Common use of Collateral Valuation Clause in Contracts

Collateral Valuation. (a) The Discounted Value of the Collateral shall be monitored by, and all calculations of “Discounted Value” or “Borrowing Base” contemplated by the Loan Documents shall be determined by the Collateral Monitoring Agent; provided that, in making any such determination, the Collateral Monitoring Agent shall be entitled (i) to conclusively rely, without any independent investigation or inquiry, on any respective Custodian’s calculations of Market Value which are provided to the Collateral Monitoring Agent in the manner agreed to by the Collateral Monitoring Agent in the applicable Control Agreement or other applicable Collateral Document and (ii) in the case of any Gold Warrant or Clearing Member Customer Gold Warrant, to conclusively rely, without any independent investigation or inquiry, on a description of the amount and characteristics of gold subject to such Gold Warrant or Clearing Member Customer Gold Warrant, as applicable, or other data provided to the Collateral Monitoring Agent by the applicable Custodian. The Collateral Monitoring Agent shall not be liable for any failure or delay by any Custodian to provide such calculations, so long as the Collateral Monitoring Agent has used its commercially reasonable efforts to cause such Custodian to do so, nor shall the Collateral Monitoring Agent be liable for any errors in any Custodian’s calculations. Upon the request of the Collateral Monitoring Agent, the Company shall use commercially reasonable efforts to assist the Collateral Monitoring Agent in obtaining such calculations from the applicable Custodians. If any Custodian fails or is delayed in providing such calculations, the Collateral Monitoring Agent shall provide such calculations; provided that such Custodian has delivered to the Collateral Monitoring Agent a list of the assets and amounts thereof and other data, in each case, required to be delivered under the terms of the relevant Control Agreement or other applicable Collateral Document (upon which the Collateral Monitoring Agent may conclusively rely, without any independent inquiry or investigation). With respect to any asset, if any Custodian fails to deliver, in accordance with the relevant Control Agreement or other applicable Collateral Document, any information deemed reasonably necessary by the Collateral Monitoring Agent for the Collateral Monitoring Agent to calculate the Market Value of such asset, the Collateral Monitoring Agent shall value such asset held by such Custodian at zero (0) for purposes of its calculations. The Administrative Agent and Collateral Agent shall be entitled to conclusively rely, without any independent investigation or inquiry, on any such calculations made by the Collateral Monitoring Agent which are provided (either directly or through the Collateral Agent) to the Administrative Agent.

Collateral Valuation. (a) The Discounted Value of the Collateral shall be monitored by, and all calculations of “Discounted Value” or “Borrowing Base” contemplated by the Loan Documents shall be determined by the Collateral Monitoring Agent; provided that, in making any such determination, the Collateral Monitoring Agent shall be entitled (i) to conclusively rely, without any independent investigation or inquiry, on any respective Custodian’s calculations of Market Value which are provided to the Collateral Monitoring Agent in the manner agreed to by the Collateral Monitoring Agent in the applicable Control Agreement or other applicable Collateral Document and (ii) in the case of any Gold Warrant or Clearing Member Customer Gold WarrantWarrants, to conclusively rely, without any independent investigation or inquiry, on a description of the amount and characteristics of gold subject to such Gold Warrant or Clearing Member Customer Gold Warrant, as applicableWarrants, or other data provided to the Collateral Monitoring Agent by the applicable Custodian. The Collateral Monitoring Agent shall not be liable for any failure or delay by any Custodian to provide such calculations, so long as the Collateral Monitoring Agent has used its commercially reasonable efforts to cause such Custodian to do so, nor shall the Collateral Monitoring Agent be liable for any errors in any Custodian’s calculations. Upon the request of the Collateral Monitoring Agent, the Company shall use commercially reasonable efforts to assist the Collateral Monitoring Agent in obtaining such calculations from the applicable Custodians. If any Custodian fails or is delayed in providing such calculations, the Collateral Monitoring Agent shall provide such calculations; provided that such Custodian has delivered to the Collateral Monitoring Agent a list of the assets and amounts thereof and other data, in each case, required to be delivered under the terms of the relevant Control Agreement or other applicable Collateral Document (upon which the Collateral Monitoring Agent may conclusively rely, without any independent inquiry or investigation). With respect to any asset, if any Custodian fails to deliver, in accordance with the relevant Control Agreement or other applicable Collateral Document, any information deemed reasonably necessary by the Collateral Monitoring Agent for the Collateral Monitoring Agent to calculate the Market Value of such asset, the Collateral Monitoring Agent shall value such asset held by such Custodian at zero (0) for purposes of its calculations. The Administrative Agent and Collateral Agent shall be entitled to conclusively rely, without any independent investigation or inquiry, on any such calculations made by the Collateral Monitoring Agent which are provided (either directly or through the Collateral Agent) to the Administrative Agent.

Collateral Valuation. (a) a. The Discounted Value of the Collateral shall be monitored by, and all calculations of “Discounted Value” or “Borrowing Base” contemplated by the Loan Documents shall be determined by the Collateral Monitoring Agent; provided that, in making any such determination, the Collateral Monitoring Agent shall be entitled (i) to conclusively rely, without any independent investigation or inquiry, on any respective Custodian’s calculations of Market Value which are provided to the Collateral Monitoring Agent in the manner agreed to by the Collateral Monitoring Agent in the applicable Control Agreement or other applicable Collateral Document and (ii) in the case of any Gold Warrant or Clearing Member Customer Gold Warrant, to conclusively rely, without any independent investigation or inquiry, on a description of the amount and characteristics of gold subject to such Gold Warrant or Clearing Member Customer Gold Warrant, as applicable, or other data provided to the Collateral Monitoring Agent by the applicable Custodian. The Collateral Monitoring Agent shall not be liable for any failure or delay by any Custodian to provide such calculations, so long as the Collateral Monitoring Agent has used its commercially reasonable efforts to cause such Custodian to do so, nor shall the Collateral Monitoring Agent be liable for any errors in any Custodian’s calculations. Upon the request of the Collateral Monitoring Agent, the Company shall use commercially reasonable efforts to assist the Collateral Monitoring Agent in obtaining such calculations from the applicable Custodians. If any Custodian fails or is delayed in providing such calculations, the Collateral Monitoring Agent shall provide such calculations; provided that such Custodian has delivered to the Collateral Monitoring Agent a list of the assets and amounts thereof and other data, in each case, required to be delivered under the terms of the relevant Control Agreement or other applicable Collateral Document (upon which the Collateral Monitoring Agent may conclusively rely, without any independent inquiry or investigation). With respect to any asset, if any Custodian fails to deliver, in accordance with the relevant Control Agreement or other applicable Collateral Document, any information deemed reasonably necessary by the 136129539 Collateral Monitoring Agent for the Collateral Monitoring Agent to calculate the Market Value of such asset, the Collateral Monitoring Agent shall value such asset held by such Custodian at zero (0) for purposes of its calculations. The Administrative Agent and Collateral Agent shall be entitled to conclusively rely, without any independent investigation or inquiry, on any such calculations made by the Collateral Monitoring Agent which are provided (either directly or through the Collateral Agent) to the Administrative Agent.

Collateral Valuation. (a) The Discounted Value value of the Collateral shall be monitored by, and all calculations of “Discounted Value” or “Borrowing Base” contemplated by the Loan Documents shall be determined by the (which -------------------- Collateral Monitoring Agent; provided that, in making any such determination, the Collateral Monitoring Agent shall be entitled (i) to conclusively rely, without any independent investigation or inquiry, on any respective Custodian’s calculations of Market Value which are provided to the Collateral Monitoring Agent in the manner agreed to by the Collateral Monitoring Agent in the applicable Control Agreement or other applicable Collateral Document and (ii) in the case of any Gold Warrant or Clearing Member Customer Gold Warrant, to conclusively rely, without any independent investigation or inquiry, on a description of the amount and characteristics of gold subject to such Gold Warrant or Clearing Member Customer Gold Warrant, as applicable, or other data provided to the Collateral Monitoring Agent by the applicable Custodian. The Collateral Monitoring Agent shall not be liable for subject to any failure or delay by any Custodian other Liens securing Indebtedness) of the Guarantor subject to provide such calculations, so long as a first priority security interest in favor of the Collateral Monitoring Agent has used its commercially reasonable efforts to cause such Custodian to do so, nor shall together with the Collateral Monitoring Agent be liable for any errors in any Custodian’s calculations. Upon the request value of the Collateral Monitoring Agent(which Collateral shall not be subject to any other Liens securing Indebtedness) of the Company subject to a first priority security interest in favor of the Agent under the Company Security Agreement (collectively, the "Aggregate Collateral") shall at all times be equal to or greater than the Minimum Amounts. "Minimum Amount" means (A) with respect to Accounts and Inventory (as such terms are defined herein and in the Company Security Agreement), a value totalling at least $250,000,000 and (B) with respect to Equipment (as defined herein and in the Company Security Agreement), a value totalling at least $500,000,000. Pursuant to the Company Security Agreement, the Company shall use commercially reasonable efforts to assist deliver a certificate on the twentieth day following the end of each month setting forth the aggregate value of the Aggregate Collateral Monitoring Agent (as determined by the Company using net book values of the Aggregate Collateral as determined in obtaining such calculations from the applicable Custodians. If any Custodian fails or is delayed in providing such calculations, the Collateral Monitoring Agent shall provide such calculations; provided that such Custodian has delivered to the Collateral Monitoring Agent accordance with GAAP) as well as a list of the assets and amounts thereof and other datacurrent locations of the Inventory. If the values of the Aggregate Collateral set forth in the certificate are not equal to or greater than the Minimum Amounts, in each case, required then the Company shall designate to the Agent (i) additional Financing Statements to be delivered filed (and the locations in which such Financing Statements are to be filed) hereunder and/or under the terms Company Security Agreement to perfect the security interest granted hereunder or (ii) additional collateral of the relevant Control Guarantor to be included hereunder, so that the Minimum Amounts shall be attained and, if necessary, this Agreement shall be amended to accomplish the foregoing. If the Company shall not provide the requisite information needed or other applicable if the Majority Banks determine that the Collateral Document (upon as to which the Collateral Monitoring Agent will become perfected hereunder, or additional collateral is not acceptable, as the case may conclusively relybe, without any independent inquiry or investigation). With respect to any asset, if any Custodian fails to deliver, the Agent (in accordance consultation with the relevant Control Agreement Company and the Banks, as necessary or other applicable Collateral Document, any information deemed reasonably necessary by the Collateral Monitoring Agent for the Collateral Monitoring Agent to calculate the Market Value of such asset, the Collateral Monitoring Agent appropriate) shall value such asset held by such Custodian at zero determine when (0and which filings) for purposes of its calculations. The Administrative Agent and Collateral Agent shall be entitled to conclusively rely, without any independent investigation or inquiry, on any done and what additional collateral shall be designated. All such calculations made filings shall be accomplished within 10 Business Days of receipt of the above certificate such that the Minimum Amounts are attained by the Collateral Monitoring Agent which are provided (either directly or through the Collateral Agent) to the Administrative Agentthat date.

Collateral Valuation. (a) The Discounted Value of the Collateral shall be monitored by, and all calculations of “Discounted Value”, “Borrowing Base”, “Clearing Fund Borrowing Base” or “GFX Borrowing Base” contemplated by the Loan Documents shall be determined by the Collateral Monitoring Agent; provided that, in making any such determination, the Collateral Monitoring Agent shall be entitled (i) to conclusively rely, without any independent investigation or inquiry, on any respective Custodian’s calculations of Market Value which are provided to the Collateral Monitoring Agent in the manner agreed to by the Collateral Monitoring Agent in the applicable Control Agreement or other applicable Collateral Document and (ii) in the case of any Gold Warrant or Clearing Member Customer Gold Warrant, to conclusively rely, without any independent investigation or inquiry, on a description of the amount and characteristics of gold subject to such Gold Warrant or Clearing Member Customer Gold Warrant, as applicable, or other data provided to the Collateral Monitoring Agent by the applicable CustodianDocument. The Collateral Monitoring Agent shall not be liable for any failure or delay by any Custodian to provide such calculations, so long as the Collateral Monitoring Agent has used its commercially reasonable efforts to cause such Custodian to do so, nor shall the Collateral Monitoring Agent be liable for any errors in any Custodian’s calculations. Upon the request of the Collateral Monitoring Agent, the Company shall use commercially reasonable efforts to assist the Collateral Monitoring Agent in obtaining such calculations from the applicable Custodians. If any Custodian fails or is delayed in providing such calculations, the Collateral Monitoring Agent shall provide such calculations; provided that such Custodian has delivered to the Collateral Monitoring Agent a list of the assets and amounts thereof and other data, in each case, required to be delivered under the terms of the relevant Control Agreement or other applicable Collateral Document (upon which the Collateral Monitoring Agent may conclusively rely, without any independent inquiry or investigation). With respect to any asset, if any Custodian fails to deliver, in accordance with the relevant Control Agreement or other applicable Collateral Document, any information deemed reasonably necessary by the Collateral Monitoring Agent for the Collateral Monitoring Agent to calculate the Market Value of such asset, the Collateral Monitoring Agent shall value such asset held by such Custodian at zero (0) for purposes of its calculations. The Administrative Agent and Collateral Agent shall be entitled to conclusively rely, without any independent investigation or inquiry, on any such calculations made by the Collateral Monitoring Agent which are provided (either directly or through the Collateral Agent) to the Administrative Agent.

Collateral Valuation. (a) The Discounted Value value of the Collateral (which -------------------- Collateral shall not be monitored bysubject to any other Liens securing Indebtedness) of the Company subject to a first priority security interest in favor of the Agent together with the value of the Collateral (which Collateral shall not be subject to any other Liens securing Indebtedness) of the Guarantor subject to a first priority security interest in favor of the Agent under the Guarantor Security Agreement (the "Aggregate Collateral") shall at all times be equal to or greater than the Minimum Amounts. "Minimum Amount" means (A) with respect to Accounts and Inventory (as such terms are defined herein and in the Guarantor Security Agreement), a value totalling at least $250,000,000 and all calculations (B) with respect to Equipment (as defined herein and in the Guarantor Security Agreement), a value totalling at least $500,000,000. The Company shall deliver a certificate on the twentieth day following the end of “Discounted Value” or “Borrowing Base” contemplated by each month setting forth the Loan Documents shall be aggregate value of the Aggregate Collateral (as determined by the Collateral Monitoring Agent; provided that, in making any such determination, the Collateral Monitoring Agent shall be entitled (i) to conclusively rely, without any independent investigation or inquiry, on any respective Custodian’s calculations of Market Value which are provided to the Collateral Monitoring Agent in the manner agreed to by the Collateral Monitoring Agent in the applicable Control Agreement or other applicable Collateral Document and (ii) in the case of any Gold Warrant or Clearing Member Customer Gold Warrant, to conclusively rely, without any independent investigation or inquiry, on a description Company using net book values of the amount and characteristics of gold subject to such Gold Warrant or Clearing Member Customer Gold Warrant, Aggregate Collateral as applicable, or other data provided to the Collateral Monitoring Agent by the applicable Custodian. The Collateral Monitoring Agent shall not be liable for any failure or delay by any Custodian to provide such calculations, so long determined in accordance with GAAP) as the Collateral Monitoring Agent has used its commercially reasonable efforts to cause such Custodian to do so, nor shall the Collateral Monitoring Agent be liable for any errors in any Custodian’s calculations. Upon the request of the Collateral Monitoring Agent, the Company shall use commercially reasonable efforts to assist the Collateral Monitoring Agent in obtaining such calculations from the applicable Custodians. If any Custodian fails or is delayed in providing such calculations, the Collateral Monitoring Agent shall provide such calculations; provided that such Custodian has delivered to the Collateral Monitoring Agent well as a list of the assets and amounts thereof and other datacurrent locations of the Inventory. If the values of the Aggregate Collateral set forth in the certificate are not equal to or greater than the Minimum Amounts, in each case, required then the Company shall designate to the Agent (i) additional Financing Statements to be delivered filed (and the locations in which such Financing Statements are to be filed) hereunder and/or under the terms Guarantor Security Agreement to perfect the security interest granted hereunder or (ii) additional collateral of the relevant Control Company to be included hereunder, so that the Minimum Amounts shall be attained and, if necessary, this Agreement shall be amended to accomplish the foregoing. If the Company shall not provide the requisite information needed or other applicable if the Majority Banks determine that the Collateral Document (upon as to which the Collateral Monitoring Agent will become perfected hereunder, or additional collateral, as the case may conclusively relybe, without any independent inquiry or investigation). With respect to any assetis not acceptable, if any Custodian fails to deliver, the Agent (in accordance consultation with the relevant Control Agreement Company and the Banks, as necessary or other applicable Collateral Document, any information deemed reasonably necessary by the Collateral Monitoring Agent for the Collateral Monitoring Agent to calculate the Market Value of such asset, the Collateral Monitoring Agent appropriate) shall value such asset held by such Custodian at zero determine when (0and which) for purposes of its calculations. The Administrative Agent and Collateral Agent filings shall be entitled to conclusively rely, without any independent investigation or inquiry, on any done and what additional collateral shall be designated. All such calculations made filings shall be accomplished within 10 Business Days of receipt of the above certificate such that the Minimum Amounts are attained by the Collateral Monitoring Agent which are provided (either directly or through the Collateral Agent) to the Administrative Agentthat date.