Common use of Appraisals Clause in Contracts

Appraisals. (a) Agent may, in its Permitted Discretion, at any time after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is at any time less than the greater of (x) twenty percent (20%) of the Revolving Loan Cap, and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) a Default or Event of Default has occurred and is continuing, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf of Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the Lenders. The appraisal required to be completed in connection with the Formula Amount Modification Conditions shall be in addition to, and not included in, the number of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(a). (b) In the event the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances.

Appraisals. (a) Within 80 days of the Second Amendment Effective Date (or such later date agreed to by the Administrative Agent mayand the FILO Agent), in its Permitted Discretionthe Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective as of March 31, 2023 (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; provided, that there shall only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the Closing Date and from time to time, engage the services greater of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is at any time less equal to or greater than the greater of (xi) twenty percent (20%) of the Revolving Loan Cap, $214,700,000 and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law20% of the Line Cap for twenty consecutive days); provided, further that, in which case Borrowers and Guarantors calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be responsible made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for reimbursing Agent for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such appraisal undertaken by new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or on behalf frequency of Agent, or (iii) a Default or Inventory appraisals if an Event of Default has occurred and is continuing, in which case Borrowers and Guarantors the Loan Parties shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf the costs and expenses of Agent to the extent Agent in its Permitted Discretion determines any such appraisals are necessary conducted (x) while an Event of Default has occurred and is continuing or appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals (y) at the expense request of the Lenders. The appraisal required to be completed a Loan Party in connection with the Formula Amount Modification Conditions addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be in addition tofor the benefit of the FILO Agent and the FILO Term Loan Lenders, and not included inso long as the FILO Term Loans remain outstanding, the number of appraisals FILO Agent have the right to be provided conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at Borrowers’ and Guarantorsthe Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this Section 4.7(aclause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Base. (b) In At any time that the event FILO Agent reasonably requests after the value date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ and/or Canadian cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties’ InventoryParties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, Receivables and/or Credit Card Receivablesfor purposes of any calculations hereunder or otherwise, as so determined pursuant to such appraisal, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is less than anticipated by Agent or Lenders, such that delivered immediately after the Revolving Advances are in excess delivery of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advancesnew Acceptable IP Appraisal.

Appraisals. (a) Agent may, in its Permitted Discretion, at At any time after that the Closing Date Administrative Agent requests, the Borrower will, and will cause each Subsidiary to, provide the Administrative Agent with appraisals or updates thereof of its Inventory, Equipment and fee-owned real estate from time to timean appraiser selected and engaged by the Administrative Agent, engage the services of an independent appraisal firm or firms of reputable standing, and prepared on a basis reasonably satisfactory to the Administrative Agent, for such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law; provided that, excluding the purpose appraisals of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of BorrowersCollateral constituting Equipment required by Section 4.01(o), unless (i) Undrawn Availability is at any time less than the greater of (x) twenty percent (20%) of the Revolving Loan Cap, and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) a Default or an Event of Default has occurred and is continuing, in which case Borrowers the Loan Parties shall not be responsible for the cost and Guarantors expense of any Equipment or fee-owned real estate appraisals. If no Event of Default has occurred and is continuing, the Administrative Agent may conduct, and the Loan Parties shall be responsible for reimbursing Agent the costs and expenses of, one (1) Inventory appraisal during any twelve (12)-month period, provided, that, notwithstanding the foregoing, (x) the Loan Parties shall not be responsible for all appraisals undertaken by or on behalf the costs and expenses of Agent any such Inventory appraisal conducted while the aggregate amount of Revolving Loans is zero (other than, to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting applicable, the foregoingInventory appraisal required by Section 4.01(o)) (provided, Agent may cause to be undertaken additional appraisals further, that on any date that the aggregate amount of Revolving Loans is greater than zero, the Loan Parties shall, at the request of the Administrative Agent, either (A) reimburse the Administrative Agent for the costs and expenses of any such Inventory appraisal conducted in the ninety (90) day period immediately prior to such date or (B) permit the Administrative Agent to conduct one (1) Inventory appraisal, at the cost and expense of the Lenders. The Loan Parties, during such twelve (12)-month period and the Loan Parties will cause or permit such appraisal required to be completed commenced within ninety (90) days after such date (or such later date as the Administrative Agent may agree in connection with its sole discretion)) and (y) one (1) additional Inventory appraisal may be conducted at any time after Availability falls below the Formula Amount Modification Conditions greater of (i) $30,000,000 and (ii) 15% of the Aggregate Revolving Commitment; provided, however, that during any twelve (12)-month period, the Loan Parties shall not be responsible for the costs and expenses of more than two (2) Inventory appraisals that are commenced while no Event of Default has occurred and is continuing. Additionally, there shall be in addition to, and not included in, no limitation on the number or frequency of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(a). (b) In the event the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card ReceivablesEquipment and fee-owned real estate appraisals conducted while an Event of Default has occurred and is continuing and the Loan Parties shall be responsible for the costs and expenses of any Inventory, as so determined pursuant to such appraisal, Equipment and fee-owned real estate appraisals commenced while an Event of Default has occurred and is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advancescontinuing.

Appraisals. (a) Administrative Agent may, in its Permitted Discretion, at any time may obtain an updated or replacement Acceptable Appraisal for each Borrowing Base Property and Borrower shall reimburse Administrative Agent the costs thereof within thirty (30) days after the Closing Date and from time to time, engage the services receipt by Borrower of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assetsinvoice therefor; provided, howeverthat, subject to Section 7.2.14, Borrower shall only be obligated to reimburse Administrative Agent for the costs of one Acceptable Appraisal per calendar year with respect to each Borrowing Base Property. Borrower shall obtain, at its own expense, (at least once each calendar year) an updated or replacement Acceptable Appraisal for each Property that Borrowers is not a Borrowing Base Property and Guarantors shall deliver same to Administrative Agent within five (5) Business Days after Borrower receives same. Such annual appraisals will be completed by December 31 of each year beginning with calendar year 2009, and shall be responsible effective as of such date for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless determining whether (i) Undrawn Availability is at any time less than the greater of (xa Property complies with Section 7.1.22(a) twenty percent (20%) of the Revolving Loan Cap, and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) Borrower has satisfied the financial covenants set forth in Section 7.2.4. The Required Lenders may instruct Administrative Agent to re-appraise any additional of the Borrowing Base Properties at any time, provided that, subject to Section 7.2.14, Borrower will only be required to pay such appraisal expense once per calendar year for each Borrowing Base Property as provided above. Administrative Agent will provide Borrower with a notice promptly after any appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) a Default or Event of Default has occurred and is continuing, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf of Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the Lenders. The appraisal required to be completed in connection with the Formula Amount Modification Conditions shall be in addition to, and not included in, the number of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(a)deemed an Acceptable Appraisal. (b) In For purposes of determining the event Available Commitment on any date, such calculation shall be based upon the value latest Acceptable Appraisals (for the avoidance of Borrowers’ and/or Canadian Loan Parties’ Inventorydoubt, Receivables and/or Credit Card Receivablesif an appraisal is completed and becomes an Acceptable Appraisal on any Available Commitment calculation date, as so determined pursuant to then such calculation shall incorporate such appraisal, is less than anticipated by Agent or Lenders). (c) For purposes of determining Gross Asset Value as of any date, such that calculation shall be based upon the Revolving Advances are Acceptable Appraisals in excess effect as of such Advances permitted hereunder(i) the Third Amendment Closing Date or (ii) thereafter, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments the last day of the then outstanding Revolving Advances so as to eliminate the excess Advancesmost recently completed Fiscal Quarter.”.

Appraisals. (a) Agent may, in its Permitted Discretion, at any time after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is at any time less than The General Partner shall cause a nationally recognized MAI appraiser with experience in appraising the greater value of real estate having a similar character to and in a similar geographic location as the Investments (xa “Qualified Appraiser”) twenty percent to value (20%A) each Development Investment and Value-Add Investment within the calendar year following the date of Stabilization of each such Development Investment and Value-Add Investment and annually thereafter and (B) each Core Investment within the calendar year following the date of the Revolving Loan Cap, acquisition of each such Core Investment and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24annually thereafter, in which each case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) a Default or Event of Default has occurred and is continuing, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf of Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the LendersPartnership. The General Partner shall direct the appointed Qualified Appraiser to finalize each such appraisal required no later than two (2) weeks prior to be completed the end of the calendar year in connection with which such appraisal is being conducted (the Formula Amount Modification Conditions shall be in addition to“Appraisal Date), and not included into reflect an effective date of such valuation as of December 31 of such calendar year; provided, that the number General Partner shall have no liability with respect to the failure of appraisals such Qualified Appraiser to be provided at Borrowers’ and Guarantors’ expense finalize any such appraisal by the Appraisal Date. The General Partner shall deliver to the BCIMC Limited Partner any appraisal commissioned pursuant to this Section 4.7(a)6.3(e)(i) upon the written request of the BCIMC Limited Partner. (bii) In addition, no more than 180 days prior to the Calculation Date, the General Partner shall value the entire Portfolio (the “Portfolio Appraisal”) by either (A) aggregating the values of the last annual appraisals commissioned pursuant to Section 6.3(e)(i) or (B) commissioning a Qualified Appraiser to value the entire Portfolio (by aggregating the value of each Investment) and, in either case, subject to clause (iii) below, such Portfolio Appraisal shall be binding on the Partnership and the Partners absent manifest error or fraud. The Portfolio Appraisal performed pursuant to this Section 6.3(e)(ii) shall be deemed to have been performed by the “GP Appraiser”. The Portfolio Appraisal shall be used to determine the Appraised Value of the Portfolio (including, without limitation, the Carried Interest Distributions) in accordance with Section 5.3. (iii) Within ten (10) Business Days following the receipt of the Portfolio Appraisal, the BCIMC Limited Partner shall provide written notice (the “Appraisal Notice”) to the General Partner electing to (x) agree to the Portfolio Appraisal or (y) reject the Portfolio Appraisal. In the event the BCIMC Limited Partner rejects the Portfolio Appraisal, the BCIMC Limited Partner shall select, approve and appoint a Qualified Appraiser to value the entire Portfolio (by aggregating the value of Borrowers’ each Investment) as of the effective date of the General Partner’s proposed Portfolio Appraisal (the “LP Appraiser”) within five (5) Business Days following the General Partner’s receipt of the Appraisal Notice (the “LP Appraiser Appointment Period”) by providing notice to the General Partner of such appointment (the “LP Appraiser Notice”). If the BCIMC Limited Partner fails to appoint the LP Appraiser within the LP Appraiser Appointment Period, the Portfolio Appraisal shall be conclusive on the Partners. If both the GP Appraiser and the LP Appraiser are appointed, then the GP Appraiser and the LP Appraiser shall thereafter appoint a third (3rd) Qualified Appraiser (the “Independent Appraiser” and, together with the GP Appraiser and the LP Appraiser, collectively, the “Appraisers”) and give notice thereof to the Partners within ten (10) days following the General Partner’s receipt of the LP Appraiser Notice (the “Independent Appraiser Appointment Period”). If the GP Appraiser and the LP Appraiser fail to appoint the Independent Appraiser within the Independent Appraiser Appointment Period, any Partner (other than the Special Limited Partner) may petition a court of competent jurisdiction to appoint the Independent Appraiser. (iv) Each of the Appraisers shall promptly fix a time for the completion of the Portfolio Appraisal, which shall not be later than thirty (30) days from the appointment of the Independent Appraiser. The Appraisers shall determine the Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal by determining the fair market value of the assets to be appraised (other than cash in Partnership accounts), such being the fairest price estimated in the terms of money which the Partnership could obtain if such assets were sold, for all cash, in the open market allowing a reasonable time to find a purchaser who purchases such assets with knowledge of the business of the Partnership and such assets. If the Appraisers are not able to agree upon a single Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal, each shall render its own Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal. Upon submission of the appraisals setting forth the opinions as to the Portfolio Value, if the highest value submitted by the Appraisers is not more than 105% of the lowest value submitted by the Appraisers, then the average of the values proposed by the Appraisers shall constitute the “Portfolio Value”; provided, that if the highest value submitted by the Appraisers is more than 105% of the lowest value submitted by the Appraisers, then the average of the two appraisals closest in value shall constitute the “Portfolio Value”. (v) If the GP Appraiser, the LP Appraiser and the Independent Appraiser are appointed, the General Partner shall pay for the services of the GP Appraiser, the BCIMC Limited Partner and/or Canadian Loan Parties’ Inventorythe Sell-Down Transferee (if applicable) shall pay for the services of the LP Appraiser and the cost of the services of the Independent Appraiser shall be paid by the Partners pro rata in accordance with their Percentage Interests. The costs of the services of the Partnership’s accountants, Receivables and/or Credit Card Receivablesif applicable, shall be paid by the Partnership. (vi) As used herein, “Appraised Value” of an asset or assets means, as the context so provides, the value of such asset(s) as determined by appraisal. For any Investment which has been acquired by the Partnership but has not yet been appraised by a Qualified Appraiser, the acquisition and development cost paid by the Partnership for the Partnership’s interest in such Investment shall, for all purposes of this Agreement, be deemed to be its value established pursuant to this Section 6.3(e) until such appraisal, time as such Investment is less than anticipated by Agent or Lenders, such that the Revolving Advances are appraised in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advancesaccordance with this Section 6.3.

Appraisals. Such Loan Party will obtain or cause to be obtained updated Appraisals from Approved Appraisers complying with the Appraisal Requirements for each relevant asset owned by such Loan Party, (ai) Agent on each Borrowing Date (solely with respect to each new asset being acquired concurrently with such Borrowing Date), (ii) from time to time as determined by the Manager in accordance with the Management Standard, to ensure that the related Appraisal Value for such asset reflects the reasonable fair value of such asset and is reasonably current (and in any event as of a date within the most recent Appraisal), it being understood that such Appraisal pursuant to this clause (ii) shall not replace such Loan Party’s obligation to provide Appraisals otherwise required by this clause (o), (iii) from time to time as the written request of the Required Lenders and (iv) in respect of the entire Facility Pool, as of each anniversary of the first Asset Acquisition Date (each Appraisal delivered pursuant to this clause (iv), an “Annual Catalogue Appraisal”), delivered to the Lenders within six (6) weeks of each such anniversary and followed by a Variance Report in accordance with the requirements in Section 5.01(r) below; provided, that any Appraisal obtained pursuant to clause (iii) shall be done at the sole cost and expense of such requesting Lenders. The Lead Borrower may, in its Permitted Discretion, at any time after the Closing Date and from time to timesole discretion, engage one or more Approved Appraisers to perform not more than two additional Appraisals, in the services aggregate, within sixty (60) days of an independent appraisal firm or firms the delivery of reputable standingany Annual Catalogue Appraisal and, satisfactory to Agentupon delivery of any such additional Appraisal, for if so elected by the purpose Lead Borrower, the Appraisal Value of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors Facility Pool shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is at any time less than the greater of (x) twenty percent (20%) average of the Revolving Loan Cap, Annual Catalogue Appraisal and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any all such additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) a Default or Event of Default has occurred and is continuing, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf of Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the Lenders. The appraisal required to be completed in connection with the Formula Amount Modification Conditions shall be in addition to, and not included in, the number of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(a)Appraisals. (b) In the event the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances.

Appraisals. (a) On or around to February 28, 2023 (but not later than March 5, 2023), the Loan Parties will provide the Administrative Agent maywith an Acceptable Inventory Appraisal, in its Permitted Discretioneffective as of December 31, 2022 (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the First Amendment Effective Date (for a total of two such Inventory appraisals during the first successive twelve-month period after the First Amendment Effective Date, inclusive of the Initial Post-Closing Appraisal), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the First Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the First Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the Closing Date and from time to time, engage the services greater of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is at any time less equal to or greater than the greater of (xi) twenty percent (20%) of the Revolving Loan Cap, $214,700,000 and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law20% of the Line Cap for twenty consecutive days); provided, further that, (I) in which case Borrowers and Guarantors calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be responsible made without giving effect to the FILO Deficiency Reserve, if any and (II) upon the occurrence and during the continuance of any Audit Exception Period, each of the percentages set forth above shall be increased by two and one-half percentage points. For the avoidance of doubt, for reimbursing Agent for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such appraisal undertaken by new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or on behalf frequency of Agent, or (iii) a Default or Inventory appraisals if an Event of Default has occurred and is continuing, in which case Borrowers and Guarantors the Loan Parties shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf the costs and expenses of Agent to the extent Agent in its Permitted Discretion determines any such appraisals are necessary conducted (x) while an Event of Default has occurred and is continuing or appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals (y) at the expense request of the Lenders. The appraisal required to be completed a Loan Party in connection with the Formula Amount Modification Conditions addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be in addition tofor the benefit of the FILO Agent and the FILO Term Loan Lenders, and not included inso long as the FILO Term Loans remain outstanding, the number of appraisals FILO Agent have the right to be provided conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at Borrowers’ and Guarantorsthe Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this Section 4.7(aclause (a).; provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the First Amendment Effective Date and no more frequently than the greater of (i) (b) In At any time that the event AdministrativeFILO Agent reasonably requests after the value date that is at least 6 months after the First Amendment Effective Date, each Loan Party will provide the AdministrativeFILO Agent with appraisals or updates thereof of its Inventory, from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis reasonably satisfactory to the Administrative AgentAcceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one appraisalAcceptable IP Appraisal during each successive twelvesix-month period after the RestatementFirst Amendment Effective Date (for a total of onetwo such Inventory appraisalIntellectual Property appraisals during each such successive twelve-month period); provided however that additional Inventory appraisalsAcceptable IP Appraisals may be initiated at the Borrowers’ and/or Canadian cost and expense at any time after Availability falls below the greater of (i) $190,000,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $190,000,000 and (ii) 20% of the Line Cap for twenty consecutive days). Additionally, there shall be no limitation on the number or frequency of Inventory appraisalsAcceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties’ InventoryParties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, Receivables and/or Credit Card Receivablesfor purposes of any calculations hereunder or otherwise, as so determined pursuant to such appraisal, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is less than anticipated by Agent or Lenders, such that delivered immediately after the Revolving Advances are in excess delivery of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advancesnew Acceptable IP Appraisal.

Appraisals. (a) At the sole expense of the Borrower, the Borrower shall permit and cooperate with the Administrative Agent mayor professionals (including investment bankers, in its Permitted Discretionconsultants, at any time accountants, lawyers and Approved Appraisers) retained by the Administrative Agent to (i) after the Closing Date, but no more than and no less than one (1) time prior to the Term Loan Maturity Date (without giving effect to any Extension Option) or (ii) within 180 days following the Borrower’s exercise of an Extension Option, obtain an updated Acceptable Appraisal for any Qualified Asset included in the Borrowing Base and any Trophy Asset (to the extent not included in the Borrowing Base), a copy of which Acceptable Appraisal shall be promptly provided to the Borrower; provided that, (i) the Administrative Agent shall provide the Borrower with five (5) days prior written notice of the appraiser to be engaged and (ii) the Administrative Agent may obtain updated appraisals more frequently than as set forth in this clause (a) at the Borrower’s expense upon the occurrence of and during the continuation of an Event of Default. (b) At any time the Administrative Agent has requested to obtain an appraisal pursuant to Section 7.17(a), at the sole expense of the Borrower, the Borrower shall permit and cooperate with the Administrative Agent or professionals (including investment bankers, consultants, accountants, lawyers and Approved Appraisers) retained by the Administrative Agent to obtain an Acceptable Portfolio Appraisal for all Qualified Assets included in the Borrowing Base, a copy of which Acceptable Portfolio Appraisal shall be promptly provided to the Borrower; provided that, the Administrative Agent shall provide the Borrower with five (5) days prior written notice of the appraiser to be engaged. (c) Upon obtaining an Acceptable Appraisal or Acceptable Portfolio Appraisal in connection with clauses (a) or (b) above, the Borrower shall within five (5) Business Days of receipt by it of a copy of such Acceptable Appraisal or Acceptable Portfolio Appraisal deliver to the Administrative Agent (or such later date as agreed to by the Administrative Agent in its sole discretion): (i) an interim Borrowing Base Certificate duly executed by an Authorized Officer of the Borrower setting forth the calculation of the Borrowing Base after giving effect to any change in the Appraised Value of any Qualified Asset included in the Borrowing Base contained in such Acceptable Appraisal or Acceptable Portfolio Appraisal and (ii) a Financial Covenant Calculation Certificate setting forth the calculation of each of the financial covenants set forth in Section 8.8 after giving effect to any change in the Appraised Value of any Qualified Asset or any Trophy Asset (to the extent such Trophy Asset is not a Qualified Asset) contained in such Acceptable Appraisal. (d) At any time, from time to time, engage at the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is at any time less than the greater of (x) twenty percent (20%) sole expense of the Revolving Loan CapBorrower, the Borrower may request that the Administrative Agent have an updated Acceptable Appraisal prepared by an Approved Appraiser for any Qualified Asset included in the Borrowing Base and any Trophy Asset (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) a Default or Event of Default has occurred and is continuing, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf of Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the Lenders. The appraisal required to be completed in connection with the Formula Amount Modification Conditions shall be in addition to, and not included in, in the number of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(aBorrowing Base). (be) In Notwithstanding anything herein to the event contrary, to the value extent required as a result of Borrowers’ and/or Canadian Loan Parties’ Inventoryany Change in Law affecting the Lenders generally, Receivables and/or Credit Card Receivablesat the sole expense of the Borrower, as so determined pursuant to such appraisal, is less than anticipated by the Borrower shall permit and cooperate with the Administrative Agent or Lendersprofessionals (including investment bankers, such that consultants, accountants, lawyers and Approved Appraisers) retained by the Revolving Advances are Administrative Agent to obtain an updated Acceptable Appraisal for any Qualified Asset included in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as Borrowing Base and any Trophy Asset (to eliminate the excess Advancesextent not included in the Borrowing Base).

Appraisals. (a) Prior to classifying any Project as an Eligible Project, the Agent maywill cause, at Borrower's expense, an Appraisal to be made of such Project for use in determining the Appraised Value thereof. From time to time an Eligible Project may be reappraised, at Borrower's option and expense, upon notice by Borrower to Agent of its exercise of its option to reappraise a Project, in its Permitted Discretionwhich event Agent shall cause such Appraisal or Appraisals to be made. Agent shall disclose the results of such Appraisal to Borrower after acceptance of such Appraisal by Agent. (b) In addition, no later than June 28, 1998, upon five (5) Business Days prior written notice to Borrower, Agent shall, at Borrower's expense, cause an Appraisal of all of the Eligible Projects to be performed, to redetermine the Appraised Value thereof. (c) In addition, at any time after and from time to time (but no more often than once per year as to each Eligible Project), upon five (5) Business Days prior written notice to Borrower, Agent may, at Lenders' expense, cause an Appraisal of any or all Eligible Projects to be prepared, to redetermine the Closing Date Appraised Value thereof. (d) In addition, at any time and from time to time, engage upon five (5) Business Days prior written notice to Borrower, Agent may, at Borrower's expense, redetermine the services Appraised Value of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless any Eligible Project if (i) Undrawn Availability in Agent's reasonable judgment a material adverse change has occurred with respect to such Eligible Project, including without limitation, an anchor or tenant under a Major Lease in an Eligible Project closes or vacates its premises and no commercially reasonably replacement is at any time less than the greater of (x) twenty percent (20%) of the Revolving Loan Capobtained, and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, or a (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for major casualty or condemnation has occurred with respect to such appraisal undertaken by or on behalf of AgentEligible Project, or (iii) a Default or Event of Default has occurred and is continuing, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf of Agent to the extent Agent in its Permitted Discretion determines such appraisals are reasonably necessary or appropriate. Without limiting the foregoing, Agent may cause advisable in order to be undertaken additional appraisals at the expense of the Lenders. The appraisal required comply with Legal Requirements applicable to be completed in connection with the Formula Amount Modification Conditions shall be in addition to, and not included in, the number of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(a). (b) In the event the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advancesany Lender.

Appraisals. The Loan Parties will provide to the Administrative Agent from time to time upon the Administrative Agent’s request, at the sole expense of the Loan Parties, appraisals (or updates thereof) of the Inventory and Intellectual Property of the Loan Parties (including, without limitation, with respect to Intellectual Property, a forced liquidation value analysis) from appraisers selected and engaged by the Administrative Agent; provided that the Administrative Agent shall request only two such Inventory appraisals and two such Intellectual Property appraisals in any twelve-month period ending on or before the second anniversary of the Effective Date (excluding the initial appraisals referred to on Schedule 5.25), and one such Inventory appraisal and one such Intellectual Property appraisal in any twelve-month period commencing thereafter, except that (a) Agent may, in its Permitted Discretion, at any time after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors when Availability shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is at any time have been less than the greater of (xi) twenty percent (20%) 25% of the Revolving Loan Cap, Line Cap then in effect and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any additional $31,250,000, the Administrative Agent may request a third Inventory appraisal is required by Applicable Law, and/or a third Intellectual Property appraisal in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by the then-current twelve-month period (if ending on or on behalf before the second anniversary of Agentthe Effective Date), or a second Inventory appraisal and/or a second Intellectual Property appraisal in the then-current twelve-month period (iiiif commencing thereafter), (b) a Default or if an Event of Default has shall have occurred and is be continuing, in which case Borrowers and Guarantors there shall be responsible for reimbursing Agent for all appraisals undertaken by or no limitation on behalf of Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the Lenders. The appraisal required to be completed in connection with the Formula Amount Modification Conditions shall be in addition to, and not included in, the number of appraisals that the Administrative Agent may request and (c) if the Company or any Restricted Subsidiary shall have consummated any Permitted Acquisition, the Administrative Agent may request a separate appraisal of the inventory and/or intellectual property acquired thereby to the extent the Loan Parties desire to include such inventory or intellectual property in Eligible Finished Goods Inventory or Eligible Intellectual Property, as applicable. For purposes of the foregoing, it is understood that a single appraisal may consist of appraisals of the assets of each Loan Party and may be conducted at multiple sites. Notwithstanding the foregoing, upon reasonable advance notice to the Company, the Administrative Agent may request appraisals in addition to those authorized by the preceding sentences of this Section; provided at Borrowers’ and Guarantors’ that the Loan Parties will not be responsible for the expense of appraisals conducted pursuant to this Section 4.7(a)sentence. (b) In the event the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances.

Appraisals. (a) On no more than one occasion per every consecutive 24 month period following the most recent appraisal date, the Loan Parties will provide the Administrative Agent maywith appraisals or updates thereof of their Inventory from an appraiser selected and engaged by the Administrative Agent (with the time of such engagement determined at the discretion of the Administrative Agent, or as requested by the Required Lenders), and prepared on a basis satisfactory to the Administrative Agent, such appraisals and updates to include information required by applicable law and regulations; provided that (I) the Company shall be permitted to instruct the Administrative Agent to conduct an Inventory appraisal if as of any date the most recently completed appraisal (or the most recently completed update thereof, if applicable) is more than one year old and (II) the Administrative Agent may conduct an Inventory appraisal at the discretion of the Administrative Agent, or shall conduct an Inventory appraisal at the request of the Required Lenders if (a) the date of the most recently completed appraisal (or the most recently completed update thereof, if applicable) is more than one year old and (b) either (i) Loans have been outstanding within the three months preceding such date or (ii) LC Exposure within the three months preceding such date has been greater than $200,000,000 at any time. Notwithstanding the foregoing, in its Permitted Discretion, addition to the Inventory appraisals permitted above at any time after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn when Aggregate Availability is at any time less than the greater of (x) twenty percent (an amount equal to 20%) % of the Revolving Loan Cap, Cap Minimum then in effect and (y) an amount equal to 20% of the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24Loan Cap then in effect, in which case Borrowers and Guarantors one additional Inventory appraisal shall be responsible for reimbursing permitted at the discretion of the Administrative Agent for two (2) appraisals performed during or the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers Required Lenders per calendar year and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) a Default or if an Event of Default has occurred and is continuing, in which case Borrowers and Guarantors there shall be responsible for reimbursing Agent for all no limitation on the number of Inventory appraisals. For purposes of this Section 5.11, it is understood and agreed that a single Inventory appraisal may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All of the foregoing Collateral appraisals undertaken by or on behalf shall be at the sole expense of Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriateLoan Parties. Without limiting Notwithstanding the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the Lenders. The appraisal required to be completed in connection with the Formula Amount Modification Conditions Lenders shall be in addition to, permitted to conduct one additional Inventory appraisal per calendar year at their own cost and not included in, the number of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(a)expense. (b) In With respect to any Subject Real Property included in the event US Borrowing Base, on no more than one occasion per every consecutive 24 month period following the value most recent Satisfactory Real Estate Appraisal in respect of Borrowers’ and/or Canadian such Subject Real Property, the Loan Parties will provide the Administrative Agent with an appraisal thereof from an appraiser selected and engaged by the Administrative Agent (with the time of such engagement determined at the discretion of the Administrative Agent, or as requested by the Required Lenders), which appraisal shall be prepared on a basis reasonably satisfactory to the Administrative Agent and in compliance with the requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989, as may be amended, modified or supplemented from time to time. Such appraisals shall be at the sole expense of the Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments . (c) Within 45 days of the then outstanding Revolving Advances so as to eliminate Third Restatement Date, the excess Advancesappraiser that provided the Closing Appraisal shall provide the Global Headquarters Appraisal Update. The Global Headquarters Appraisal Update shall be at the sole expense of the Loan Parties.

Appraisals. On or around to February 28, 2023 (a) but not later than March 5, 2023Within 80 days of the Second Amendment Effective Date (or such later date agreed to by the Administrative Agent mayand the FILO Agent), in its Permitted Discretionthe Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective as of DecemberMarch 31, 20223 (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the Firstdelivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; provided, that there shall only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (for a total of two such Inventory appraisals during the first successive twelve-month period after the First Amendment Effective Date, inclusive of the Initial Post-Closing Appraisal), such. Such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the FirstSecond Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the FirstSecond Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the Closing Date and from time to time, engage the services greater of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is at any time less equal to or greater than the greater of (xi) twenty percent (20%) of the Revolving Loan Cap, $214,700,000 and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law20% of the Line Cap for twenty consecutive days); provided, further that, (I) in which case Borrowers and Guarantors calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be responsible made without giving effect to the FILO Deficiency Reserve, if any and (II) upon the occurrence and during the continuance of any Audit Exception Period, each of the percentages set forth above shall be increased by two and one-half percentage points. For the avoidance of doubt, for reimbursing Agent for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such appraisal undertaken by new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or on behalf frequency of Agent, or (iii) a Default or Inventory appraisals if an Event of Default has occurred and is continuing, in which case Borrowers and Guarantors the Loan Parties shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf the costs and expenses of Agent to the extent Agent in its Permitted Discretion determines any such appraisals are necessary conducted (x) while an Event of Default has occurred and is continuing or appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals (y) at the expense request of the Lenders. The appraisal required to be completed a Loan Party in connection with the Formula Amount Modification Conditions addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be in addition tofor the benefit of the FILO Agent and the FILO Term Loan Lenders, and not included inso long as the FILO Term Loans remain outstanding, the number of appraisals FILO Agent have the right to be provided conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at Borrowers’ and Guarantorsthe Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this Section 4.7(aclause (a). ; provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (b6) months after the FirstInitial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the FirstSecond Amendment Effective Date (no more than one during each successive six-month period after the First Amendment Effective Date); and (ii) the maximum number permitted by this clause (a). In the event the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal, is less than anticipated by Agent or Lenders, appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such that appraisal to the calculation of the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of Borrowing Base and the then outstanding Revolving Advances so as to eliminate the excess AdvancesFILO Borrowing Base.

Appraisals. On no more than one occasion per every consecutive 24 month period following the most recent appraisal date, the Loan Parties will provide the Administrative Agent with appraisals or updates thereof of their Inventory from an appraiser selected and engaged by the Administrative Agent (with the time of such engagement determined at the discretion of the Administrative Agent, or as requested by the Required Lenders), and prepared on a basis satisfactory to the Administrative Agent, such appraisals and updates to include information required by applicable law and regulations; provided that (I) the Company shall be permitted to instruct the Administrative Agent to conduct an Inventory appraisal if as of any date the most recently completed appraisal (or the most recently completed update thereof, if applicable) is more than one year old and (II) the Administrative Agent may conduct an Inventory appraisal at the discretion of the Administrative Agent, or shall conduct an Inventory appraisal at the request of the Required Lenders if (a) Agent maythe date of the most recently completed appraisal (or the most recently completed update thereof, if applicable) is more than one year old and (b) either (i) Loans have been outstanding within the three months preceding such date or (ii) LC Exposure within the three months preceding such date has been greater than $200,000,000 at any time. Notwithstanding the foregoing, in its Permitted Discretion, addition to the Inventory appraisals permitted above at any time after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn when Aggregate Availability is at any time less than the greater of (x) twenty percent (an amount equal to 20%) % of the Revolving Loan Cap, Cap Minimum then in effect and (y) an amount equal to 20% of the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24Loan Cap then in effect, in which case Borrowers and Guarantors one additional Inventory appraisal shall be responsible for reimbursing permitted at the discretion of the Administrative Agent for two (2) appraisals performed during or the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers Required Lenders per calendar year and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) a Default or if an Event of Default has occurred and is continuing, in which case Borrowers and Guarantors there shall be responsible for reimbursing Agent for all no limitation on the number of Inventory appraisals. For purposes of this Section 5.11, it is understood and agreed that a single Inventory appraisal may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All of the foregoing Collateral appraisals undertaken by or on behalf shall be at the sole expense of Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriateLoan Parties. Without limiting Notwithstanding the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the Lenders. The appraisal required to be completed in connection with the Formula Amount Modification Conditions Lenders shall be in addition to, permitted to conduct one additional Inventory appraisal per calendar year at their own cost and not included in, the number of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(a)expense. (b) In the event the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances.

Appraisals. (a) Agent may, in its Permitted DiscretionThe Borrower shall permit the Administrative Agent, at the request of the Required Lenders, to obtain, at the sole expense of the Borrower, Appraisals from an Eligible Appraiser on Appraisal Properties; provided that the Required Lenders shall not be entitled, pursuant to this Section 9.15(a), to obtain (x) an Appraisal on any time particular Appraisal Property more than once in any calendar year, (y) more than three Appraisals on any particular Appraisal Property in the aggregate (plus additional appraisals after the Initial Term Loan Maturity Date as may be agreed among the Borrower and any Extending Lenders) or (z) any Appraisals prior to the date that is eighteen months after the Closing Date and from time to timeDate, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is at any time less than the greater of in each case described in clauses (x) twenty percent (20%) of the Revolving Loan Cap), and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) a Default or z), unless an Event of Default has occurred and is continuing, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf of Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the Lenders. The appraisal required to be completed in connection with the Formula Amount Modification Conditions shall be in addition to, and not included in, the number of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(a). (b) In Furthermore, if a material adverse change in the event market conditions affecting an Appraisal Property has occurred, the value Borrower shall permit the Administrative Agent, at the request of Borrowers’ and/or Canadian Loan Parties’ Inventorythe Required Lenders, Receivables and/or Credit Card Receivablesto obtain, as so determined at the sole expense of the Borrower, an Appraisal from an Eligible Appraiser on such Appraisal Property; provided that the Required Lenders shall not be entitled, pursuant to this Section 9.15(b), to obtain an Appraisal on any such appraisalparticular Appraisal Property more than once in any calendar year unless an Event of Default has occurred and is continuing. (c) The Borrower shall be entitled to review the engagement terms of any Eligible Appraiser and to review any preliminary or final work product prepared by any such Eligible Appraiser in connection with any Appraisal made pursuant to this Section 9.15. (d) In addition to any other Appraisal permitted by this Section 9.15, is less than anticipated by Agent or Lendersthe Borrower may at any time obtain from an Eligible Appraiser, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments Appraisals on any Real Property of the then outstanding Revolving Advances so Borrower and its Subsidiaries, at the Borrower’s sole expense, and any such Appraisal shall be given the same effect and afforded the same treatment as an Appraisal obtained by the Administrative Agent at the request of the Required Lenders pursuant to eliminate the excess AdvancesSection 9.15(a) or (b) above.

Appraisals. (a) Agent may, may in its Permitted DiscretionDiscretion (and shall at the written direction of Required Lenders but only to the extent Borrowers are obligated to reimburse Agent pursuant to the terms of this Section 4.7), at any time after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to AgentApproved Appraiser, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ Credit Parties' assets; provided, howeverthat so long as no Event of Default shall have occurred during a calendar year, that Borrowers and Guarantors Agent shall be responsible for reimbursing Agent for only up to not conduct more than one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is at any time less than the greater of (x) twenty percent (20%) of the Revolving Loan Cap, and Equipment (yincluding Fleet Assets) the sum of $5,000,000 plus twenty percent in such calendar year (20%) of any increase increasing to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed of Equipment (including Fleet Assets) in a calendar year if at any time during such calendar year Undrawn Availability is less than fifteen percent (15.0%) of the subsequent twelve Maximum Loan Amount for five (125) month periodconsecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (ii) any additional appraisal is required by Applicable Law, in which case Borrowers whether or not consummated). Absent the occurrence and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf continuance of Agent, or (iii) a Default or an Event of Default has occurred and is continuingat such time, in which case Agent shall consult with Borrowing Agent as to the identity of any such Approved Appraiser. Borrowers and Guarantors shall be responsible for reimbursing reimburse Agent for all appraisals undertaken the costs, expenses and charges incurred by or on behalf of Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting the foregoingrespect of any appraisal; provided, that so long as no Event of Default shall have occurred during a calendar year, Borrowers shall not be obligated to reimburse Agent may cause to be undertaken additional appraisals at the expense for more than one (1) appraisal of the Lenders. The appraisal required Equipment (including Fleet Assets) in such calendar year (increasing to be completed two (2) appraisals of Equipment (including Fleet Assets) in a calendar year if at any time during such calendar year Undrawn -109- Availability is less than fifteen percent (15.0%) of the Maximum Loan Amount for five (5) consecutive Business Days, except for appraisals conducted in connection with the Formula Amount Modification Conditions shall be in addition to, and a proposed Permitted Acquisition (whether or not included in, the number of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(aconsummated). (b) In the event the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances.

Appraisals. (a) Agent may, in its Permitted Discretion, at At any time after that the Closing Date Administrative Agent requests, the Borrower will, and will cause each Subsidiary to, provide the Administrative Agent with appraisals or updates thereof of its Inventory from time to timean appraiser selected and engaged by the Administrative Agent, engage the services of an independent appraisal firm or firms of reputable standing, and prepared on a basis reasonably satisfactory to the Administrative Agent, for the purpose of appraising the then current values of Borrowers’ such appraisals and Guarantors’ assets; providedupdates to include, howeverwithout limitation, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is at any time less than the greater of (x) twenty percent (20%) of the Revolving Loan Cap, and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is information required by Applicable any applicable Requirement of Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) a Default or . If no Event of Default has occurred and is continuing, in which case Borrowers the Administrative Agent may conduct, and Guarantors the Loan Parties shall be responsible for reimbursing Agent the costs and expenses of, one (1) Inventory appraisal during any twelve (12)-month period, provided, that, notwithstanding the foregoing, (x) the Loan Parties shall not be responsible for all appraisals undertaken by or on behalf the costs and expenses of Agent any such Inventory appraisal conducted while the aggregate amount of Revolving Loans is zero (other than, to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting applicable, the foregoingInventory appraisal required by Section 4.01(o)) (provided, Agent may cause to be undertaken additional appraisals further, that on any date that the aggregate amount of Revolving Loans is greater than zero, the Loan Parties shall, at the request of the Administrative Agent, either (A) reimburse the Administrative Agent for the costs and expenses of any such Inventory appraisal conducted in the ninety (90) day period immediately prior to such date or (B) permit the Administrative Agent to conduct one (1) Inventory appraisal, at the cost and expense of the Lenders. The Loan Parties, during such twelve (12)-month period and the Loan Parties will cause or permit such appraisal required to be completed commenced within ninety (90) days after such date (or such later date as the Administrative Agent may agree in connection with its sole discretion)) and (y) one (1) additional Inventory appraisal may be conducted at any time after Availability falls below the Formula Amount Modification Conditions greater of (i) $30,000,000 and (ii) 15% of the Aggregate Revolving Commitment; provided, however, that during any twelve (12)-month period, the Loan Parties shall not be responsible for the costs and expenses of more than two (2) Inventory appraisals that are commenced while no Event of Default has occurred and is continuing. Additionally, there shall be in addition to, and not included in, no limitation on the number or frequency of Inventory appraisals to conducted while an Event of Default has occurred and is continuing and the Loan Parties shall be provided at Borrowers’ responsible for the costs and Guarantors’ expense pursuant to this Section 4.7(a)expenses of any Inventory appraisals commenced while an Event of Default has occurred and is continuing. (b) In the event the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances.

Appraisals. The Loan Parties will provide to the Administrative Agent from time to time upon the Administrative Agent’s request, appraisals (or updates thereof) of the Inventory of the Loan Parties from appraisers selected and engaged by the Administrative Agent, prepared on a basis consistent in all material respects with the inventory appraisals delivered pursuant to the Existing Credit Agreement (with such adjustments as shall be deemed appropriate to reflect events or changes in circumstances after the dates of such appraisals); provided that the Administrative Agent shall be entitled to request only one such appraisal in any period of 12 consecutive months, except that (a) Agent may, in its Permitted Discretion, at any time after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors when Availability shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is at any time have been less than the greater of (xi) twenty percent (20%) 17.5% of the Revolving Loan Cap, Credit Limit then in effect and (yii) $70,000,000 for three consecutive Business Days, the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Administrative Agent for two (2) appraisals performed may request a second appraisal during the subsequent twelve (12) month such period, (iib) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) a Default or if an Event of Default has shall have occurred and is be continuing, in which case Borrowers and Guarantors there shall be responsible for reimbursing no limitation on the number of appraisals that the Administrative Agent for all appraisals undertaken by may request and (c) if the Company or on behalf any Restricted Subsidiary shall have consummated any Permitted Acquisition, the Administrative Agent may request a separate appraisal of Agent the Inventory acquired thereby to the extent Agent the Loan Parties desire to include such Inventory in its Permitted Discretion determines such appraisals are necessary or appropriateEligible Inventory. Without limiting For purposes of the foregoing, Agent it is understood that a single appraisal may cause to consist of appraisals of the assets of each Loan Party and may be undertaken additional appraisals conducted at multiple sites. The first appraisal requested during any period of 12 consecutive months shall be at the expense of the LendersLoan Parties unless (A) Availability shall have been equal to or greater than 70% of the Credit Limit at all times during the period of 12 consecutive months preceding such request and (B) such appraisal is not requested pursuant to clause (b) or (c) of the proviso in the first sentence of this Section, in which case the Loan Parties shall not be responsible for the expense of such appraisal. The Any appraisal required requested pursuant to be completed the proviso in connection with the Formula Amount Modification Conditions first sentence of this Section shall be at the expense of the Loan Parties, except in the case of clause (a) thereof, if prior to the Administrative Agent’s request for a second appraisal, Availability shall have been greater than or equal to the greater of (x) 17.5% of the Credit Limit then in effect and (y) $70,000,000 for 30 consecutive days, in which case the Loan Parties shall not be responsible for the expense of such second appraisal. Notwithstanding the foregoing, upon reasonable advance notice to the Company, the Administrative Agent may request one appraisal in any calendar year in addition to, and to those authorized by the preceding sentences of this Section; provided that the Loan Parties will not included in, be responsible for the number expense of appraisals to be provided at Borrowers’ and Guarantors’ expense conducted pursuant to this Section 4.7(a)sentence. (b) In the event the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances.

Appraisals. At any time that the Administrative Agent reasonably requests, each Loan Party will provide the Administrative Agent with appraisals or updates thereof of its Inventory, from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. In addition to the Initial Appraisal, the Loan Parties shall be responsible for the costs of expenses of (ai) Agent may, in its Permitted Discretion, one additional appraisal during the initial twelve- month period following the Effective Date (for a total of two such Inventory appraisals during such initial twelve-month period) and (ii) one appraisal during each successive twelve-month period after such initial twelve-month period following the Effective Date (for a total of one such Inventory appraisal during each such successive twelve-month period); provided however that additional Inventory appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the Closing Date and from time to time, engage the services greater of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn $170,000,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is at any time less equal to or greater than the greater of (xi) twenty percent (20%) of the Revolving Loan Cap, $170,000,000 and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law20% of the Line Cap for twenty consecutive days). Additionally, in which case Borrowers and Guarantors there shall be responsible for reimbursing Agent for such appraisal undertaken by no limitation on the number or on behalf frequency of Agent, or (iii) a Default or Inventory appraisals if an Event of Default has occurred and is continuing, in which case Borrowers and Guarantors the Loan Parties shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf the costs and expenses of Agent to the extent Agent in its Permitted Discretion determines any such appraisals are necessary conducted (x) while an Event of Default has occurred and is continuing or appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals (y) at the expense request of the Lenders. The appraisal required to be completed a Loan Party in connection with the Formula Amount Modification Conditions shall be in addition to, and not included in, the number of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(a)a new Loan Party or new Borrowing Base assets hereto. (b) In the event the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances.

Appraisals. (a) Agent may, in its Permitted Discretion, at any time after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is at any time less than The General Partner shall cause a nationally recognized MAI appraiser with experience in appraising the greater value of real estate having a similar character to and in a similar geographic location as the Investments (xa “Qualified Appraiser”) twenty percent to value (20%A) each Development Investment within the calendar year following the date of the Revolving Loan Capcompletion of each such Development Investment and annually thereafter, and (yB) each Value-Add Investment and Core Investment within the sum calendar year following the date of $5,000,000 plus twenty percent (20%) the acquisition of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24each such Value-Add Investment and Core Investment and annually thereafter, in which each case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) a Default or Event of Default has occurred and is continuing, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf of Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the LendersPartnership. Following the date that any Carried Interest Distributions are distributed to the General Partner or the Special Limited Partner, the General Partner shall cause a Qualified Appraiser to value 25% of the entire Portfolio each calendar quarter, such that each Investment is appraised at least one time per calendar year, in each case at the expense of the Partnership. The General Partner shall direct the appointed Qualified Appraiser to finalize each such appraisal required to be completed no later than the last day of the calendar year or calendar quarter, as applicable, in connection with which such appraisal is being conducted (the Formula Amount Modification Conditions shall be in addition to“Appraisal Date”), and not included into reflect an effective date of such valuation as of December 31 of such calendar year or the last day of such applicable calendar quarter, as applicable; provided, that the number General Partner shall have no liability with respect to the failure of appraisals such Qualified Appraiser to be provided at Borrowers’ and Guarantors’ expense finalize any such appraisal by the Appraisal Date. The General Partner shall deliver to the QuadReal Limited Partner any appraisal commissioned pursuant to this Section 4.7(a)6.3(e)(i) upon the written request of the QuadReal Limited Partner. (bii) In addition, no more than 180 days prior to the Calculation Date, the General Partner shall value the entire Portfolio (the “Portfolio Appraisal”) by either (A) aggregating the values of the last annual appraisals commissioned pursuant to Section 6.3(e)(i) or (B) commissioning a Qualified Appraiser to value the entire Portfolio (by aggregating the value of each Investment) and, in either case, subject to clause (iii) below, such Portfolio Appraisal shall be binding on the Partnership and the Partners absent manifest error or fraud. The Portfolio Appraisal performed pursuant to this Section 6.3(e)(ii) shall be deemed to have been performed by the “GP Appraiser”. The Portfolio Appraisal shall be used to determine the Appraised Value of the Portfolio (including, without limitation, the Carried Interest Distributions) in accordance with Section 5.3. (iii) Within ten (10) Business Days following the receipt of the Portfolio Appraisal, the QuadReal Limited Partner shall provide written notice (the “Appraisal Notice”) to the General Partner electing to (x) agree to the Portfolio Appraisal or (y) reject the Portfolio Appraisal. In the event the QuadReal Limited Partner rejects the Portfolio Appraisal, the QuadReal Limited Partner shall select, approve and appoint a Qualified Appraiser to value the entire Portfolio (by aggregating the value of Borrowers’ each Investment) as of the effective date of the General Partner’s proposed Portfolio Appraisal (the “LP Appraiser”) within five (5) Business Days following the General Partner’s receipt of the Appraisal Notice (the “LP Appraiser Appointment Period”) by providing notice to the General Partner of such appointment (the “LP Appraiser Notice”). If the QuadReal Limited Partner fails to appoint the LP Appraiser within the LP Appraiser Appointment Period, the Portfolio Appraisal shall be conclusive on the Partners. If both the GP Appraiser and the LP Appraiser are appointed, then the GP Appraiser and the LP Appraiser shall thereafter appoint a third (3rd) Qualified Appraiser (the “Independent Appraiser” and, together with the GP Appraiser and the LP Appraiser, collectively, the “Appraisers”) and give notice thereof to the Partners within ten (10) days following the General Partner’s receipt of the LP Appraiser Notice (the “Independent Appraiser Appointment Period”). If the GP Appraiser and the LP Appraiser fail to appoint the Independent Appraiser within the Independent Appraiser Appointment Period, any Partner (other than the Special Limited Partner) may petition a court of competent jurisdiction to appoint the Independent Appraiser. (iv) Each of the Appraisers shall promptly fix a time for the completion of the Portfolio Appraisal, which shall not be later than thirty (30) days from the appointment of the Independent Appraiser. The Appraisers shall determine the Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal by determining the fair market value of the assets to be appraised (other than cash in Partnership accounts), such being the fairest price estimated in the terms of money which the Partnership could obtain if such assets were sold, for all cash, in the open market allowing a reasonable time to find a purchaser who purchases such assets with knowledge of the business of the Partnership and such assets. If the Appraisers are not able to agree upon a single Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal, each shall render its own Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal. Upon submission of the appraisals setting forth the opinions as to the Portfolio Value, if the highest value submitted by the Appraisers is not more than 105% of the lowest value submitted by the Appraisers, then the average of the values proposed by the Appraisers shall constitute the “Portfolio Value”; provided, that if the highest value submitted by the Appraisers is more than 105% of the lowest value submitted by the Appraisers, then the average of the two appraisals closest in value shall constitute the “Portfolio Value”. (v) If the GP Appraiser, the LP Appraiser and the Independent Appraiser are appointed, the General Partner shall pay for the services of the GP Appraiser, the QuadReal Limited Partner and/or Canadian Loan Parties’ Inventorythe Sell-Down Transferee (if applicable) shall pay for the services of the LP Appraiser and the cost of the services of the Independent Appraiser shall be paid by the Partners pro rata in accordance with their Percentage Interests. The costs of the services of the Partnership’s accountants, Receivables and/or Credit Card Receivablesif applicable, shall be paid by the Partnership. (vi) As used herein, “Appraised Value” of an asset or assets means, as the context so provides, the value of such asset(s) as determined by appraisal. For any Investment which has been acquired by the Partnership but has not yet been appraised by a Qualified Appraiser, the acquisition and development cost paid by the Partnership for the Partnership’s interest in such Investment shall, for all purposes of this Agreement, be deemed to be its value established pursuant to this Section 6.3(e) until such appraisal, time as such Investment is less than anticipated by Agent or Lenders, such that the Revolving Advances are appraised in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advancesaccordance with this Section 6.3.

Appraisals. (a) Agent may, in its Permitted Discretionsole discretion, exercised in a commercially reasonable manner, at any time after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of US Borrowers’ ' and Guarantors’ Canadian Borrowers' assets; provided, however, that Borrowers . Absent the occurrence and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year continuance of Borrowers, unless (i) Undrawn Availability is at any time less than the greater of (x) twenty percent (20%) of the Revolving Loan Cap, and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) a Default or an Event of Default has occurred and is continuingat such time, in which case Borrowers and Guarantors Agent shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf of Agent consult with US Loan Parties as to the extent Agent in its Permitted Discretion determines identity of any such appraisals are necessary or appropriatefirm. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the Lenders. The appraisal required to be completed in connection with the Formula Amount Modification Conditions shall be in addition to, and not included in, the number of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(a). (b) In the event the value of such Borrowers’ and/or ' domestic and Canadian Loan Parties’ Inventory, Inventory or Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such applicable Advances permitted hereunder, then, promptly upon Agent’s 's demand for same, such Borrowers shall make mandatory prepayments of the then outstanding applicable Revolving Advances so as to eliminate the excess Advances. Not more than one inventory appraisal, each at US-Canada Borrowers' expense, shall be conducted per annum unless a Dominion Period is in effect or it is within 60 days of the end of a Dominion Period, or if an Event of Default or Default has occurred and is continuing. Not more than one field examination, at US-Canada Borrowers' expense, shall be conducted per annum unless (i) a Dominion Period is in effect or it is within 60 days of the end of a Dominion Period, (ii) if US-Canada Undrawn Availability is less than 25% of the US-Canada Formula Amount, or (iii) if an Event of Default or Default has occurred and is continuing; provided if the US-Canada Revolving Facility Usage is Zero Dollars ($0.00) or the US-Canada Undrawn Availability exceeds 75% of the maximum US-Canada Revolving Advance Amount, no inventory appraisals at US-Canada Borrowers' expense shall be required. 15. Amendment of Section 5.33 –

Appraisals. At any time that the Administrative Agent requests (awhich, subject to the immediately following sentence, it shall not be permitted to do more than once per calendar year), the Borrower will provide, or cause to be provided, to the Administrative Agent with appraisals or updates thereof of the Loan Parties’ Inventory, Treating Assets (if the Borrower elects to include such Treating Assets in such appraisal) and Compression Units from an Approved Appraiser, prepared on a basis reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Administrative Agent maymay only request (and the Loan Parties shall only be responsible for the costs and expenses of) one (1) Inventory, Treating Assets (if the Borrower elects to include such Treating Assets in its Permitted Discretionsuch appraisal) and Compression Units appraisal during any 12-month period and one (1) additional Inventory, Treating Assets (if the Borrower elects to include such Treating Assets in such appraisal) and Compression Units appraisal (for a total of two (2) such Inventory, Treating Assets and Compression Units appraisal during any 12-month period) conducted at any time after Availability falls below the Closing Threshold Amount during such 12-month period; provided that, subject to the Permitted Discretion of the Administrative Agent, the Administrative Agent may elect to only request one (1) Inventory, Treating Assets (if the Borrower elects to include such Treating Assets in such appraisal) and Compression Units appraisal during any 24-month period so long as (i) Availability exceeds forty percent (40%) of the Aggregate Revolving Commitments at all times during such 24 month period and (ii) Adjusted Availability exceeds $1,250,000,000 at all times during such 24 month period; provided further, that subject to (x) satisfaction of the conditions set forth in the immediately preceding clauses (i) and (ii) for the period commencing on the Effective Date and from time ending on December 31, 2026 and (y) no Specified Event of Default occurring during such period, no Inventory, Treating Assets and Compression Units appraisal shall be required to timebe delivered on or prior to December 31, engage 2026 hereunder, consistent with prior performance under the services Original Credit Agreement with respect to the delivery of an appraisals on or around the end of the calendar year. Notwithstanding the foregoing, there shall be no limitation on the number or frequency of Inventory, Treating Assets (if the Borrower elects to include such Treating Assets in such appraisal) and Compression Units appraisals conducted by such independent appraisal firm or firms if a Specified Event of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ Default has occurred and Guarantors’ assets; provided, however, that Borrowers is continuing and Guarantors Loan Parties shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year the reasonable costs and expenses of Borrowers, unless (i) Undrawn Availability is at any time less than the greater of (x) twenty percent (20%) of the Revolving Loan Cap, and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) all such appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) conducted while a Default or Specified Event of Default has occurred and is continuing, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf of Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the Lenders. The appraisal required to be completed in connection with the Formula Amount Modification Conditions shall be in addition to, and not included in, the number of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(a). (b) In the event the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances.

Appraisals. (a) Administrative Agent may, in its Permitted Discretion, at any time may obtain an updated or replacement Acceptable Appraisal for each Borrowing Base Property and Borrower shall reimburse Administrative Agent the costs thereof within thirty (30) days after the Closing Date and from time to time, engage the services receipt by Borrower of an independent appraisal firm or firms of reputable standinginvoice therefor; provided that, satisfactory Borrower shall only be obligated to Agent, reimburse Administrative Agent for the purpose costs of appraising one Acceptable Appraisal per calendar year with respect to each Borrowing Base Property except to the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing extent such Acceptable Appraisal is obtained by the Administrative Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is at any time less than the greater of (x) twenty percent (20%) of the Revolving Loan Cap, and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, 7.2.14 or (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) a Default or connection with an Event of Default has occurred and is continuingcaused by a breach of Section 7.2.4 or a monetary Event of Default (in either of which event, in which case Borrowers and Guarantors Borrower shall be responsible for reimbursing reimburse the Administrative Agent for all appraisals undertaken the costs of any Acceptable Appraisal obtained by or on behalf of the Administrative Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the Lenders. The appraisal required to be completed in connection with the Formula Amount Modification Conditions Section 7.2.14 or such Events of Default irrespective of how many Acceptable Appraisals have been obtained for such calendar year). Borrower shall obtain, at its own expense, (at least once each calendar year) an updated or replacement Acceptable Appraisal for each Property that is not a Borrowing Base Property and shall deliver same to Administrative Agent within five (5) Business Days after Borrower receives same. Such annual appraisals will be completed by December 31 of each year beginning with calendar year 2011, and shall be effective as of such date for determining whether (i) a Property complies with Section 7.1.22(a) and (ii) Borrower has satisfied the financial covenants set forth in addition toSection 7.2.4. The Required Lenders may instruct Administrative Agent to re-appraise any of the Borrowing Base Properties at any time, and not included inprovided that, the number of appraisals Borrower will only be required to be pay such appraisal expense as provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(a)above. Administrative Agent will provide Borrower with a notice promptly after any appraisal is deemed an Acceptable Appraisal. (b) In For purposes of determining the event Available Commitment on any date, such calculation shall be based upon the value latest Acceptable Appraisals (for the avoidance of Borrowers’ and/or Canadian Loan Parties’ Inventorydoubt, Receivables and/or Credit Card Receivablesif an appraisal is completed and becomes an Acceptable Appraisal on any Available Commitment calculation date, as so determined pursuant to then such calculation shall incorporate such appraisal, is less than anticipated by Agent or Lenders). (c) For purposes of determining Gross Asset Value as of any date, such that calculation shall be based upon the Revolving Advances are Acceptable Appraisals in excess effect as of such Advances permitted hereunder(i) the Closing Date or (ii) thereafter, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments the last day of the then outstanding Revolving Advances so as to eliminate the excess Advancesmost recently completed Fiscal Quarter.

Appraisals. (a) Agent may, At the Administrative Agent’s reasonable request and in its Permitted Discretion, at any time after theThe Borrower Representative (a) will provide the Closing Date Administrative Agent with appraisals or updates thereof of the Loan Parties’ Inventory and Eligible Real Property from time to timean appraiser selected and engaged by the Administrative Agent, engage the services of an independent appraisal firm or firms of reputable standing, and prepared on a basis satisfactory to the Administrative Agent, for such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law (“Appraisals”) and (b) will permit the purpose Administrative Agent to conduct at the Loan Parties’ premises field examinations of appraising the then current values of Borrowers’ such Loan Party’s assets, liabilities, books and Guarantors’ assetsrecords, including examining and making extracts from its books and records, environmental assessment reports and Phase I or Phase II studies, upon reasonable prior notice and during normal business hours (clause (a) and (b), “Appraisals and “Field Examinations”); provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless provided that: (i) Undrawn Availability is at any time less than the greater of (x) twenty percent (20%) of the Revolving Loan Cap, and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by so long as no Increased Appraisal Trigger or on behalf of Agent, or (iii) a Default or Specified Event of Default has occurred and is continuing, in which case Borrowers any Appraisals and Guarantors Field Examinations shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf of Agent conducted only (x) to the extent the Administrative Agent has deemed such Appraisals and Field Examinations to be necessary and (y) at the Lenders’ expense; (ii) if an Increased Appraisal Trigger has occurred, the Loan Parties shall be required to pay the fees and expenses for one such Appraisal and(x) an Appraisal shall be commenced within thirty (30) days following the first date such Increased Appraisal Trigger has occurred and (y) a Field Examination that is commenced may be conducted at the Administrative Agent’s request in its Permitted Discretion determines during the twelve-month period following the first date such appraisals are necessary or appropriate. Without limiting Increased Appraisal Trigger has occurred;, in each case, at the foregoingLoan Parties’ expense; provided, further, that, notwithstanding anything to contrary herein, no more than one (1) Appraisal and no more than one (1) Field Examination in the aggregate under clauses (i) and (ii) shall be commenced in any twelve-month period; (iii) if a Specified Event of Default occurs, any Appraisals and Field Examinations may be commenced at the Administrative Agent’s request in its Permitted Discretion while such Specified Event of Default is continuing without prior notice from the Administrative Agent and the Loan Parties shall be required to pay the fees and expenses for any such Appraisals and Field Examinations commenced while a Specified Event of Default has occurred and is continuing; and (iv) at any time and at its option, the Borrower Representative may cause to be undertaken request additional appraisals Appraisals and Field Examinations, at the expense of the Lenders. The appraisal required to be completed in connection with the Formula Amount Modification Conditions shall be in addition to, and not included in, the number of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(a). (b) In the event the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances.

Appraisals. (a) The Loan Parties will provide to the Administrative Agent mayfrom time to time upon the Administrative Agent’s request, at the sole expense of the Loan Parties, appraisals (or updates thereof) of the Inventory of the Loan Parties from appraisers selected and engaged by the Administrative Agent, prepared on a basis consistent in its Permitted Discretionall material respects with the inventory appraisals delivered pursuant to the Existing Credit Agreement (with such adjustments as shall be deemed appropriate to reflect events or changes in circumstances after the dates of such appraisals); provided that the Administrative Agent shall be entitled to request only one such appraisal in any calendar year, except that (i) at any time after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors when Availability shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is at any time have been less than the greater of (A) the lesser of (x) twenty percent (20%) % of the total Revolving Loan Cap, and Commitments then in effect or (y) 20% of the sum of Borrowing Base then in effect and (B) $5,000,000 plus twenty percent (20%) of any increase to 95,000,000 for three consecutive Business Days, the Maximum Revolving Advance Amount pursuant to Section 2.24, Administrative Agent may request a second appraisal in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month periodthen-current calendar year, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) a Default or if an Event of Default has shall have occurred and is be continuing, in which case Borrowers and Guarantors there shall be responsible for reimbursing Agent for all appraisals undertaken by or no limitation on behalf of Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the Lenders. The appraisal required to be completed in connection with the Formula Amount Modification Conditions shall be in addition to, and not included in, the number of appraisals that the Administrative Agent may request and (iii) if the Company or any Subsidiary shall have consummated any Permitted Acquisition, the Administrative Agent may request a separate appraisal of the inventory acquired thereby to the extent the Loan Parties desire to include such inventory in Eligible Inventory. For purposes of the foregoing, it is understood that a single appraisal may consist of appraisals of the assets of each Loan Party and may be conducted at multiple sites. Notwithstanding the foregoing, upon reasonable advance notice to the Company, the Administrative Agent may request appraisals in addition to those authorized by the preceding sentences of this Section; provided at Borrowers’ and Guarantors’ that the Loan Parties will not be responsible for the expense of appraisals conducted pursuant to this Section 4.7(a)sentence. (b) In At any time when Availability shall be less than 20% of the event total Revolving Commitments for three consecutive Business Days, the value Loan Parties will provide to the Administrative Agent upon the Administrative Agent’s request, at the sole expense of Borrowers’ and/or Canadian the Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent updated FIRREA Appraisals of one or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments more of the then outstanding Revolving Advances so as to eliminate Eligible Real Properties included in the excess AdvancesBorrowing Base from appraisers selected and engaged by the Administrative Agent; provided that not more than one such updated FIRREA Appraisal may be requested for any single Eligible Real Property in a single calendar year.

Appraisals. Once in each twelve month period (unless the Parent Borrower otherwise requests that additional appraisals of Inventory be conducted in the relevant twelve month period, as provided below), so long as the sum of the Excess Availability plus the Suppressed Availability is not less than 20% of the Revolving Credit Line Cap for 2 consecutive Business Days, or no Specified Event of Default exists, at the request of the Administrative Agent or Collateral Agent, the Loan Parties will permit the Administrative Agent to conduct, and the Administrative Agent shall conduct, one appraisal or update thereof of their Inventory by an appraiser selected and engaged by the Administrative Agent, and prepared on a basis satisfactory to the Administrative Agent, such appraisal or update to include, without limitation, information required by applicable law and regulations; provided, that, (a) Agent may, in its Permitted Discretion, at any time after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is at any time less than the greater of (x) twenty percent (20%) of the Revolving Loan Cap, and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) if a Default or Specified Event of Default has occurred and is continuing, in which case Borrowers and Guarantors there shall be responsible for reimbursing Agent for all appraisals undertaken by or no limitation on behalf the number of Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting the foregoing, that Administrative Agent may cause to be undertaken additional appraisals conduct at the expense of the Lenders. The appraisal required to be completed in connection with the Formula Amount Modification Conditions shall be in addition toBorrowers, and not included in, the number of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(a). (b) In if the event sum of the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, Excess Availability plus the Suppressed Availability is less than anticipated by 20% of the Revolving Credit Line Cap for 2 consecutive Business Days during such twelve month period, upon the request of Administrative Agent or LendersCollateral Agent, the Loan Parties will permit the Administrative Agent to conduct, and Administrative Agent may conduct, 2 appraisals by such appraiser during such twelve month period at the expense of Borrowers, and (c) the Loan Parties will permit such other appraisals as Administrative Agent or Collateral Agent may request at any time at its own expense. In addition to the foregoing, the Parent Borrower may request in writing that the Revolving Advances are Administrative Agent conduct additional appraisals of Inventory from time to time in excess order to effect a change in the Net Recovery Percentage of any of the Eligible Inventory or to evaluate and appraise any Additional Inventory (and such appraisals shall not be considered for purposes of any limitation on appraisals provided for herein). For purposes of this Section 5.14, it is understood and agreed that a single appraisal may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such appraisals shall be commenced upon reasonable notice to the Parent Borrower and performed during normal business hours of the Parent Borrower, and all reasonable out-of-pocket costs of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers appraisals shall make mandatory prepayments be at the sole expense of the then outstanding Revolving Advances so as Parent Borrower, except for appraisals conducted pursuant to eliminate the excess Advancesclause (c) above.

Appraisals. (a) Agent may, in its Permitted Discretion, at At any time after that the Closing Date Administrative Agent requests, the Borrower will, and will cause each Subsidiary to, provide the Administrative Agent with appraisals or updates thereof of its Inventory and Equipment from time to timean appraiser selected and engaged by the Administrative Agent, engage the services of an independent appraisal firm or firms of reputable standing, and prepared on a basis reasonably satisfactory to the Administrative Agent, for such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law; provided that, excluding the purpose appraisals of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of BorrowersCollateral constituting Equipment required by Section 4.03(d)(i), unless (i) Undrawn Availability is at any time less than the greater of (x) twenty percent (20%) of the Revolving Loan Cap, and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) a Default or an Event of Default has occurred and is continuing, in which case Borrowers the Loan Parties shall not be responsible for the cost and Guarantors expense of any Equipment appraisals. If no Event of Default has occurred and is continuing, the Administrative Agent may conduct, and the Loan Parties shall be responsible for reimbursing Agent the costs and expenses of, one (1) Inventory appraisal during any twelve (12)-month period, provided, that, notwithstanding the foregoing, (x) the Loan Parties shall not be responsible for all appraisals undertaken by or on behalf the costs and expenses of Agent any such Inventory appraisal conducted while the aggregate amount of Revolving Loans is zero (other than, to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting applicable, the foregoingInventory appraisal required by Section 4.01(o)) (provided, Agent may cause to be undertaken additional appraisals further, that on any date that the aggregate amount of Revolving Loans is greater than zero, the Loan Parties shall, at the request of the Administrative Agent, either (A) reimburse the Administrative Agent for the costs and expenses of any such Inventory appraisal conducted in the ninety (90) day period immediately prior to such date or (B) permit the Administrative Agent to conduct one (1) Inventory appraisal, at the cost and expense of the Lenders. The Loan Parties, during such twelve (12)-month period and the Loan Parties will cause or permit such appraisal required to be completed commenced within ninety (90) days after such date (or such later date as the Administrative Agent may agree in connection with its sole discretion)) and (y) one (1) additional Inventory appraisal may be conducted at any time after Availability falls below the Formula Amount Modification Conditions greater of (i) $30,000,000 and (ii) 15% of the Aggregate Revolving Commitment; provided, however, that during any twelve (12)-month period, the Loan Parties shall not be responsible for the costs and expenses of more than two (2) Inventory appraisals that are commenced while no Event of Default has occurred and is continuing. Additionally, there shall be in addition to, and not included in, no limitation on the number or frequency of Inventory and Equipment appraisals to conducted while an Event of Default has occurred and is continuing and the Loan Parties shall be provided at Borrowers’ responsible for the costs and Guarantors’ expense pursuant to this Section 4.7(a)expenses of any Inventory and Equipment appraisals commenced while an Event of Default has occurred and is continuing. (b) In the event the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances.

Appraisals. (a) Agent may, in its Permitted Discretion, at any time after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless ​ (i) Undrawn Availability is at any time less than The General Partner shall cause a nationally recognized MAI appraiser with experience in appraising the greater value of real estate having a similar character to and in a similar geographic location as the Investments (xa “Qualified Appraiser”) twenty percent to value (20%A) each Development Investment and Value-Add Investment within the calendar year following the date of Stabilization of each such Development Investment and Value-Add Investment and annually thereafter and (B) each Core Investment within the calendar year following the date of the Revolving Loan Cap, acquisition of each such Core Investment and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24annually thereafter, in which each case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) a Default or Event of Default has occurred and is continuing, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf of Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the LendersPartnership. The General Partner shall direct the appointed Qualified Appraiser to finalize each such appraisal required no later than two (2) weeks prior to be completed the end of the calendar year in connection with which such appraisal is being conducted (the Formula Amount Modification Conditions shall be in addition to“Appraisal Date), and not included into reflect an effective date of such valuation as of December 31 of such calendar year; provided, that the number General Partner shall have no liability with respect to the failure of appraisals such Qualified Appraiser to be provided at Borrowers’ and Guarantors’ expense finalize any such appraisal by the Appraisal Date. The General Partner shall deliver to the BCIMC Limited Partner any appraisal commissioned pursuant to this Section 4.7(a).6.3(e)(i) upon the written request of the BCIMC Limited Partner. ​ (bii) In addition, no more than 180 days prior to the Calculation Date, the General Partner shall value the entire Portfolio (the “Portfolio Appraisal”) by either (A) aggregating the values of the last annual appraisals commissioned pursuant to Section 6.3(e)(i) or (B) commissioning a Qualified Appraiser to value the entire Portfolio (by aggregating the value of each Investment) and, in either case, subject to clause (iii) below, such Portfolio Appraisal shall be binding on the Partnership and the Partners absent manifest error or fraud. The Portfolio Appraisal performed pursuant to this Section 6.3(e)(ii) shall be deemed to have been performed by the “GP Appraiser”. The Portfolio Appraisal shall be used to determine the Appraised Value of the Portfolio (including, without limitation, the Carried Interest Distributions) in accordance with Section 5.3. ​ (iii) Within ten (10) Business Days following the receipt of the Portfolio Appraisal, the BCIMC Limited Partner shall provide written notice (the “Appraisal ​ Notice”) to the General Partner electing to (x) agree to the Portfolio Appraisal or (y) reject the Portfolio Appraisal. In the event the BCIMC Limited Partner rejects the Portfolio Appraisal, the BCIMC Limited Partner shall select, approve and appoint a Qualified Appraiser to value the entire Portfolio (by aggregating the value of Borrowers’ each Investment) as of the effective date of the General Partner’s proposed Portfolio Appraisal (the “LP Appraiser”) within five (5) Business Days following the General Partner’s receipt of the Appraisal Notice (the “LP Appraiser Appointment Period”) by providing notice to the General Partner of such appointment (the “LP Appraiser Notice”). If the BCIMC Limited Partner fails to appoint the LP Appraiser within the LP Appraiser Appointment Period, the Portfolio Appraisal shall be conclusive on the Partners. If both the GP Appraiser and the LP Appraiser are appointed, then the GP Appraiser and the LP Appraiser shall thereafter appoint a third (3rd) Qualified Appraiser (the “Independent Appraiser” and, together with the GP Appraiser and the LP Appraiser, collectively, the “Appraisers”) and give notice thereof to the Partners within ten (10) days following the General Partner’s receipt of the LP Appraiser Notice (the “Independent Appraiser Appointment Period”). If the GP Appraiser and the LP Appraiser fail to appoint the Independent Appraiser within the Independent Appraiser Appointment Period, any Partner (other than the Special Limited Partner) may petition a court of competent jurisdiction to appoint the Independent Appraiser. ​ (iv) Each of the Appraisers shall promptly fix a time for the completion of the Portfolio Appraisal, which shall not be later than thirty (30) days from the appointment of the Independent Appraiser. The Appraisers shall determine the Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal by determining the fair market value of the assets to be appraised (other than cash in Partnership accounts), such being the fairest price estimated in the terms of money which the Partnership could obtain if such assets were sold, for all cash, in the open market allowing a reasonable time to find a purchaser who purchases such assets with knowledge of the business of the Partnership and such assets. If the Appraisers are not able to agree upon a single Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal, each shall render its own Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal. Upon submission of the appraisals setting forth the opinions as to the Portfolio Value, if the highest value submitted by the Appraisers is not more than 105% of the lowest value submitted by the Appraisers, then the average of the values proposed by the Appraisers shall constitute the “Portfolio Value”; provided, that if the highest value submitted by the Appraisers is more than 105% of the lowest value submitted by the Appraisers, then the average of the two appraisals closest in value shall constitute the “Portfolio Value”. ​ (v) If the GP Appraiser, the LP Appraiser and the Independent Appraiser are appointed, the General Partner shall pay for the services of the GP Appraiser, the BCIMC Limited Partner and/or Canadian Loan Parties’ Inventorythe Sell-Down Transferee (if applicable) shall pay for the services of the LP Appraiser and the cost of the services of the Independent Appraiser shall be paid by the Partners pro rata in accordance with their Percentage Interests. The costs of the services of the Partnership’s accountants, Receivables and/or Credit Card Receivablesif applicable, shall be paid by the Partnership. (vi) As used herein, “Appraised Value” of an asset or assets means, as the context so provides, the value of such asset(s) as determined by appraisal. For any Investment which has been acquired by the Partnership but has not yet been appraised by a Qualified Appraiser, the acquisition and development cost paid by the ​ Partnership for the Partnership’s interest in such Investment shall, for all purposes of this Agreement, be deemed to be its value established pursuant to this Section 6.3(e) until such appraisal, time as such Investment is less than anticipated by Agent or Lenders, such that the Revolving Advances are appraised in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances.accordance with this Section 6.3. ​

Appraisals. (a) Agent may, in its Permitted Discretion, at any time after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is at any time less than The General Partner shall cause a nationally recognized MAI appraiser with experience in appraising the greater value of real estate having a similar character to and in a similar geographic location as the Investments (xa “Qualified Appraiser”) twenty percent to value (20%A) each Development Investment and Value-Add Investment within the calendar year following the date of Stabilization of each such Development Investment and Value-Add Investment and annually thereafter and (B) each Core Investment within the calendar year following the date of the Revolving Loan Cap, acquisition of each such Core Investment and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24annually thereafter, in which each case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) a Default or Event of Default has occurred and is continuing, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf of Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the LendersPartnership. The General Partner shall direct the appointed Qualified Appraiser to finalize each such appraisal required no later than two (2) weeks prior to be completed the end of the calendar year in connection with which such appraisal is being conducted (the Formula Amount Modification Conditions shall be in addition to“Appraisal Date), and not included into reflect an effective date of such valuation as of December 31 of such calendar year; provided, that the number General Partner shall have no liability with respect to the failure of appraisals such Qualified Appraiser to be provided at Borrowers’ and Guarantors’ expense finalize any such appraisal by the Appraisal Date. The General Partner shall deliver to the BCIMC Limited Partner any appraisal commissioned pursuant to this Section 4.7(a)6.3(e)(i) upon the written request of the BCIMC Limited Partner. (bii) In addition, no more than 180 days prior to the Calculation Date, the General Partner shall value the entire Portfolio (the “Portfolio Appraisal”) by either (A) aggregating the values of the last annual appraisals commissioned pursuant to Section 6.3(e)(i) or (B) commissioning a Qualified Appraiser to value the entire Portfolio (by aggregating the value of each Investment) and, in either case, subject to clause (iii) below, such Portfolio Appraisal shall be binding on the Partnership and the Partners absent manifest error or fraud. The Portfolio Appraisal performed pursuant to this Section 6.3(e)(ii) shall be deemed to have been performed by the “GP Appraiser”. The Portfolio Appraisal shall be used to determine the Appraised Value of the Portfolio (including, without limitation, the Carried Interest Distribution) in accordance with Section 5.3. (iii) Within ten (10) Business Days following the receipt of the Portfolio Appraisal, the BCIMC Limited Partner shall provide written notice (the “Appraisal Notice”) to the General Partner electing to (x) agree to the Portfolio Appraisal or (y) reject the Portfolio Appraisal. In the event the BCIMC Limited Partner rejects the Portfolio Appraisal, the BCIMC Limited Partner shall select, approve and appoint a Qualified Appraiser to value the entire Portfolio (by aggregating the value of Borrowers’ each Investment) as of the effective date of the General Partner’s proposed Portfolio Appraisal (the “LP Appraiser”) within five (5) Business Days following the General Partner’s receipt of the Appraisal Notice (the “LP Appraiser Appointment Period”) by providing notice to the General Partner of such appointment (the “LP Appraiser Notice”). If the BCIMC Limited Partner fails to appoint the LP Appraiser within the LP Appraiser Appointment Period, the Portfolio Appraisal shall be conclusive on the Partners. If both the GP Appraiser and the LP Appraiser are appointed, then the GP Appraiser and the LP Appraiser shall thereafter appoint a third (3rd) Qualified Appraiser (the “Independent Appraiser” and, together with the GP Appraiser and the LP Appraiser, collectively, the “Appraisers”) and give notice thereof to the Partners within ten (10) days following the General Partner’s receipt of the LP Appraiser Notice (the “Independent Appraiser Appointment Period”). If the GP Appraiser and the LP Appraiser fail to appoint the Independent Appraiser within the Independent Appraiser Appointment Period, any Partner may petition a court of competent jurisdiction to appoint the Independent Appraiser. (iv) Each of the Appraisers shall promptly fix a time for the completion of the Portfolio Appraisal, which shall not be later than thirty (30) days from the appointment of the Independent Appraiser. The Appraisers shall determine the Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal by determining the fair market value of the assets to be appraised (other than cash in Partnership accounts), such being the fairest price estimated in the terms of money which the Partnership could obtain if such assets were sold, for all cash, in the open market allowing a reasonable time to find a purchaser who purchases such assets with knowledge of the business of the Partnership and such assets. If the Appraisers are not able to agree upon a single Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal, each shall render its own Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal. Upon submission of the appraisals setting forth the opinions as to the Portfolio Value, if the highest value submitted by the Appraisers is not more than 105% of the lowest value submitted by the Appraisers, then the average of the values proposed by the Appraisers shall constitute the “Portfolio Value”; provided, that if the highest value submitted by the Appraisers is more than 105% of the lowest value submitted by the Appraisers, then the average of the two appraisals closest in value shall constitute the “Portfolio Value”. (v) If the GP Appraiser, the LP Appraiser and the Independent Appraiser are appointed, the General Partner shall pay for the services of the GP Appraiser, the BCIMC Limited Partner and/or Canadian Loan Parties’ Inventorythe Sell-Down Transferee (if applicable) shall pay for the services of the LP Appraiser and the cost of the services of the Independent Appraiser shall be paid by the Partners pro rata in accordance with their Percentage Interests. The costs of the services of the Partnership’s accountants, Receivables and/or Credit Card Receivablesif applicable, shall be paid by the Partnership. (vi) As used herein, “Appraised Value” of an asset or assets means, as the context so provides, the value of such asset(s) as determined by appraisal. For any Investment which has been acquired by the Partnership but has not yet been appraised by a Qualified Appraiser, the acquisition and development cost paid by the Partnership for the Partnership’s interest in such Investment shall, for all purposes of this Agreement, be deemed to be its value established pursuant to this Section 6.3(e) until such appraisal, time as such Investment is less than anticipated by Agent or Lenders, such that the Revolving Advances are appraised in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advancesaccordance with this Section 6.3.

Appraisals. (a) Agent may, in its Permitted Discretion, at any time after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is at any time less than The General Partner shall cause a nationally recognized MAI appraiser with experience in appraising the greater value of real estate having a similar character to and in a similar geographic location as the Investments (xa “Qualified Appraiser”) twenty percent to value (20%A) each Development Investment and Value-Add Investment within the calendar year following the date of Stabilization of each such Development Investment and Value-Add Investment and annually thereafter and (B) each Core Investment within the calendar year following the date of the Revolving Loan Cap, acquisition of each such Core Investment and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24annually thereafter, in which each case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) a Default or Event of Default has occurred and is continuing, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf of Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the LendersPartnership. The General Partner shall direct the appointed Qualified Appraiser to finalize each such appraisal required no later than two (2) weeks prior to be completed the end of the calendar year in connection with which such appraisal is being conducted (the Formula Amount Modification Conditions shall be in addition to“Appraisal Date), and not included into reflect an effective date of such valuation as of December 31 of such calendar year; provided, that the number General Partner shall have no liability with respect to the failure of appraisals such Qualified Appraiser to be provided at Borrowers’ and Guarantors’ expense finalize any such appraisal by the Appraisal Date. The General Partner shall deliver to the BCIMC Limited Partner any appraisal commissioned pursuant to this Section 4.7(a)6.3(e)(i) upon the written request of the BCIMC Limited Partner. (bii) In addition, no more than 180 days prior to the Calculation Date, the General Partner shall value the entire Portfolio (the “Portfolio Appraisal”) by either (A) aggregating the values of the last annual appraisals commissioned pursuant to Section 6.3(e)(i) or (B) commissioning a Qualified Appraiser to value the entire Portfolio (by aggregating the value of each Investment) and, in either case, subject to clause (iii) below, such Portfolio Appraisal shall be binding on the Partnership and the Partners absent manifest error or fraud. The Portfolio Appraisal performed pursuant to this Section 6.3(e)(ii) shall be deemed to have been performed by the “GP Appraiser”. The Portfolio Appraisal shall be used to determine the Appraised Value of the Portfolio (including, without limitation, the Carried Interest Distribution) in accordance with Section 5.3. (iii) Within ten (10) Business Days following the receipt of the Portfolio Appraisal, the BCIMC Limited Partner and the Sell-Down Transferee (if applicable) shall jointly provide written notice (the “Appraisal Notice”) to the General Partner electing to (x) agree to the Portfolio Appraisal or (y) reject the Portfolio Appraisal. In the event the BCIMC Limited Partner and the Sell-Down Transferee (if applicable) reject the Portfolio Appraisal, the BCIMC Limited Partner and the Sell-Down Transferee (if applicable) shall jointly select, approve and appoint a Qualified Appraiser to value the entire Portfolio (by aggregating the value of Borrowers’ each Investment) as of the effective date of the General Partner’s proposed Portfolio Appraisal (the “LP Appraiser”) within five (5) Business Days following the General Partner’s receipt of the Appraisal Notice (the “LP Appraiser Appointment Period”) by providing notice to the General Partner of such appointment (the “LP Appraiser Notice”). In the event the BCIMC Limited Partner and the Sell-Down Transferee are unable to jointly appoint a Qualified Appraiser, each of the BCIMC Limited Partner and the Sell-Down Transferee shall select different Qualified Appraisers and such Qualified Appraisers shall appoint a third (3rd) Qualified Appraiser and such third (3rd) Qualified Appraiser shall be deemed to be the LP Appraiser for purposes of the immediately preceding sentence. If the BCIMC Limited Partner and the Sell-Down Transferee (if applicable) fail to collectively appoint the LP Appraiser within the LP Appraiser Appointment Period, the Portfolio Appraisal shall be conclusive on the Partners. If both the GP Appraiser and the LP Appraiser are appointed, then the GP Appraiser and the LP Appraiser shall thereafter appoint a third (3rd) Qualified Appraiser (the “Independent Appraiser” and, together with the GP Appraiser and the LP Appraiser, collectively, the “Appraisers”) and give notice thereof to the Partners within ten (10) days following the General Partner’s receipt of the LP Appraiser Notice (the “Independent Appraiser Appointment Period”). If the GP Appraiser and the LP Appraiser fail to appoint the Independent Appraiser within the Independent Appraiser Appointment Period, any Partner may petition a court of competent jurisdiction to appoint the Independent Appraiser. (iv) Each of the Appraisers shall promptly fix a time for the completion of the Portfolio Appraisal, which shall not be later than thirty (30) days from the appointment of the Independent Appraiser. The Appraisers shall determine the Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal by determining the fair market value of the assets to be appraised (other than cash in Partnership accounts), such being the fairest price estimated in the terms of money which the Partnership could obtain if such assets were sold, for all cash, in the open market allowing a reasonable time to find a purchaser who purchases such assets with knowledge of the business of the Partnership and such assets. If the Appraisers are not able to agree upon a single Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal, each shall render its own Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal. Upon submission of the appraisals setting forth the opinions as to the Portfolio Value, if the highest value submitted by the Appraisers is not more than 105% of the lowest value submitted by the Appraisers, then the average of the values proposed by the Appraisers shall constitute the “Portfolio Value”; provided, that if the highest value submitted by the Appraisers is more than 105% of the lowest value submitted by the Appraisers, then the average of the two appraisals closest in value shall constitute the “Portfolio Value”. (v) If the GP Appraiser, the LP Appraiser and the Independent Appraiser are appointed, the General Partner shall pay for the services of the GP Appraiser, the BCIMC Limited Partner and/or Canadian Loan Parties’ Inventorythe Sell-Down Transferee (if applicable) shall pay for the services of the LP Appraiser and the cost of the services of the Independent Appraiser shall be paid by the Partners pro rata in accordance with their Percentage Interests. The costs of the services of the Partnership’s accountants, Receivables and/or Credit Card Receivablesif applicable, shall be paid by the Partnership. (vi) As used herein, “Appraised Value” of an asset or assets means, as the context so provides, the value of such asset(s) as determined by appraisal. For any Investment which has been acquired by the Partnership but has not yet been appraised by a Qualified Appraiser, the acquisition and development cost paid by the Partnership for the Partnership’s interest in such Investment shall, for all purposes of this Agreement, be deemed to be its value established pursuant to this Section 6.3(e) until such appraisal, time as such Investment is less than anticipated by Agent or Lenders, such that the Revolving Advances are appraised in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advancesaccordance with this Section 6.3.

Appraisals. (a) Agent may, in its Permitted Discretion, exercised in a commercially reasonable manner, at any time after the Closing Date and from time to timeDate, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ Inventory. Absent the occurrence and Guarantors’ assets; providedcontinuance of an Event of Default at such time, howeverAgent shall consult with Borrowers as to the identity of any such firm. All of the fees and out-of-pocket costs and expense of any such firm (collectively, that “appraisal amounts”) shall be paid for when due, in full and without off-set, by Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to Agent, in its Permitted Discretion, may conduct not less than one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is at any time less than the greater of (x) twenty percent (20%) of the Revolving Loan Cap, and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agentin each calendar year; provided that, or (iii) a so long as no Default or Event of Default has occurred and is continuing, Borrowers shall not be obligated to pay the costs, fees and expenses in which case connection with more than one (1) such appraisals in any consecutive twelve-month period; provided, further Borrowers and Guarantors shall be responsible for reimbursing Agent for all obligated to pay the costs, fees and expenses in connection with two (2) such appraisals undertaken by or on behalf of Agent in any consecutive twelve month period to the extent Agent in its Permitted Discretion determines that a Springing Event has occurred due to an Excess Availability Trigger during such appraisals are necessary or appropriatetwelve month period. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the Lenders. The appraisal required to be completed in connection with the Formula Amount Modification Conditions shall be in addition to, and not included in, the number of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(a). (b) In the event the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances against Eligible In-Tank Inventory, Eligible In-Transit Inventory, Eligible On-Track Inventory, Eligible Stored Natural Gas Inventory, Eligible Commingled Ethanol Inventory and Eligible Crude Oil Inventory are in fact in excess of such Advances permitted hereunder, then, promptly upon Agent’s written demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances made against such Eligible Inventory so as to eliminate the excess Advances.

Appraisals. At any time that Agent requests, the Loan Parties will provide Agent with Acceptable Appraisals or updates thereof of their Inventory and Equipment, such Acceptable Appraisals and updates to include, without limitation, information required by applicable Requirements of Law. The Borrowers shall reimburse Agent for all reasonable charges, costs and expenses related to all such appraisals; provided, that so long as no Event of Default shall have occurred and be continuing during a calendar year, Borrowers shall not be obligated to reimburse Agent (ai) Agent mayfor any inventory appraisals in such calendar year if Revolver Usage at all times during such calendar year does not exceed 15% of the Line Cap, (ii) for more than 1 inventory appraisal in its Permitted Discretion, such calendar year if Revolver Usage at any time after during such calendar year exceeds 15% of the Closing Date and from time Line Cap (increasing to time2 inventory appraisals if an Increased Reporting Event has occurred during such calendar year), engage (iii) subject to the services other terms of an independent appraisal firm or firms of reputable standing, satisfactory to Agentthis Section 5.11, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is any equipment appraisals in such calendar year if Revolver Usage at any time less than the greater of (x) twenty percent (20%) all times during such calendar year does not exceed 15% of the Revolving Loan Line Cap, and (yiv) the sum of $5,000,000 plus twenty percent (20%) of any increase subject to the Maximum Revolving Advance Amount pursuant other terms of this Section 5.11, for more than 1 equipment appraisal in such calendar year if Revolver Usage at any time during such calendar year exceeds 15% of the Line Cap (increasing to Section 2.242 equipment appraisals if an Increased Reporting Event has occurred during such calendar year), in which case Borrowers each case, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated); and Guarantors provided, further, that there shall be responsible for reimbursing Agent for two (2) no limitation on the number or frequency of appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors that shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf at the sole expense of Agent, or (iii) a the Borrowers if any Default or Event of Default has shall have occurred and is be continuing. TheNotwithstanding anything to the contrary contained herein, in which case the Borrowers and Guarantors shall be responsible for reimbursing shallagree to reimburse Agent for all appraisals undertaken by or on behalf of Agent reasonable charges, costs and expenses related to the extent Agent in its Permitted Discretion determines such initial appraisals are necessary or appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the Lenders. The M&E included in the PP&E Componentan inventory appraisal required to be completed in connection with conducted within 60 days of the Formula Amount Modification Conditions Third Amendment Effective Date, which obligation shall be in addition to, to and not included in, the number tonot in lieu of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(a). (b) In the event the value any reimbursement obligation for any other inventory appraisal of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments M&E of the then outstanding Revolving Advances so as to eliminate kind described in the excess Advancesdefinition of “PP&E Component” in connection with a Borrower-requested reset of the NOLV of Eligible M&Ethis Section.

Appraisals. On no more than one occasion per every consecutive 24 month period following the most recent appraisal date, the Loan Parties will provide the Administrative Agent with appraisals or updates thereof of their Inventory from an appraiser selected and engaged by the Administrative Agent (with the time of such engagement determined at the discretion of the Administrative Agent, or as requested by either Collateral Agent or the Required Lenders), and prepared on a basis satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulations; provided that (I) the Company shall be permitted to instruct the Administrative Agent to conduct an Inventory appraisal if as of any date the most recently completed appraisal (or the most recently completed update thereof, if applicable) is more than one year old and (II) the Administrative Agent may conduct an Inventory appraisal at the discretion of the Administrative Agent, or shall conduct an Inventory appraisal at the request of either Collateral Agent or the Required Lenders if (a) Agent maythe date of the most recently completed appraisal (or the most recently completed update thereof, if applicable) is more than one year old and (b) either (i) Loans have been outstanding within the three months preceding such date or (ii) LC Exposure within the three months preceding such date has been greater than $200,000,000 at any time. Notwithstanding the foregoing, in its Permitted Discretion, addition to the Inventory appraisals permitted above at any time after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn when Aggregate Availability is at any time less than the greater of (x) twenty percent (an amount equal to 20%) % of the Revolving Loan Cap, Cap Minimum then in effect and (y) an amount equal to 20% of the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24Loan Cap then in effect, in which case Borrowers and Guarantors one additional Inventory appraisal shall be responsible for reimbursing Agent for two (2) appraisals performed during permitted at the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf discretion of the Administrative Agent, either Collateral Agent or (iii) a Default or the Required Lenders per calendar year and if an Event of Default has occurred and is continuing, in which case Borrowers and Guarantors there shall be responsible for reimbursing Agent for all no limitation on the number of Inventory appraisals. For purposes of this Section 5.11, it is understood and agreed that a single Inventory appraisal may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All of the foregoing Collateral appraisals undertaken by or on behalf shall be at the sole expense of Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriateLoan Parties. Without limiting Notwithstanding the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the Lenders. The appraisal required to be completed in connection with the Formula Amount Modification Conditions Lenders shall be in addition to, permitted to conduct one additional Inventory appraisal per calendar year at their own cost and not included in, the number of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(a)expense. (b) In the event the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances.

Appraisals. (a) Agent mayDuring the Interim Term, in Lessee shall at its Permitted Discretionexpense cause to be delivered to Lessor an Appraisal of each Item of Equipment for which no Appraisal has been previously delivered upon the earliest of: (i) on the date six (6) months after the last previous Appraisal Date (or, at any time if no Appraisal Date has occurred, after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is at any time less than the greater of (x) twenty percent (20%) of the Revolving Loan Cap, and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month periodDate), (ii) any additional appraisal is required by Applicable Lawif after the last previous Appraisal Date (or, if no Appraisal Date has occurred, six (6) months after the Closing Date), Items of Equipment with an aggregate Acquisition Cost in excess of twenty-five million dollars ($25,000,000) have been made subject to this Lease Agreement for which case Borrowers and Guarantors shall no Appraisal has been previously delivered, on the date of the Lease Agreement Supplement for the Item of Equipment that caused such twenty-five million dollars ($25,000,000) threshold to be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agentexceeded, or (iii) a Default or Event on the day six (6) Business Days prior to the Basic Term Commencement Date, and (iv) if after the last previous Appraisal Date (or, if no Appraisal Date has occurred, after the Closing Date), Replacement Equipment for which no Appraisal has been previously delivered and which has aggregate Acquisition Costs in excess of Default has occurred and is continuing, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent 10% of the aggregate Casualty Loss Value for all appraisals undertaken by or Equipment then subject to this Lease Agreement shall have been substituted for Items of Equipment, on behalf the date of Agent to the extent Agent in its Permitted Discretion determines Substitution Notice for the Item of Replacement Equipment that caused such appraisals are necessary or appropriate. Without limiting the foregoing, Agent may cause 10% threshold to be undertaken additional appraisals at the expense of the Lenders. The appraisal required to be completed in connection with the Formula Amount Modification Conditions shall be in addition to, and not included in, the number of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(a)exceeded. (b) In During the event Basic Term, Lessee shall at its own expense cause an Appraisal of each item of Replacement Equipment for which no Appraisal has been previously delivered each time the aggregate Acquisition Costs of all Replacement Equipment for which no Appraisal has been delivered hereunder exceeds ten (10) per cent of the aggregate Acquisition Costs for all Equipment then subject to this Lease Agreement. Such Appraisal shall be delivered to Lessor within ten (10) days of the date of the Substitution Notice for the Replacement Equipment that caused such ten (10) percent threshold to be exceeded. (c) If any Appraisal states that the estimated fair market value or Residual Value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, an Item of Equipment is less than anticipated by Agent the Casualty Loss Value or Lendersthe Residual Value, respectively, for such that Item of Equipment, Lessee shall within thirty (30) days of the Revolving Advances are in excess date of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments Appraisal at its expense cause such Item of Equipment to be replaced or supplemented in accordance with Section 13 with one or more Items of Replacement Equipment that meets the then outstanding Revolving Advances so as to eliminate the excess Advancesrequirements of Section 13(a).

Appraisals. (a) Agent may, may in its Permitted DiscretionDiscretion (and shall at the written direction of Required Lenders but only to the extent Borrowers are obligated to reimburse Agent pursuant to the terms of this Section 4.7), at any time after the Amendment No. 3 Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to AgentApproved Appraiser, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ Credit Parties' assets; provided, howeverthat so long as no Event of Default shall have occurred during a calendar year, that Borrowers and Guarantors Agent shall be responsible for reimbursing Agent for only up to not conduct more than one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is at any time less than the greater of (x) twenty percent (20%) of the Revolving Loan Cap, and Equipment (yincluding Fleet Assets) the sum of $5,000,000 plus twenty percent in such calendar year (20%) of any increase increasing to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed of Equipment (including Fleet Assets) in a calendar year if at any time during such calendar year Undrawn Availability is less than fifteen percent (15.0%) of the subsequent twelve Maximum Loan Amount for five (125) month periodconsecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (ii) any additional appraisal is required by Applicable Law, in which case Borrowers whether or not consummated). Absent the occurrence and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf continuance of Agent, or (iii) a Default or an Event of Default has occurred and is continuingat such time, in which case Agent shall consult with Borrowing Agent as to the identity of any such Approved Appraiser. Borrowers and Guarantors shall be responsible for reimbursing reimburse Agent for all appraisals undertaken the costs, expenses and charges incurred by or on behalf of Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting the foregoingrespect of any appraisal; provided, that so long as no Event of Default shall have occurred during a calendar year, Borrowers shall not be obligated to reimburse Agent may cause to be undertaken additional appraisals at the expense for more than one (1) appraisal of the Lenders. The appraisal required Equipment (including Fleet Assets) in such calendar year (increasing to be completed two (2) appraisals of Equipment (including Fleet Assets) in a calendar year if at any time during such calendar year Undrawn Availability is less than fifteen percent (15.0%) of the Maximum Loan Amount for five (5) consecutive Business Days, except for appraisals conducted in connection with the Formula Amount Modification Conditions shall be in addition to, and a proposed Permitted Acquisition (whether or not included in, the number of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(aconsummated). (b) In the event the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances.

Appraisals. The Borrowers agree that (a) Agent may, new appraisals will be required in its Permitted Discretion, at conjunction with any time after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is at any time less than the greater of (x) twenty percent (20%) of the Revolving Loan Cap, and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount extension granted pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period2.15, (iib) any additional appraisal is required by Applicable Lawthe Administrative Agent shall have the right, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or once prior to the Maturity Date (iii) a but to the extent no Default or Event of Default has occurred and is continuing, in which case not during the six (6) month period immediately prior to the Maturity Date) and at the Borrowers’ expense, to request appraisals with respect to the Borrowing Base Assets, (c) the Parent Borrower may request that the Administrative Agent initiate new appraisals for the entire portfolio of the Borrowers’ Borrowing Base Assets at any time subject to the terms of this Section 6.17, such appraisals to be FIRREA compliant and otherwise subject to the approval of the Administrative Agent, and (d) the Administrative Agent shall have the right, at its own expense, prior to the Maturity Date, to request appraisals, and if requested by the Required Lenders, Administrative Agent shall request appraisals, with respect to the entire portfolio of the Borrowers’ Borrowing Base Assets or if such appraisals are required to comply with applicable Laws, including FIRREA, any Borrowing Base Asset; provided, however, that after the occurrence and during the continuance of an Event of Default, the Borrowers shall pay or reimburse to the Administrative Agent all reasonable and Guarantors shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf of Agent documented costs and expenses associated therewith to the extent required by and subject to the provisions of Section 10.04 hereof. The Administrative Agent in its Permitted Discretion determines shall engage all appraisers with respect to such appraisals are necessary and (other than with respect to appraisals requested by the Administrative Agent under the foregoing subclause (d) when no Event of Default is in existence) the Borrowers shall pay or appropriatereimburse to the Administrative Agent all documented costs and expenses associated therewith to the extent required by and subject to the provisions of Section 10.04 hereof. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the Lenders. The Any appraisal required to be completed in connection with the Formula Amount Modification Conditions shall be in addition to, and not included in, the number of appraisals to be provided at Borrowers’ and Guarantors’ expense requested pursuant to this Section 4.7(a)6.17 shall be reviewed and approved by the Administrative Agent and the Lenders; provided, that (i) the Administrative Agent and the Lenders shall use reasonable efforts to approve or disapprove such appraisal within fifteen (15) Business Days after they are received and a failure to approve or disapprove the appraisals in such fifteen (15) Business Day period shall be deemed to mean that such appraisals are approved and (ii) to the extent any such appraisal is denied approval, the Administrative Agent and the Lenders shall specify the reasons in writing to the Parent Borrower for such denial. (b) In the event the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances.

Appraisals. Agent or any Lender shall have the right to cause an Appraisal or if Agent shall elect, an Appraisal Update, of any Property to be performed at such times, if any, as (a) Agent mayor any Lender may elect to obtain an Appraisal or an Appraisal Update of such Property or (b) such an Appraisal or Appraisal Update may be required under FIRREA or any other statute or regulations applicable to Agent or any Lender; provided, however in its Permitted Discretionthe event that an Appraisal Update in lieu of an Appraisal would be sufficient under a requirement of FIRREA or other statute or regulation, at Agent and Lenders agree that an Appraisal Update shall be sufficient for purposes of clause (b) above. The cost of any time such Appraisal and/or Appraisal Update shall be paid by Borrowers (i) if an Event of Default shall then be continuing (if such request is made by Agent not more than twice in any calendar year), (ii) if no Event of Default is continuing, if such request is made by Agent not more than once in any twenty four (24) month period (exclusive of requests made under clauses (i) and (ii)), (iii) if such Appraisal or Appraisal Update is performed pursuant to clause (b) of this Section 4.9, (iv) if such Appraisal or Appraisal Update provided to Agent to establish satisfaction with the Release Conditions in accordance with Section 4.12 or Section 4.13 hereof, and/or (v) if such Appraisal or Appraisal Update is performed in connection with an exercise by Borrowers of their right to extend the then current Maturity Date in accordance with Section 2.15 hereof. Except as set forth in the immediately preceding sentence, the costs of any Appraisal and/or Appraisal Update requested by Agent after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing paid by Agent. In all events, Borrower Parties shall cooperate and cause Manager to cooperate with Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is at and any time less than the greater of (x) twenty percent (20%) of the Revolving Loan Cap, such appraiser and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers their agents and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) a Default or Event of Default has occurred and is continuing, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf of Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the Lenders. The appraisal required to be completed employees in connection with the Formula Amount Modification Conditions shall be in addition to, and not included in, the number of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(a). (b) In the event the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent Appraisal or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances.Appraisal Update. 62383226 73

Appraisals. At any time that the Administrative Agent requests, the Borrower will, and will cause each Subsidiary to, provide the Administrative Agent with appraisals or updates thereof of its Inventory and Rental Agreement Portfolio from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis satisfactory to the Administrative Agent, such appraisals and updates to include information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Inventory and Rental Agreement Portfolio appraisal during any 12-month period and (a) Agent mayduring the first 12 months ending after the Fourth Amendment Effective Date, in its Permitted Discretion, one (1) additional Inventory and Rental Agreement Portfolio appraisal (for a total of two such Inventory and Rental Agreement Portfolio appraisals during such 12-month period) and (b) one (1) additional Inventory and Rental Agreement Portfolio appraisal (for a total of two such Inventory and Rental Agreement Portfolio appraisals during any 12-month period (other than the first 12 months ending after the Fourth Amendment Effective Date) and a total of three such Inventory and Rental Agreement Portfolio appraisals during the first 12 months ending after the Fourth Amendment Effective Date) conducted at any time after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ and Guarantors’ assets; provided, however, that Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one (1) appraisal per Fiscal Year of Borrowers, unless (i) Undrawn Availability is at any time less than AvailabilityLiquidity falls below the greater of (i) $70,000,000 and (ii) 25% of the lesser of (x) twenty percent (20%) of the Total Revolving Loan Cap, Commitments and (y) the sum of $5,000,000 plus twenty percent (20%) of any increase to Borrowing Base$60,000,000. Additionally, the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors Loan Parties shall be responsible for reimbursing Agent for two (2) the costs and expenses of any such appraisals performed during the subsequent twelve (12) month period, (ii) any additional appraisal is required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, or (iii) conducted while a Default or Specified Event of Default has occurred and is continuing, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf of Agent to the extent Agent in its Permitted Discretion determines such appraisals are necessary or appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals at the expense of the Lenders. The appraisal required to be completed in connection with the Formula Amount Modification Conditions shall be in addition to, and not included in, the number of appraisals to be provided at Borrowers’ and Guarantors’ expense pursuant to this Section 4.7(a). (b) In the event the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances.