The Administrative Agent or the Investment Manager, as applicable, may dispute the Revalued Price of any Disputed Collateral Obligation by any of the foregoing procedures:
(1) With respect to any Syndicated Collateral Obligation, the Investment Manager or the Administrative Agent, as applicable, may provide Firm Bids from at least two Approved Broker Dealers for each Disputed Collateral Obligation. For each such Disputed Collateral Obligation, the Revalued Price shall be recalculated to be the average of the Firm Bids.
(2) With respect to any Disputed Collateral Obligation that is not a Syndicated Collateral Obligation, the Investment Manager or the Administrative Agent, as applicable, may provide a Firm Bid from at least one Approved Broker Dealer for each Disputed Collateral Obligation. For each such Disputed Collateral Obligation, the Revalued Price shall be such Firm Bid.
(3) With respect to any Disputed Collateral Obligation that is not a Syndicated Collateral Obligation:
(A) the Investment Manager may provide a valuation report of an Approved Valuation Firm with respect to such Disputed Collateral Obligation (which shall take into account any applicable Value Adjustment Events) after receipt of written notice from the Administrative Agent of the Revalued Price for such Collateral Obligation; and, effective as of the date of delivery of such valuation report, the Revalued Price shall equal the fair market value provided by such Approved Valuation Firm; provided that (i) such value may not exceed the Assigned Price and (ii) regardless of the date of such report, such valuation must be as of the effective date for the Revalued Price determined by the Calculation Agent (the “Price Determination Date”); and
(B) in the event the Administrative Agent does not agree in good faith with the Revalued Price determined pursuant to the foregoing clause (A), then the Administrative Agent may hire an Approved Valuation Firm (which Approved Valuation Firm, for the avoidance of doubt, shall not be the same Approved Valuation Firm engaged by the Investment Manager pursuant to the foregoing clause (A)) to provide a fair market value for such Disputed Collateral Loan after its receipt of the valuation report pursuant to the foregoing clause (A); and, effective as of the Price Determination Date, the Revalued Price shall equal the average of the fair market values provided by in the valuation reports described in clause (A) and this clause (B); provided that such value may not exceed the Assigned Price.
(d) Nothing in this Section shall relieve the Borrower of its obligations to comply with its obligations under the Margining Agreement based upon (x) the Revalued Prices applicable from time to time as provided hereunder and under the Margining Agreement and (y) all other determinations made by the Calculation Agent hereunder and under any of the other Transaction Documents.
(e) The Administrative Agent (for itself and on behalf of the Lenders) agrees that, if:
(1) any Dispute continues unresolved for more than seven Business Days; and
(2) the relevant Borrower Entity Disposes of the relevant Disputed Collateral Obligation in accordance with the terms and conditions set forth herein and in the other Transaction Documents (and, if (I) any consent of the Administrative Agent or one or more Lenders is required for such removal or transfer and (II) the Investment Manager requests the Administrative Agent or the Lenders to consent to the Disposal of such Disputed Collateral Obligation pursuant to the terms and conditions set forth in Section 8, then the Administrative Agent shall (on behalf of the Lenders) give its consent to such transfer and removal), then the Disposal of such Disputed Collateral Obligation pursuant to clause (2) shall be deemed to resolve such Dispute for purposes hereof as of the date on which the Administrative Agent gives such consent.
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