Common use of Valuation of Collateral Clause in Contracts

Valuation of Collateral. (a) On or prior to the fifth Business Day after (1) the last Business Day of each calendar month, (2) 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 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 Market Value of all Eligible Collateral which was held in the 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 Day"); and ------------- (ii) prepare a valuation report stating the Market Value of the Eligible Collateral and any cash held in the Restricted Custodial Account as of the close of business on each such Valuation Day ("Valuation Report"). ---------------- (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 Day, upon request of the Agent, the Xxxxxxx 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 case of a 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 ("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 Agent shall be final, conclusive and binding on all parties in the absence of manifest error.

Valuation of Collateral. (a) On or prior to the fifth Business Day after (1) the last Business Day of each calendar month, The Valuation Agent shall determine every two (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 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:date of such valuation being a "Valuation Date") (i) determine the Market Value amount of all Eligible Collateral which was held in the Restricted Custodial Account Certificate A (inclusive of principal and accreted/compounded interest) as of the close of business on such Valuation Date (1the "Certificate Value") last Business Day and (ii) by obtaining values from the issuer of the calendar monthCertificate 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) next Business Day Days after the day on which Collateral is released Valuation Date via (i) overnight mail or (3) Business Day immediately preceding the day on which Collateral is added, as the case may be, (each such day, a "Valuation Day"); hand delivery and ------------- (ii) prepare a valuation report stating the Market Value facsimile transmission, to each of the Eligible 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 any cash held all funds in the Restricted Custodial Collateral Account as of the close of business on each such Valuation Day ("Valuation Report"). ----------------in accordance with Section 6.1. (b) On or prior to the fifth Business Day after each any 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 Day, upon request of the Agent, the Xxxxxxx 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 orDate, in the case 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 a quarter Default described in which Section 6.1 or Default relating thereto shall have occurred and be continuing, the Closing Valuation Agent shall provide written notice of such Excess (the "Excess Notice") within two (2) Business Days after the Valuation Date occurs or in the Commitments have been terminated, showing the lowest Market Value manner described in Section 2.7(a) to each of the Eligible Collateral on a Valuation Day during such calendar quarter during which Pledgor, the Commitments were in effect ("Lowest Quarterly Market ----------------------- Value"), Pledgee and the Market Value of the Eligible Collateral on each such Valuation ----- Day during such calendar quarterCustodian. The Lowest Quarterly Market Value so determined by the Agent Custodian shall be final, conclusive and binding on all parties in directed thereafter to return the absence of manifest errorExcess to the Pledgor.

Valuation of Collateral. (a) On or prior to The Valuation Agent shall determine on the fifth Business Day after (1) the last Business Day first Wednesday of each calendar month, month (2) the next or if such day is not a Business Day after any day on which Collateral is released from the Custodial Account pursuant to Section 3.05 hereof and (3) the Business Day immediately preceding any day on which Collateral is added to the Custodial Account pursuant to Section 3.06 hereofDay, the Pledgor shall cause following Business Day) (the Custodian to, as provided in the Custodial Agreement Acknowledgment:date of such valuation being a "Valuation Date") (i) determine the Market Value amount of all Eligible Collateral which was held in the Restricted Custodial Account Certificate A (inclusive of principal and accreted/compounded interest) as of the close of business on such Valuation Date (1the "Certificate Value"), (ii) last Business Day by obtaining values from the issuer of the calendar monthCertificate A and at least one reputable broker of certificates of deposit, the fair market sales value of the Certificate A if sold as of the Valuation Date 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 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) next Business Day Days after the day on which Collateral is released Valuation Date via (i) overnight mail or (3) Business Day immediately preceding the day on which Collateral is added, as the case may be, (each such day, a "Valuation Day"); hand delivery and ------------- (ii) prepare a valuation report stating the Market Value facsimile transmission, to each of the Eligible Collateral Pledgee, the Custodian and any cash held in the Restricted Custodial Account as of the close of business on each such Valuation Day Pledgor (a "Valuation ReportDeficiency 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 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 Valuaxxxx Xxxx xxx xx modified from time to time. (b) On or prior 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 fifth Business Day after each Valuation Day 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 in subsection 3.04(a)(i)(1), as 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 Day, upon request of the Agent, the Xxxxxxx 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 case of a 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 ("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 Agent shall be final, conclusive and binding on all parties in the absence of manifest error.

Valuation of Collateral. (a) On or prior to The Valuation Agent shall determine on the fifth Business Day after (1) the last Business Day first Wednesday of each calendar month, month (2) the next or if such day is not a Business Day after any day on which Collateral is released from the Custodial Account pursuant to Section 3.05 hereof and (3) the Business Day immediately preceding any day on which Collateral is added to the Custodial Account pursuant to Section 3.06 hereofDay, the Pledgor shall cause following Business Day) (the Custodian to, as provided in the Custodial Agreement Acknowledgment:date of such valuation being a "Valuation Date") (i) determine the Market Value amount of all Eligible Collateral which was held in the Restricted Custodial Account Certificate A (inclusive of principal and accreted/compounded interest) as of the close of business on such Valuation Date (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 Day"); and ------------- (ii) prepare a valuation report stating the Market Value of the Eligible Collateral and any cash held in the Restricted Custodial Account as of the close of business on each such Valuation Day ("Valuation Report"). ---------------- (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 Day, upon request of the Agent, the Xxxxxxx 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 case of a 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 ("Lowest Quarterly Market ----------------------- Certificate Value"), and (ii) by obtaining values from the Market Value issuer of the Eligible Collateral on each Certificate A and at least one reputable broker of certificates of deposit, the fair market sales value of the Certificate A if sold as of the Valuation Date which fair market sales value shall be equal to the higher of the two values received (the "Sales Value"). Each such Valuation ----- Day during such calendar quarter. The Lowest Quarterly Market Value so determined valuation by the Valuation Agent shall be final, conclusive and binding on all parties the Pledgor and the Pledgee, absent manifest error. On any Valuation Date, in the absence 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 manifest errorsuch 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"). Upon the written request of the Valuation Agent, approved in writing by the Pledgee and SELCO, 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) On or prior to The Valuation Agent shall determine on the fifth Business Day after (1) the last Business Day first Wednesday of each calendar month, month (2) the next or if such day is not a Business Day after any day on which Collateral is released from the Custodial Account pursuant to Section 3.05 hereof and (3) the Business Day immediately preceding any day on which Collateral is added to the Custodial Account pursuant to Section 3.06 hereofDay, the Pledgor shall cause following Business Day) (the Custodian to, as provided in the Custodial Agreement Acknowledgment:date of such valuation being a "Valuation Date") (i) determine the Market Value amount of all Eligible Collateral which was held in the Restricted Custodial Account Certificate B (inclusive of principal and exclusive of undistributed Earnings) as of the close of business on such Valuation Date (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 Day"); and ------------- (ii) prepare a valuation report stating the Market Value of the Eligible Collateral and any cash held in the Restricted Custodial Account as of the close of business on each such Valuation Day ("Valuation Report"). ---------------- (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 Day, upon request of the Agent, the Xxxxxxx 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 case of a 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 ("Lowest Quarterly Market ----------------------- Certificate Value"), and (ii) by obtaining values from the Market Value issuer of the Eligible Collateral on each Certificate B and at least one reputable broker of certificates of deposit, the fair market sales value of the Certificate B if sold as of the Valuation Date which fair market sales value shall be equal to the higher of the two values received (the "Sales Value"). Each such Valuation ----- Day during such calendar quarter. The Lowest Quarterly Market Value so determined valuation of Certificate B by the Valuation Agent shall be final, conclusive and binding on all parties the Pledgor and the Pledgee, absent manifest error. On any Valuation Date, in the absence 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 manifest errorsuch 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"). Upon the written request of the Valuation Agent, approved in writing by SELCO, 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) On or prior to The Valuation Agent shall determine on the fifth Business Day after (1) the last Business Day first Wednesday of each calendar month, month (2) the next or if such day is not a Business Day after any day on which Collateral is released from the Custodial Account pursuant to Section 3.05 hereof and (3) the Business Day immediately preceding any day on which Collateral is added to the Custodial Account pursuant to Section 3.06 hereofDay, the Pledgor shall cause following Business Day) (the Custodian to, as provided in the Custodial Agreement Acknowledgment:date of such valuation being a "Valuation Date") (i) determine the Market Value amount of all Eligible Collateral which was held in the Restricted Custodial Account Certificate B (inclusive of principal and exclusive of undistributed Earnings) as of the close of business on such Valuation Date (1the "Certificate Value"), (ii) last Business Day by obtaining values from the issuer of the calendar monthCertificate 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) next Business Day Days after the day on which Collateral is released Valuation Date via (i) overnight mail or (3) Business Day immediately preceding the day on which Collateral is added, as the case may be, (each such day, a "Valuation Day"); hand delivery and ------------- (ii) prepare a valuation report stating the Market Value facsimile transmission, to each of the Eligible Collateral Pledgee, the Custodian and any cash held in the Restricted Custodial Account as of the close of business on each such Valuation Day Pledgor (a "Valuation ReportDeficiency 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"), xxx xxxxxxxxx xf the Valuation Date may be modified from time to time. (b) On or prior 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 fifth Business Day after each Valuation Day 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 in subsection 3.04(a)(i)(1), as 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 Day, upon request of the Agent, the Xxxxxxx 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 case of a 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 ("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 Agent shall be final, conclusive and binding on all parties in the absence of manifest error.

Valuation of Collateral. (a) On or prior to The Valuation Agent shall determine on the fifth Business Day after (1) the last Business Day first Wednesday of each calendar month, month (2) the next or if such day is not a Business Day after any day on which Collateral is released from the Custodial Account pursuant to Section 3.05 hereof and (3) the Business Day immediately preceding any day on which Collateral is added to the Custodial Account pursuant to Section 3.06 hereofDay, the Pledgor shall cause following Business Day) (the Custodian to, as provided in the Custodial Agreement Acknowledgment:date of such valuation being a "Valuation Date") (i) determine the Market Value amount of all Eligible Collateral which was held in the Restricted Custodial Account Certificate B (inclusive of principal and exclusive of undistributed Earnings) as of the close of business on such Valuation Date (1the "Certificate Value"), (ii) last Business Day by obtaining values from the issuer of the calendar monthCertificate B and at least one reputable broker of certificates of deposit, the fair market sales value of the Certificate B if sold as of the Valuation Date 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) next Business Day Days after the day on which Collateral is released Valuation Date via (i) overnight mail or (3) Business Day immediately preceding the day on which Collateral is added, as the case may be, (each such day, a "Valuation Day"); hand delivery and ------------- (ii) prepare a valuation report stating the Market Value facsimile transmission, to each of the Eligible Collateral Pledgee, the Custodian and any cash held in the Restricted Custodial Account as of the close of business on each such Valuation Day Pledgor (a "Valuation ReportDeficiency 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 SELCO Service Corporation ("SELCO"), the frequency of the Valuation Date may be modified from time to time. (b) On or prior 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 fifth Business Day after each Valuation Day 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 in subsection 3.04(a)(i)(1), as 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 Day, upon request of the Agent, the Xxxxxxx 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 case of a 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 ("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 Agent shall be final, conclusive and binding on all parties in the absence of manifest error.