Common use of VALUATION MODEL Clause in Contracts

VALUATION MODEL. Lender hereby agrees to provide to Borrower a copy of its Valuation Model on or before the Closing Date. In connection with Lender's provision of the Valuation Model to Borrower, Borrower, Guarantor and Lender each expressly acknowledge and agree as follows: (a) Lender shall be entitled, in the case of any manifest error or manifest inaccuracy contained in the Valuation Model, to revise or modify the Valuation Model to correct any such error or inaccuracy and shall, as soon as reasonably practicable, provide to Borrower a copy of such Valuation Model as so revised or modified. Following the provision of such revised or modified Valuation Model to Borrower, all calculations of the Present Value of the Collateral and all related calculations shall be made on all subsequent Calculation Dates in accordance with such Valuation Model as so revised or modified. (b) Borrower and Guarantor hereby acknowledge and agree that the Valuation Model is proprietary to Lender, and that the Valuation Model shall not be used by Borrower or Guarantor, or any of their respective affiliates, subsidiaries, directors, officers, agents or employees, as applicable (collectively, the "AMC GROUP"), for any purpose other than determining the Present Value of the Collateral and making relating calculations in connection therewith, and shall at all times be maintained by each member of the AMC Group as confidential. (c) Borrower and Guarantor further acknowledge and agree that Lender is furnishing the Valuation Model to Borrower solely as an accommodation in connection with the transactions contemplated by this Agreement. Lender makes no representation or warranty (whether express or implied, oral or written) as to the accuracy or completeness, or fitness for a particular use, of the Valuation Model, and assumes no responsibility whatsoever to any member of the AMC Group in connection with any use of such Valuation Model and, consequently, no member of the AMC Group is relying upon Lender or the Valuation Model in such regard. (d) In consideration of Lender's providing the Valuation Model to Borrower, for which Lender is not receiving any compensation, each member of the AMC Group hereby unconditionally and irrevocably releases and discharges Lender and its respective affiliates, directors, officers, agents, employees and representatives from, and agrees to indemnify, hold harmless and reimburse any such party or parties with respect to, any and all actions, liabilities, losses, damages or claims of any kind or nature whatsoever (including, without limitation, reasonable attorney's fees and expenses), as incurred, that may be imposed on or incurred by or asserted against any such party or parties in any way relating to or arising out of Lender's release of such Valuation Model to Borrower.

VALUATION MODEL. Lender hereby agrees to provide to Borrower a copy of its Valuation Model on or before the Closing Date. In connection with Lender's provision of the Valuation Model to Borrower, Borrower, Guarantor and Lender each expressly acknowledge and agree as follows: (a) Lender shall be entitled, in the case of any manifest error or manifest inaccuracy contained in the Valuation Model, to revise or modify the Valuation Model to correct any such error or inaccuracy and shall, as soon as reasonably practicable, provide to Borrower a copy of such Valuation Model as so revised or modified. Following the provision of such revised or modified Valuation Model to Borrower, all calculations of the Present Value of the Collateral and all related calculations shall be made on all subsequent Calculation Dates in accordance with such Valuation Model as so revised or modified. (b) Borrower and Guarantor hereby acknowledge and agree that the Valuation Model is proprietary to Lender, and that the Valuation Model shall not be used by Borrower or Guarantor, or any of their respective affiliates, subsidiaries, directors, officers, agents or employees, as applicable (collectively, the "AMC GROUPGroup"), for any purpose other than determining the Present Value of the Collateral and making relating calculations in connection therewith, and shall at all times be maintained by each member of the AMC Group as confidential. (c) Borrower and Guarantor further acknowledge and agree that Lender is furnishing the Valuation Model to Borrower solely as an accommodation in connection with the transactions contemplated by this Agreement. Lender makes no representation or warranty (whether express or implied, oral or written) as to the accuracy or completeness, or fitness for a particular use, of the Valuation Model, and assumes no responsibility whatsoever to any member of the AMC Group in connection with any use of such Valuation Model and, consequently, no member of the AMC Group is relying upon Lender or the Valuation Model in such regard. (d) In consideration of Lender's providing the Valuation Model to Borrower, for which Lender is not receiving any compensation, each member of the AMC Group hereby unconditionally and irrevocably releases and discharges Lender and its respective affiliates, directors, officers, agents, employees and representatives from, and agrees to indemnify, hold harmless and reimburse any such party or parties with respect to, any and all actions, liabilities, losses, damages or claims of any kind or nature whatsoever (including, without limitation, reasonable attorney's fees and expenses), as incurred, that may be imposed on or incurred by or asserted against any such party or parties in any way relating to or arising out of Lender's release of such Valuation Model to Borrower.

VALUATION MODEL. Lender hereby agrees to provide to Borrower a copy of its Valuation Model on or before the Closing Date. In connection with Lender's provision use of the Valuation Model to BorrowerModel, Borrower, Guarantor and Lender each expressly acknowledge and agree as follows: (a) Lender shall be entitled, in the case of any manifest error or manifest inaccuracy contained in the Valuation Model, to revise or modify the Valuation Model to correct any such error or inaccuracy and shall, as soon as reasonably practicable, provide notice to Borrower a copy of such Valuation Model as so revised error or modifiedinaccuracy. Following the provision revision or modification of such revised or modified Valuation Model to BorrowerModel, all calculations of the Present Value of the Collateral and all related calculations shall be made on all subsequent Calculation Dates in accordance with such Valuation Model as so revised or modified. (b) Borrower and Guarantor hereby acknowledge and agree that the Valuation Model is proprietary to Lender, and that the Valuation Model shall not be used by Borrower or Guarantor, or any of their respective affiliates, subsidiaries, directors, officers, agents or employees, as applicable (collectively, the "AMC GROUPGroup"), for any purpose other than determining the Present Value of the Collateral and making relating calculations in connection therewith, and shall at all times be maintained by each member of the AMC Group as confidential. (c) Borrower and Guarantor further acknowledge and agree that Lender is furnishing the Valuation Model to Borrower solely as an accommodation in connection with the transactions contemplated by this Agreement. Lender makes no representation or warranty (whether express or implied, oral or written) as to the accuracy or completeness, or fitness for a particular use, of the Valuation Model, and assumes no responsibility whatsoever to any member of the AMC Group in connection with any use of such Valuation Model and, consequently, no member of the AMC Group is relying upon Lender or the Valuation Model in such regard. (d) In consideration of Lender's providing creation and use of the Valuation Model to BorrowerModel, for which Lender is not receiving any compensation, each member of the AMC Group hereby unconditionally and irrevocably releases and discharges Lender and its respective affiliates, directors, officers, agents, employees and representatives from, and agrees to indemnify, hold harmless and reimburse any such party or parties with respect to, any and all actions, liabilities, losses, damages or claims of any kind or nature whatsoever (including, without limitation, reasonable attorney's fees and expenses), as incurred, that may be imposed on or incurred by or asserted against any such party or parties in any way relating to or arising out of Lender's release the use of such Valuation Model to BorrowerModel. (b) THE 97-2