Common use of Valuations Clause in Contracts

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing Member) in accordance with the principles utilized by Associates (or any other Affiliate of the Company that is a general partner of BTOSI – N) in valuing investments of BTOSI – N or, in the case of investments not held by BTOSI – N, in the good faith judgment of the Managing Member, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member in good faith; provided further, that such value may be adjusted by the Managing Member to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all Members; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct partner of a Managing Member of the Company.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by Associates VIII (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NBCP VIII) in valuing investments of BTOSI – N BCP VIII or, in the case of investments not held by BTOSI – NBCP VIII, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a Managing Member General Partner of the CompanyPartnership.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by Associates the Partnership (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NBREDS III) in valuing investments of BTOSI – N BREDS III or, in the case of investments not held by BTOSI – NBREDS III, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a Managing Member of the CompanyGeneral Partner.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by Associates IV (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NBREDS IV) in valuing investments of BTOSI – N BREDS IV or, in the case of investments not held by BTOSI – NBREDS IV, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a Managing Member General Partner of the CompanyPartnership.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by Associates IV (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NBETP IV) in valuing investments of BTOSI – N BETP IV or, in the case of investments not held by BTOSI – N▇▇▇▇ ▇▇, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a Managing Member General Partner of the CompanyPartnership.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by Associates the Partnership (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NBREP Europe V) in valuing investments of BTOSI – N BREP Europe V or, in the case of investments not held by BTOSI – NBREP Europe V, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a Managing Member of the CompanyGeneral Partner.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by Associates V (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NBREDS V) in valuing investments of BTOSI – N BREDS V or, in the case of investments not held by BTOSI – NBREDS V, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a Managing Member General Partner of the CompanyPartnership.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberPartnership) in accordance with the principles utilized by Associates the Partnership (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NBREP Europe IV) in valuing investments of BTOSI – N BREP Europe IV or, in the case of investments not held by BTOSI – NBREP Europe IV, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct partner member of a Managing Member of the CompanyGeneral Partner.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing Member) in accordance with the principles utilized by Associates the Company (or any other Affiliate of the Company that is a general partner of BTOSI – NGNMERB) in valuing investments of BTOSI – N GNMERB or, in the case of investments not held by BTOSI – NGNMERB, in the good faith judgment of the Managing Member, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member in good faith; provided further, that such value may be adjusted by the Managing Member to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all Members; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct partner of a Managing Member of the Company.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by Associates Asia III (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NBREP Asia III) in valuing investments of BTOSI – N BREP Asia III or, in the case of investments not held by BTOSI – NBREP Asia III, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a Managing Member General Partner of the CompanyPartnership.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing Member) in accordance with the principles utilized by Associates II (or any other Affiliate of the Company that is a general partner of BTOSI – NBTO II) in valuing investments of BTOSI – N BTO II or, in the case of investments not held by BTOSI – NBTO II, in the good faith judgment of the Managing Member, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member in good faith; provided further, that such value may be adjusted by the Managing Member to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all Members; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct partner of a Managing Member of the Company.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by Associates the Partnership (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NBREDS II) in valuing investments of BTOSI – N BREDS II or, in the case of investments not held by BTOSI – NBREDS II, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a Managing Member of the CompanyGeneral Partner.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing Member) in accordance with the principles utilized by Associates BMA VII (or any other Affiliate of the Company that is a direct or indirect general partner of BTOSI – NBCP VII) in valuing investments of BTOSI – N BCP VII or, in the case of investments not held by BTOSI – NBCP VII, in the good faith judgment of the Managing Member, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member in good faith; provided further, that such value may be adjusted by the Managing Member to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all Members; provided further, that Members unless otherwise determined by the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct partner of a Managing Member of the Companyin its sole discretion.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by Associates Europe VII (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NBREP Europe VII) in valuing investments of BTOSI – N BREP Europe VII or, in the case of investments not held by BTOSI – NBREP Europe VII, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a Managing Member General Partner of the CompanyPartnership.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by Associates the Partnership (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NBTAS V) in valuing investments of BTOSI – N BTAS V or, in the case of investments not held by BTOSI – NBTAS V, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided provided, further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided provided, further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a Managing Member of the CompanyGeneral Partner.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing Member) in accordance with the principles utilized by Associates BEMA II (or any other Affiliate of the Company that is a direct or indirect general partner of BTOSI – NBEP II) in valuing investments of BTOSI – N BEP II or, in the case of investments not held by BTOSI – NBEP II, in the good faith judgment of the Managing Member, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member in good faith; provided further, that such value may be adjusted by the Managing Member to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all Members; provided further, that Members unless otherwise determined by the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct partner of a Managing Member of the Companyin its sole discretion.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by Associates II (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NBXG II) in valuing investments of BTOSI – N BXG II or, in the case of investments not held by BTOSI – NBXG II, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a Managing Member General Partner of the CompanyPartnership.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by Associates II (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NBCEP II) in valuing investments of BTOSI – N BCEP II or, in the case of investments not held by BTOSI – NBCEP II, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a Managing Member General Partner of the CompanyPartnership.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by Associates Europe VI (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NBREP Europe VI) in valuing investments of BTOSI – N BREP Europe VI or, in the case of investments not held by BTOSI – NBREP Europe VI, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a Managing Member General Partner of the CompanyPartnership.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberDelaware GP) in accordance with the principles utilized by Associates the Partnership (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NGCOF II) in valuing investments of BTOSI – N GCOF II or, in the case of investments not held by BTOSI – NGCOF II, in the good faith judgment of the Managing MemberDelaware GP, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member Delaware GP in good faith; provided further, that such value may be adjusted by the Managing Member Delaware GP to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct partner of a Managing Member Partner of the CompanyPartnership.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by Associates III (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NBTO III) in valuing investments of BTOSI – N BTO III or, in the case of investments not held by BTOSI – NBTO III, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct partner of a Managing Member General Partner of the CompanyPartnership.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by Associates V (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NBXLS V) in valuing investments of BTOSI – N BXLS V or, in the case of investments not held by BTOSI – NBXLS V, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a Managing Member General Partner of the CompanyPartnership.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by Associates Asia II (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NBCP Asia II ) in valuing investments of BTOSI – N BCP Asia II or, in the case of investments not held by BTOSI – NBCP Asia II , in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a Managing Member General Partner of the CompanyPartnership.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by Associates the Partnership (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NBTAS IV) in valuing investments of BTOSI – N BTAS IV or, in the case of investments not held by BTOSI – NBTAS IV, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided provided, further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided provided, further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a Managing Member of the CompanyGeneral Partner.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by Associates the Partnership (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NSP Infrastructure IV) in valuing investments of BTOSI – N SP Infrastructure IV or, in the case of investments not held by BTOSI – NSP Infrastructure IV, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a Managing Member General Partner of the CompanyPartnership.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by Associates IX (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NBCP IX) in valuing investments of BTOSI – N BCP IX or, in the case of investments not held by BTOSI – NBCP IX, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a Managing Member General Partner of the CompanyPartnership.

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by Associates the Clarus IV GP (or any other Affiliate of the Company Partnership that is a general partner of BTOSI – NClarus IV) in valuing investments of BTOSI – N Clarus IV or, in the case of investments not held by BTOSI – NClarus IV, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a Managing Member General Partner of the CompanyPartnership.