Common use of Appraisals Clause in Contracts

Appraisals. Agent may in its Permitted Discretion (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 Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that so long as no Event of Default shall have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Borrowing Agent as to the identity of any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect 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 for more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummated).

Appraisals. (a) Agent may may, in its Permitted Discretion (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)Discretion, at any time after the Closing Date and from time to time, engage the services of an Approved Appraiserindependent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising Credit Parties' the then current values of Borrowers’ and Guarantors’ assets; provided, however, that so long as no Event of Default Borrowers and Guarantors shall have occurred during a calendar year, be responsible for reimbursing Agent shall not conduct more than 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 Equipment Revolving Loan Cap, and (including Fleet Assetsy) 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 such calendar year (increasing to 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 Equipment Agent, or (including Fleet Assetsiii) a Default or Event of Default has occurred and is continuing, in a calendar year if 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 any time during 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 calendar year Undrawn Availability appraisal, 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 a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Borrowing Agent as to the identity of any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred anticipated by Agent or Lenders, such that the Revolving Advances are in respect excess of any appraisal; providedsuch Advances permitted hereunder, that so long as no Event of Default shall have occurred during a calendar yearthen, promptly upon Agent’s demand for same, Borrowers shall not be obligated to reimburse Agent for more than one (1) appraisal make mandatory prepayments of the Equipment (including Fleet Assets) in such calendar year (increasing then outstanding Revolving Advances so as to 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 eliminate the Maximum Loan Amount for five (5) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated)excess Advances.

Appraisals. (a) Within 80 days of the Second Amendment Effective Date (or such later date agreed to by the Administrative Agent and the FILO Agent), the 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 in its Permitted Discretion (and shall be initiated at the written direction Borrowers’ cost and expense at any time after Availability falls below the greater of Required Lenders (i) $214,700,000 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) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but only 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 made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, 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 new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties 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 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 for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent Borrowers such Acceptable Inventory Appraisals are obligated not conducted by the Administrative Agent pursuant to reimburse this clause (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 of this Section 4.7)hereof, at the Administrative Agent and the Borrowers shall promptly (but in any time after the Closing Date and from time to time, engage the services of an Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that so long as no Event of Default shall have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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) At any time that the FILO Agent reasonably requests after the 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 Equipment 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 (including Fleet Assets) in for a calendar year if 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’ cost and expense at any time during such calendar year Undrawn Availability is less than fifteen percent (15.0%) time. Additionally, there shall be no limitation on the number or frequency of the Maximum Loan Amount for five (5) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of Acceptable IP Appraisals if an Event of Default at such timehas occurred and is continuing, Agent and the Loan Parties shall consult with Borrowing Agent as to be responsible for the identity costs and expenses of any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect of any appraisal; provided, that so long as no appraisals conducted (x) while an Event of Default shall have has occurred during and is continuing or (y) at the request of a calendar year, Borrowers shall not be obligated to reimburse Agent for more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 Party in connection with the addition of a proposed Permitted Acquisition (whether new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not consummated)take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisal.

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, Equipment and fee-owned real estate 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; provided that, excluding the appraisals of the Collateral constituting Equipment required by Section 4.01(o), unless an Event of Default has occurred and is continuing, the Loan Parties shall not be responsible for the cost and expense of any Equipment or fee-owned real estate appraisals. If no Event of Default has occurred and is continuing, the Administrative Agent may in its Permitted Discretion conduct, and the Loan Parties shall be responsible for 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 the costs and shall at expenses of any such Inventory appraisal conducted while the written direction aggregate amount of Required Lenders but only Revolving Loans is zero (other than, to the extent Borrowers are obligated applicable, the Inventory appraisal required by Section 4.01(o)) (provided, 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 reimburse such date or (B) permit the Administrative Agent pursuant to conduct one (1) Inventory appraisal, at the terms cost and expense of this Section 4.7the Loan Parties, during such twelve (12)-month period and the Loan Parties will cause or permit such appraisal to be commenced within ninety (90) days after such date (or such later date as the Administrative Agent may agree in its sole discretion), ) and (y) one (1) additional Inventory appraisal may be conducted at any time after Availability falls below the Closing Date greater of (i) $30,000,000 and from time to time, engage (ii) 15% of the services of an Approved Appraiser, for the purpose of appraising Credit Parties' assetsAggregate Revolving Commitment; provided, however, that so long as 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 have occurred during a calendar yearbe no limitation on the number or frequency of Inventory, Agent shall not conduct more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 and fee-owned real estate appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of while an Event of Default at such time, Agent has occurred and is continuing and the Loan Parties shall consult with Borrowing Agent as to be responsible for the identity costs and expenses of any such Approved Appraiser. Borrowers shall reimburse Agent for the costsInventory, expenses Equipment and charges incurred by Agent in respect of any appraisal; provided, that so long as no fee-owned real estate appraisals commenced while an Event of Default shall have has occurred during a calendar year, Borrowers shall not be obligated to reimburse Agent for more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to two (2) appraisals of Equipment (including Fleet Assets) in a calendar year if at any time during such calendar year Undrawn Availability and 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 a proposed Permitted Acquisition (whether or not consummated)continuing.

Appraisals. (a) At the sole expense of the Borrower, the Borrower shall permit and cooperate with the Administrative Agent may or professionals (including investment bankers, consultants, 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 its Permitted Discretion the Borrowing Base and any Trophy Asset (and shall at the written direction of Required Lenders but only to the extent Borrowers are obligated not included in the Borrowing Base), a copy of which Acceptable Appraisal shall be promptly provided to reimburse 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 the terms of this Section 4.77.17(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 time 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 Closing Date and 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 sole expense of the Borrower, the Borrower may request that the Administrative Agent have an updated Acceptable Appraisal prepared by an Approved AppraiserAppraiser for any Qualified Asset included in the Borrowing Base and any Trophy Asset (to the extent not included in the Borrowing Base). (e) Notwithstanding anything herein to the contrary, for to the purpose extent required as a result of appraising Credit Parties' assets; providedany Change in Law affecting the Lenders generally, that so long as no Event of Default shall have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal at the sole expense of the Equipment Borrower, the Borrower shall permit and cooperate with the Administrative Agent or professionals (including Fleet Assetsinvestment bankers, consultants, accountants, lawyers and Approved Appraisers) retained by the Administrative Agent to obtain an updated Acceptable Appraisal for any Qualified Asset included in such calendar year the Borrowing Base and any Trophy Asset (increasing to 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 a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Borrowing Agent as to the identity of any such Approved Appraiser. Borrowers shall reimburse Agent for extent not included in the costs, expenses and charges incurred by Agent in respect 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 for more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummatedBorrowing Base).

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 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 in its Permitted Discretion (and shall conduct an Inventory appraisal at the written direction discretion of the Administrative Agent, or shall conduct an Inventory appraisal at the request of the Required Lenders but only 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 addition to the extent Borrowers are obligated Inventory appraisals permitted above at any time when Aggregate Availability is less than the greater of (x) an amount equal to reimburse 20% of the Loan Cap Minimum then in effect and (y) an amount equal to 20% of the Loan Cap then in effect, one additional Inventory appraisal shall be permitted at the discretion of the Administrative Agent pursuant to or the terms Required Lenders per calendar year and if an Event of Default has occurred and is continuing, there shall be no limitation on the number of Inventory appraisals. For purposes of this Section 4.75.11, 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 shall be at the sole expense of the Loan Parties. Notwithstanding the foregoing, the Lenders shall be permitted to conduct one additional Inventory appraisal per calendar year at their own cost and expense. (b) With respect to any Subject Real Property included in the US Borrowing Base, on no more than one occasion per every consecutive 24 month period following the most recent Satisfactory Real Estate Appraisal in respect of 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), at any time after which appraisal shall be prepared on a basis reasonably satisfactory to the Closing Date 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, engage . Such appraisals shall be at the services of an Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that so long as no Event of Default shall have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal sole expense of the Equipment Loan Parties. (including Fleet Assetsc) in such calendar year (increasing to 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%) Within 45 days of the Maximum Loan Amount for five (5) consecutive Business DaysThird Restatement Date, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated)the appraiser that provided the Closing Appraisal shall provide the Global Headquarters Appraisal Update. Absent The Global Headquarters Appraisal Update shall be at the occurrence and continuance of an Event of Default at such time, Agent shall consult with Borrowing Agent as to the identity of any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect 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 for more than one (1) appraisal sole expense of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummated)Parties.

Appraisals. (a) Prior to classifying any Project as an Eligible Project, the Agent will 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 Discretion which 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. (and shall 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 written direction of Required Lenders but only Eligible Projects to be performed, to redetermine the extent Borrowers are obligated to reimburse Agent pursuant to the terms of this Section 4.7)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 the services of an Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that so long as no Event of Default shall have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 upon five (5) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of an Event of Default at such timeDays prior written notice to Borrower, Agent shall consult with Borrowing Agent as to may, at Borrower's expense, redetermine the identity Appraised Value of any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect 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 for more than one Eligible Project if (1) appraisal of the Equipment (including Fleet Assetsi) in Agent's reasonable judgment a material adverse change has occurred with respect to such calendar year 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 obtained, or a (increasing ii) major casualty or condemnation has occurred with respect to two such Eligible Project, or (2iii) appraisals of Equipment (including Fleet Assets) reasonably necessary or advisable in a calendar year if at order to comply with Legal Requirements applicable to Agent or 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 a proposed Permitted Acquisition (whether or not consummated)Lender.

Appraisals. The Loan Parties will provide to the Administrative Agent may in its Permitted Discretion (and shall from time to time upon the Administrative Agent’s request, at the written direction sole expense of Required Lenders but 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 the extent Borrowers are obligated to reimburse Agent pursuant to the terms of this Section 4.7on Schedule 5.25), and one such Inventory appraisal and one such Intellectual Property appraisal in any twelve-month period commencing thereafter, except that (a) at any time after when Availability shall have been less than the Closing Date greater of (i) 25% of the Line Cap then in effect and from time to time(ii) $31,250,000, engage the services Administrative Agent may request a third Inventory appraisal and/or a third Intellectual Property appraisal in the then-current twelve-month period (if ending on or before the second anniversary of the Effective Date), or a second Inventory appraisal and/or a second Intellectual Property appraisal in the then-current twelve-month period (if commencing thereafter), (b) if an Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that so long as no Event of Default shall have occurred during and be continuing, there shall be no limitation on 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 calendar year, Agent shall not conduct more than one (1) separate appraisal of the Equipment (including Fleet Assets) inventory and/or intellectual property acquired thereby to the extent the Loan Parties desire to include such inventory or intellectual property in such calendar year (increasing to two (2) 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 Equipment (including Fleet Assets) 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 a calendar year if at any time during such calendar year Undrawn Availability is less than fifteen percent (15.0%) addition to those authorized by the preceding sentences of this Section; provided that the Maximum Loan Amount Parties will not be responsible for five (5) consecutive Business Days, except for the expense of appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Borrowing Agent as pursuant to the identity of any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect 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 for more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummated)this sentence.

Appraisals. (a) Administrative Agent may in its Permitted Discretion obtain an updated or replacement Acceptable Appraisal for each Borrowing Base Property and Borrower shall reimburse Administrative Agent the costs thereof within thirty (and 30) days after receipt by Borrower of an invoice therefor; provided, that, subject to Section 7.2.14, Borrower shall at the written direction of Required Lenders but only to the extent Borrowers are be obligated to reimburse Administrative Agent pursuant for the costs of one Acceptable Appraisal per calendar year with respect to the terms of this Section 4.7)each Borrowing Base Property. Borrower shall obtain, at any time after the Closing Date and from time to timeits own expense, engage the services of an Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that so long as no Event of Default shall have occurred during a (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 shall not conduct more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 within five (5) consecutive Business DaysDays after Borrower receives same. Such annual appraisals will be completed by December 31 of each year beginning with calendar year 2009, except and shall be effective as of such date for appraisals conducted determining whether (i) a Property complies with Section 7.1.22(a) and (ii) Borrower has satisfied the financial covenants set forth in connection Section 7.2.4. The Required Lenders may instruct Administrative Agent to re-appraise any 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 proposed Permitted Acquisition notice promptly after any appraisal is deemed an Acceptable Appraisal. (whether or not consummatedb) For purposes of determining the Available Commitment on any date, such calculation shall be based upon the latest Acceptable Appraisals (for the avoidance of doubt, if an appraisal is completed and becomes an Acceptable Appraisal on any Available Commitment calculation date, then such calculation shall incorporate such appraisal). Absent the occurrence and continuance . (c) For purposes of an Event of Default at such time, Agent shall consult with Borrowing Agent determining Gross Asset Value as to the identity of any date, such Approved Appraiser. Borrowers calculation shall reimburse Agent for be based upon the costsAcceptable Appraisals in effect as of (i) the Third Amendment Closing Date or (ii) thereafter, expenses and charges incurred by Agent in respect 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 for more than one (1) appraisal the last day of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummated)most recently completed Fiscal Quarter.”.

Appraisals. Agent may in its Permitted Discretion 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, (and shall at the written direction of Required Lenders but only i) on each Borrowing Date (solely with respect to the extent Borrowers are obligated to reimburse Agent pursuant to the terms of this Section 4.7each new asset being acquired concurrently with such Borrowing Date), at any time after the Closing Date and (ii) from time to timetime as determined by the Manager in accordance with the Management Standard, engage to ensure that the services 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 Approved Appraiser“Annual Catalogue Appraisal”), for delivered to the purpose Lenders within six (6) weeks of appraising Credit Parties' assetseach such anniversary and followed by a Variance Report in accordance with the requirements in Section 5.01(r) below; provided, that so long as no Event any Appraisal obtained pursuant to clause (iii) shall be done at the sole cost and expense of Default shall have occurred during a calendar yearsuch requesting Lenders. The Lead Borrower may, Agent shall in its sole discretion, engage one or more Approved Appraisers to perform not conduct more than one two additional Appraisals, in the aggregate, within sixty (160) appraisal days of the Equipment (including Fleet Assets) in such calendar year (increasing to two (2) appraisals delivery 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 DaysAnnual Catalogue Appraisal and, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Borrowing Agent as to the identity upon delivery of any such Approved Appraiser. Borrowers shall reimburse Agent for additional Appraisal, if so elected by the costsLead Borrower, expenses and charges incurred by Agent in respect 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 for more than one (1) appraisal the Appraisal Value of the Equipment (including Fleet Assets) in such calendar year (increasing to 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%) Facility Pool shall be the average of the Maximum Loan Amount for five (5) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated)Annual Catalogue Appraisal and all such additional Appraisals.

Appraisals. Agent may (i) The General Partner shall cause a nationally recognized MAI appraiser with experience in its Permitted Discretion appraising the value of real estate having a similar character to and in a similar geographic location as the Investments (a “Qualified Appraiser”) to value (A) each Development Investment and shall 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 acquisition of each such Core Investment and annually thereafter, in each case at the written direction expense of Required Lenders but only the Partnership. The General Partner shall direct the appointed Qualified Appraiser to finalize each such appraisal no later than two (2) weeks prior to the extent Borrowers are obligated to reimburse Agent pursuant to end of the terms of this Section 4.7calendar year in which such appraisal is being conducted (the “Appraisal Date), at any time after the Closing Date and from time to time, engage the services reflect an effective date of an Approved Appraiser, for the purpose such valuation as of appraising Credit Parties' assetsDecember 31 of such calendar year; provided, that so long as no Event of Default the General Partner shall have occurred during a calendar yearno liability with respect to the failure of such Qualified Appraiser to 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 6.3(e)(i) upon the written request of the BCIMC Limited Partner. (ii) In addition, Agent shall not conduct no more than one 180 days prior to the Calculation Date, the General Partner shall value the entire Portfolio (1the “Portfolio Appraisal”) appraisal by either (A) aggregating the values of the Equipment last annual appraisals commissioned pursuant to Section 6.3(e)(i) or (including Fleet AssetsB) 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 such calendar year accordance with Section 5.3. (increasing to two iii) Within ten (210) 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%) Business Days following the receipt of the Maximum Loan Amount for 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 each Investment) as of the effective date of the General Partner’s proposed Portfolio Appraisal (the “LP Appraiser”) within five (5) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition Days following the General Partner’s receipt of the Appraisal Notice (whether or not consummatedthe “LP Appraiser Appointment Period”) by providing notice to the General Partner of such appointment (the “LP Appraiser Notice”). Absent If the occurrence 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 continuance 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 an Event 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 Default at 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 timebeing the fairest price estimated in the terms of money which the Partnership could obtain if such assets were sold, Agent 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 consult with Borrowing Agent 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 identity Portfolio Value, if the highest value submitted by the Appraisers is not more than 105% of any such Approved Appraiser. Borrowers the lowest value submitted by the Appraisers, then the average of the values proposed by the Appraisers shall reimburse Agent for constitute the costs, expenses and charges incurred by Agent in respect of any appraisal“Portfolio Value”; provided, that so long as no Event of Default shall have occurred during a calendar year, Borrowers shall not be obligated to reimburse Agent for if the highest value submitted by the Appraisers is more than one (1) appraisal 105% of the Equipment lowest value submitted by the Appraisers, then the average of the two appraisals closest in value shall constitute the “Portfolio Value”. (including Fleet Assetsv) 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 the 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, if 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 calendar year (increasing Investment shall, for all purposes of this Agreement, be deemed to two (2be its value established pursuant to this Section 6.3(e) appraisals of Equipment (including Fleet Assets) until such time as such Investment is appraised 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 accordance with a proposed Permitted Acquisition (whether or not consummated)this Section 6.3.

Appraisals. (a) On or around to February 28, 2023 (but not later than March 5, 2023), the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective 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 in its Permitted Discretion (and shall be initiated 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), Borrowers’ cost and expense at any time after Availability falls below the Closing Date greater of (i) $214,700,000 and from (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to time, engage or greater than the services greater of an Approved Appraiser, (i) $214,700,000 and (ii) 20% of the Line Cap for the purpose of appraising Credit Parties' assetstwenty consecutive days); provided, further that, (I) in 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 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 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 new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties 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 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 for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as no Event of Default shall the FILO Term Loans remain outstanding, the FILO Agent have occurred the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during a calendar yearany such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (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) At any time that the AdministrativeFILO Agent reasonably requests after the 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 (1) appraisal 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 Equipment (including Fleet Assets) in such calendar year (increasing to two (2) appraisals of Equipment (including Fleet Assets) in a calendar year if Borrowers’ cost and expense at any time during 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 calendar year Undrawn time as Availability is less equal to or greater than fifteen percent the greater of (15.0%i) $190,000,000 and (ii) 20% of the Maximum Loan Amount Line Cap for five (5) twenty consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummateddays). Absent Additionally, there shall be no limitation on the occurrence and continuance number or frequency of Inventory appraisalsAcceptable IP Appraisals if an Event of Default at such timehas occurred and is continuing, Agent and the Loan Parties shall consult with Borrowing Agent as to be responsible for the identity costs and expenses of any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect of any appraisal; provided, that so long as no appraisals conducted (x) while an Event of Default shall have has occurred during and is continuing or (y) at the request of a calendar year, Borrowers shall not be obligated to reimburse Agent for more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 Party in connection with the addition of a proposed Permitted Acquisition (whether new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not consummated)take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisal.

Appraisals. Agent may (i) The General Partner shall cause a nationally recognized MAI appraiser with experience in its Permitted Discretion appraising the value of real estate having a similar character to and in a similar geographic location as the Investments (a “Qualified Appraiser”) to value (A) each Development Investment and shall 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 acquisition of each such Core Investment and annually thereafter, in each case at the written direction expense of Required Lenders but only the Partnership. The General Partner shall direct the appointed Qualified Appraiser to finalize each such appraisal no later than two (2) weeks prior to the extent Borrowers are obligated to reimburse Agent pursuant to end of the terms of this Section 4.7calendar year in which such appraisal is being conducted (the “Appraisal Date), at any time after the Closing Date and from time to time, engage the services reflect an effective date of an Approved Appraiser, for the purpose such valuation as of appraising Credit Parties' assetsDecember 31 of such calendar year; provided, that so long as no Event of Default the General Partner shall have occurred during a calendar yearno liability with respect to the failure of such Qualified Appraiser to 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 6.3(e)(i) upon the written request of the BCIMC Limited Partner. (ii) In addition, Agent shall not conduct no more than one 180 days prior to the Calculation Date, the General Partner shall value the entire Portfolio (1the “Portfolio Appraisal”) appraisal by either (A) aggregating the values of the Equipment last annual appraisals commissioned pursuant to Section 6.3(e)(i) or (including Fleet AssetsB) 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 such calendar year accordance with Section 5.3. (increasing to two iii) Within ten (210) 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%) Business Days following the receipt of the Maximum Loan Amount for 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 each Investment) as of the effective date of the General Partner’s proposed Portfolio Appraisal (the “LP Appraiser”) within five (5) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition Days following the General Partner’s receipt of the Appraisal Notice (whether or not consummatedthe “LP Appraiser Appointment Period”) by providing notice to the General Partner of such appointment (the “LP Appraiser Notice”). Absent If the occurrence 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 continuance 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 an Event 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 Default at 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 timebeing the fairest price estimated in the terms of money which the Partnership could obtain if such assets were sold, Agent 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 consult with Borrowing Agent 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 identity Portfolio Value, if the highest value submitted by the Appraisers is not more than 105% of any such Approved Appraiser. Borrowers the lowest value submitted by the Appraisers, then the average of the values proposed by the Appraisers shall reimburse Agent for constitute the costs, expenses and charges incurred by Agent in respect of any appraisal“Portfolio Value”; provided, that so long as no Event of Default shall have occurred during a calendar year, Borrowers shall not be obligated to reimburse Agent for if the highest value submitted by the Appraisers is more than one (1) appraisal 105% of the Equipment lowest value submitted by the Appraisers, then the average of the two appraisals closest in value shall constitute the “Portfolio Value”. (including Fleet Assetsv) 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 the 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, if 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 calendar year (increasing Investment shall, for all purposes of this Agreement, be deemed to two (2be its value established pursuant to this Section 6.3(e) appraisals of Equipment (including Fleet Assets) until such time as such Investment is appraised 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 accordance with a proposed Permitted Acquisition (whether or not consummated)this Section 6.3.

Appraisals. Each Appraisal with respect to the Pledged Spare Parts delivered pursuant to the Credit Agreement or any other Loan Document shall be based upon use of the Appraisal Methodology and shall be in form of presentation consistent in all material respects with the form of presentation of the Initial Appraisals (or, in the case of an Appraisal delivered pursuant to Sections 5.07(1) of the Credit Agreement, in form of presentation reasonably satisfactory to the Administrative Agent may on the basis of market practice), in its Permitted Discretion each case, identifying each Spare Part as a Rotable, Repairable or Expendable, and, in connection with each such Appraisal, the Borrower shall furnish to the Administrative Agent an Appraiser’s Certificate signed by the appraiser which prepared such Appraisal. Each such Appraiser’s Certificate shall state, in the opinion of such appraiser, based upon use of the Appraisal Methodology, the following: (i) the aggregate Appraised Value of the Pledged Spare Parts included in the Collateral (excluding, for the avoidance of doubt, any Excluded Parts) as of a specified date (such date with respect to such Appraisal, the “Valuation Date”) within 60 days preceding the date of such Appraiser’s Certificate; (ii) the aggregate Appraised Value of the Rotables, Repairables and the Expendables included in the Collateral as of the applicable Valuation Date (and shall at separately state the quantity of such Rotables, Repairables and Expendables); (iii) the aggregate Appraised Value of the Serviceable Parts and the Unserviceable Parts included in the Collateral as of the applicable Valuation Date; and Table of Contents (iv) the aggregate Appraised Value of the Excluded Parts as of the applicable Valuation Date. In addition, upon written direction request of Required Lenders but only the Administrative Agent given to the extent Borrowers are obligated Borrower within twenty (20) Business Days after delivery to reimburse the Administrative Agent of an Appraiser’s Certificate (or Officer’s Certificate, as the case may be) under this Section 3.08(a) in connection with an Appraisal delivered 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 Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that so long as no Event of Default shall have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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%Sections 5.07(1) of the Maximum Loan Amount for five (5) consecutive Business DaysCredit Agreement, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of an Event of Default at such time, Agent Borrower shall consult with Borrowing Agent as furnish to the identity Administrative Agent a recent Parts Inventory Report and a report showing the percentage of the total cost of the Pledged Spare Parts located at each Designated Location (determined, with respect to each model of Spare Part or Appliance included in the Pledged Spare Parts, using the average cost of the Pledged Spare Parts of such model multiplied by the quantity of such model included in the Pledged Spare Parts) as of the same date as the date of such Parts Inventory Report. Notwithstanding anything to the contrary set forth herein or in any such Approved other Loan Document, the Initial Appraisals (and any corresponding Appraiser. Borrowers shall reimburse Agent for the costs, expenses ’s Certificate and charges incurred by Agent in respect of any appraisal; provided, that so long as no Event of Default shall have occurred during a calendar year, Borrowers calculations) shall not be obligated required to reimburse Agent include Expendables unless Expendables are being included for more than one (1) appraisal purposes of calculating the Equipment (including Fleet Assets) in such calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummated)Collateral Coverage Ratio.

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 in its Permitted Discretion (and shall conduct an Inventory appraisal at the written direction discretion of the Administrative Agent, or shall conduct an Inventory appraisal at the request of either Collateral Agent or the Required Lenders but only 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 addition to the extent Borrowers are obligated to reimburse Agent pursuant to the terms of this Section 4.7), Inventory appraisals permitted above at any time after the Closing Date and from time to time, engage the services of an Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that so long as no Event of Default shall have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to two (2) appraisals of Equipment (including Fleet Assets) in a calendar year if at any time during such calendar year Undrawn when Aggregate Availability is less than fifteen percent the greater of (15.0%x) an amount equal to 20% of the Maximum Loan Amount for five Cap Minimum then in effect and (5y) consecutive Business Daysan amount equal to 20% of the Loan Cap then in effect, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether one additional Inventory appraisal shall be permitted at the discretion of the Administrative Agent, either Collateral Agent or not consummated). Absent the occurrence Required Lenders per calendar year and continuance of if an Event of Default has occurred and is continuing, there shall be 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 such time, Agent shall consult with Borrowing Agent as to the identity of any such Approved Appraisermultiple relevant sites and involve one or more relevant Loan Parties and their assets. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect 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 for more than one (1) appraisal All of the Equipment (including Fleet Assets) in such foregoing Collateral appraisals shall be at the sole expense of the Loan Parties. Notwithstanding the foregoing, the Lenders shall be permitted to conduct one additional Inventory appraisal per calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummated)their own cost and expense.

Appraisals. Agent may ​ (i) The General Partner shall cause a nationally recognized MAI appraiser with experience in its Permitted Discretion appraising the value of real estate having a similar character to and in a similar geographic location as the Investments (a “Qualified Appraiser”) to value (A) each Development Investment and shall 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 acquisition of each such Core Investment and annually thereafter, in each case at the written direction expense of Required Lenders but only the Partnership. The General Partner shall direct the appointed Qualified Appraiser to finalize each such appraisal no later than two (2) weeks prior to the extent Borrowers are obligated to reimburse Agent pursuant to end of the terms of this Section 4.7calendar year in which such appraisal is being conducted (the “Appraisal Date), at any time after the Closing Date and from time to time, engage the services reflect an effective date of an Approved Appraiser, for the purpose such valuation as of appraising Credit Parties' assetsDecember 31 of such calendar year; provided, that so long as no Event of Default the General Partner shall have occurred during a calendar yearno liability with respect to the failure of such Qualified Appraiser to 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 6.3(e)(i) upon the written request of the BCIMC Limited Partner. ​ (ii) In addition, Agent shall not conduct no more than one 180 days prior to the Calculation Date, the General Partner shall value the entire Portfolio (1the “Portfolio Appraisal”) appraisal by either (A) aggregating the values of the Equipment last annual appraisals commissioned pursuant to Section 6.3(e)(i) or (including Fleet AssetsB) 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 such calendar year accordance with Section 5.3. ​ (increasing to two iii) Within ten (210) 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%) Business Days following the receipt of the Maximum Loan Amount for 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 each Investment) as of the effective date of the General Partner’s proposed Portfolio Appraisal (the “LP Appraiser”) within five (5) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition Days following the General Partner’s receipt of the Appraisal Notice (whether or not consummatedthe “LP Appraiser Appointment Period”) by providing notice to the General Partner of such appointment (the “LP Appraiser Notice”). Absent If the occurrence 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 continuance 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 an Event 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 Default at 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 timebeing the fairest price estimated in the terms of money which the Partnership could obtain if such assets were sold, Agent 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 consult with Borrowing Agent 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 identity Portfolio Value, if the highest value submitted by the Appraisers is not more than 105% of any such Approved Appraiser. Borrowers the lowest value submitted by the Appraisers, then the average of the values proposed by the Appraisers shall reimburse Agent for constitute the costs, expenses and charges incurred by Agent in respect of any appraisal“Portfolio Value”; provided, that so long as no Event of Default shall have occurred during a calendar year, Borrowers shall not be obligated to reimburse Agent for if the highest value submitted by the Appraisers is more than one (1) appraisal 105% of the Equipment lowest value submitted by the Appraisers, then the average of the two appraisals closest in value shall constitute the “Portfolio Value”. ​ (including Fleet Assetsv) 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 the 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, if 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 calendar year (increasing Investment shall, for all purposes of this Agreement, be deemed to two (2be its value established pursuant to this Section 6.3(e) appraisals of Equipment (including Fleet Assets) until such time as such Investment is appraised 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 accordance with a proposed Permitted Acquisition (whether or not consummated).this Section 6.3. ​

Appraisals. (a) Administrative Agent may in its Permitted Discretion obtain an updated or replacement Acceptable Appraisal for each Borrowing Base Property and Borrower shall reimburse Administrative Agent the costs thereof within thirty (and 30) days after receipt by Borrower of an invoice therefor; provided that, Borrower shall at only be obligated to reimburse Administrative Agent for the written direction costs of Required Lenders but only one Acceptable Appraisal per calendar year with respect to each Borrowing Base Property except to the extent Borrowers are obligated to reimburse such Acceptable Appraisal is obtained by the Administrative Agent (i) 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 7.2.14 or (ii) in connection with an Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that so long as no Event of Default caused by a breach of Section 7.2.4 or a monetary Event of Default (in either of which event, Borrower shall reimburse the Administrative Agent for the costs of any Acceptable Appraisal obtained by the Administrative Agent in connection with Section 7.2.14 or such Events of Default irrespective of how many Acceptable Appraisals have occurred during a 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 shall not conduct more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 within five (5) consecutive Business DaysDays after Borrower receives same. Such annual appraisals will be completed by December 31 of each year beginning with calendar year 2011, except and shall be effective as of such date for appraisals conducted determining whether (i) a Property complies with Section 7.1.22(a) and (ii) Borrower has satisfied the financial covenants set forth in connection Section 7.2.4. The Required Lenders may instruct Administrative Agent to re-appraise any of the Borrowing Base Properties at any time, provided that, Borrower will only be required to pay such appraisal expense as provided above. Administrative Agent will provide Borrower with a proposed Permitted Acquisition notice promptly after any appraisal is deemed an Acceptable Appraisal. (whether or not consummatedb) For purposes of determining the Available Commitment on any date, such calculation shall be based upon the latest Acceptable Appraisals (for the avoidance of doubt, if an appraisal is completed and becomes an Acceptable Appraisal on any Available Commitment calculation date, then such calculation shall incorporate such appraisal). Absent the occurrence and continuance . (c) For purposes of an Event of Default at such time, Agent shall consult with Borrowing Agent determining Gross Asset Value as to the identity of any date, such Approved Appraiser. Borrowers calculation shall reimburse Agent for be based upon the costsAcceptable Appraisals in effect as of (i) the Closing Date or (ii) thereafter, expenses and charges incurred by Agent in respect 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 for more than one (1) appraisal the last day of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummated)most recently completed Fiscal Quarter.

Appraisals. Agent may (i) The General Partner shall cause a nationally recognized MAI appraiser with experience in its Permitted Discretion appraising the value of real estate having a similar character to and in a similar geographic location as the Investments (a “Qualified Appraiser”) to value (A) each Development Investment and shall 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 acquisition of each such Core Investment and annually thereafter, in each case at the written direction expense of Required Lenders but only the Partnership. The General Partner shall direct the appointed Qualified Appraiser to finalize each such appraisal no later than two (2) weeks prior to the extent Borrowers are obligated to reimburse Agent pursuant to end of the terms of this Section 4.7calendar year in which such appraisal is being conducted (the “Appraisal Date), at any time after the Closing Date and from time to time, engage the services reflect an effective date of an Approved Appraiser, for the purpose such valuation as of appraising Credit Parties' assetsDecember 31 of such calendar year; provided, that so long as no Event of Default the General Partner shall have occurred during a calendar yearno liability with respect to the failure of such Qualified Appraiser to 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 6.3(e)(i) upon the written request of the BCIMC Limited Partner. (ii) In addition, Agent shall not conduct no more than one 180 days prior to the Calculation Date, the General Partner shall value the entire Portfolio (1the “Portfolio Appraisal”) appraisal by either (A) aggregating the values of the Equipment last annual appraisals commissioned pursuant to Section 6.3(e)(i) or (including Fleet AssetsB) 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 such calendar year accordance with Section 5.3. (increasing to two iii) Within ten (210) 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%) Business Days following the receipt of the Maximum Loan Amount for 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 each Investment) as of the effective date of the General Partner’s proposed Portfolio Appraisal (the “LP Appraiser”) within five (5) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition Days following the General Partner’s receipt of the Appraisal Notice (whether or not consummatedthe “LP Appraiser Appointment Period”) by providing notice to the General Partner of such appointment (the “LP Appraiser Notice”). Absent In the occurrence event the BCIMC Limited Partner and continuance the Sell-Down Transferee are unable to jointly appoint a Qualified Appraiser, each of an Event 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 Default at 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 timebeing the fairest price estimated in the terms of money which the Partnership could obtain if such assets were sold, Agent 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 consult with Borrowing Agent 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 identity Portfolio Value, if the highest value submitted by the Appraisers is not more than 105% of any such Approved Appraiser. Borrowers the lowest value submitted by the Appraisers, then the average of the values proposed by the Appraisers shall reimburse Agent for constitute the costs, expenses and charges incurred by Agent in respect of any appraisal“Portfolio Value”; provided, that so long as no Event of Default shall have occurred during a calendar year, Borrowers shall not be obligated to reimburse Agent for if the highest value submitted by the Appraisers is more than one (1) appraisal 105% of the Equipment lowest value submitted by the Appraisers, then the average of the two appraisals closest in value shall constitute the “Portfolio Value”. (including Fleet Assetsv) 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 the 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, if 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 calendar year (increasing Investment shall, for all purposes of this Agreement, be deemed to two (2be its value established pursuant to this Section 6.3(e) appraisals of Equipment (including Fleet Assets) until such time as such Investment is appraised 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 accordance with a proposed Permitted Acquisition (whether or not consummated)this Section 6.3.

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 or 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 Discretion the event that an Appraisal Update in lieu of an Appraisal would be sufficient under a requirement of FIRREA or other statute or regulation, Agent and Lenders agree that an Appraisal Update shall be sufficient for purposes of clause (b) above. The cost of any 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 shall at the written direction of Required Lenders but only to the extent Borrowers are obligated to reimburse Agent (ii)), (iii) if such Appraisal or Appraisal Update is performed pursuant to the terms clause (b) of this Section 4.7)4.9, at (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 time Appraisal and/or Appraisal Update requested by Agent after the Closing Date shall be paid by Agent. In all events, Borrower Parties shall cooperate and from time cause Manager to time, engage the services of an Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that so long as no Event of Default shall have occurred during a calendar year, cooperate with Agent shall not conduct more than one (1) appraisal of the Equipment (including Fleet Assets) in and any such calendar year (increasing to 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 appraiser and their agents and employees in connection with a proposed Permitted Acquisition (whether such Appraisal or not consummated)Appraisal Update. Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Borrowing Agent as to the identity of any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect 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 for more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummated).62383226 73

Appraisals. (a) The Administrative Agent may in its Permitted Discretion (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 Approved Appraisermay, for the purpose of appraising Credit Parties' assets; provideddetermining the current Appraised Value of the Mortgage Properties, that so long obtain new Appraisals with respect to such property, or any of them, as no Event of Default shall have occurred during a calendar year, the Administrative Agent shall not conduct more than one determine (1i) appraisal in connection with the Borrower’s exercise of the Equipment option to extend the Revolving Credit Maturity Date pursuant to Section 2.10, (including Fleet Assetsii) in such calendar year (increasing to 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%) that the regulatory requirements of any Lender generally applicable to real estate loans of the Maximum Loan Amount for five category made under this Agreement as reasonably interpreted by such Lender shall require more frequent Appraisals, (5iii) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition release of a Release Parcel under Section 4.5 hereof from a Mortgage Property which is then being valued on the basis of its Appraised Value for purposes of determining Borrowing Base Availability, an Appraisal is reasonably necessary to confirm that such release has not materially reduced the then-current value of the remaining Mortgage Property below its most recent Appraised Value, and (whether or not consummated). Absent the occurrence and continuance of iv) at any time following an Event of Default at Default. The expense of such time, Agent Appraisals and/or updates performed pursuant to this Section 4.2(a) shall consult with Borrowing Agent as be borne by the Borrower and payable to the identity Administrative Agent within fifteen (15) days of any such Approved Appraiser. Borrowers shall reimburse Agent for written demand; provided the costs, expenses and charges incurred by Agent in respect of any appraisal; provided, that so long as no Event of Default shall have occurred during a calendar year, Borrowers Borrower shall not be obligated to reimburse Agent pay for more than one an Appraisal of a property obtained pursuant to clause (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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%ii) of this Section 4.2(a) more often than once in any period of twelve (12) months. (b) The Borrower agrees that the Maximum Loan Amount for five (5) consecutive Business Days, except for appraisals conducted Lenders and the Administrative Agent do not make any representations or warranties with respect to any Appraisal and shall have no liability as a result of or in connection with a proposed Permitted Acquisition (whether any such Appraisal for statements contained in such Appraisal, including without limitation, the accuracy and completeness of information, estimates, conclusions and opinions contained in such Appraisal, or not consummated)variance of such Appraisal from the fair value of such property that is the subject of such Appraisal given by the local tax assessor’s office, or the Borrower’s idea of the value of such property.

Appraisals. The Borrowers agree that (a) new appraisals will be required in conjunction with any extension granted pursuant to Section 2.15, (b) the Administrative Agent may in its Permitted Discretion shall have the right, once prior to the Maturity Date (and shall at the written direction of Required Lenders but only to the extent Borrowers are obligated no Default or Event of Default has occurred and is continuing, not during the six (6) month period immediately prior to reimburse 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 pursuant initiate new appraisals for the entire portfolio of the Borrowers’ Borrowing Base Assets at any time subject to the terms of this Section 4.7)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 time after the Closing Date and from time to time, engage the services of an Approved Appraiser, for the purpose of appraising Credit Parties' assetsBorrowing Base Asset; provided, however, that so long as no Event of Default shall have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummated). Absent after the occurrence and during the continuance of an Event of Default at such timeDefault, the Borrowers shall pay or reimburse to the Administrative Agent all reasonable and documented costs and expenses associated therewith to the extent required by and subject to the provisions of Section 10.04 hereof. The Administrative Agent shall consult engage all appraisers with Borrowing respect to such appraisals and (other than with respect to appraisals requested by the Administrative Agent as under the foregoing subclause (d) when no Event of Default is in existence) the Borrowers shall pay or reimburse to the identity Administrative Agent all documented costs and expenses associated therewith to the extent required by and subject to the provisions of any such Approved AppraiserSection 10.04 hereof. Borrowers Any appraisal requested pursuant to this Section 6.17 shall reimburse be reviewed and approved by the Administrative Agent for and the costs, expenses and charges incurred by Agent in respect of any appraisalLenders; provided, that so long as no Event of Default (i) the Administrative Agent and the Lenders shall have occurred during use reasonable efforts to approve or disapprove such appraisal within fifteen (15) Business Days after they are received and a calendar year, Borrowers shall not be obligated failure to reimburse Agent for more than one (1) appraisal of approve or disapprove the Equipment (including Fleet Assets) appraisals in such calendar year fifteen (increasing 15) Business Day period shall be deemed to two mean that such appraisals are approved and (2ii) appraisals of Equipment (including Fleet Assets) to the extent any such appraisal is denied approval, the Administrative Agent and the Lenders shall specify the reasons in a calendar year if at any time during writing to the Parent Borrower for 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 a proposed Permitted Acquisition (whether or not consummated)denial.

Appraisals. Agent may in its Permitted Discretion (and a) During the Interim Term, Lessee shall at its expense cause to be delivered to Lessor an Appraisal of each Item of Equipment for which no Appraisal has been previously delivered upon the written direction of Required Lenders but only to earliest of: (i) on the extent Borrowers are obligated to reimburse Agent pursuant to date six (6) months after the terms of this Section 4.7)last previous Appraisal Date (or, at any time if no Appraisal Date has occurred, after the Closing Date), (ii) if 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 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 exceeded, (iii) on the day six (6) Business Days prior to the Basic Term Commencement Date, and from (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 10% of the aggregate Casualty Loss Value for all Equipment then subject to this Lease Agreement shall have been substituted for Items of Equipment, on the date of the Substitution Notice for the Item of Replacement Equipment that caused such 10% threshold to be exceeded. (b) During the 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 time, engage this Lease Agreement. Such Appraisal shall be delivered to Lessor within ten (10) days of the services 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 an Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that so long as no Event of Default shall have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to two (2) appraisals Item of Equipment (including Fleet Assets) in a calendar year if at any time during such calendar year Undrawn Availability is less than fifteen percent the Casualty Loss Value or the Residual Value, respectively, for such Item of Equipment, Lessee shall within thirty (15.0%30) days of the Maximum Loan Amount for five (5) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance date of an Event of Default such Appraisal at its expense cause such time, Agent shall consult with Borrowing Agent as to the identity of any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect 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 for more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to two (2) appraisals Item of Equipment (including Fleet Assets) to be replaced or supplemented in a calendar year if at any time during such calendar year Undrawn Availability is less than fifteen percent (15.0%) accordance with Section 13 with one or more Items of Replacement Equipment that meets the Maximum Loan Amount for five (5) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummatedrequirements of Section 13(a).

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 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. If no Event of Default has occurred and is continuing, the Administrative Agent may conduct, and the Loan Parties shall be responsible for the costs and expenses of, one (1) Inventory appraisal during any twelve (12)-month period, provided, that one (1) additional Inventory appraisal (for the total of two (2) such Inventory appraisals during any , notwithstanding the foregoing, (x) the Loan Parties shall not be responsible for the costs and expenses of any such Inventory appraisal conducted while the aggregate amount of Loans is zero (provided, further, that on any date that the aggregate amount of 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 Loan Parties, during such twelve (12)-month period and the Loan Parties will cause or permit such appraisal to be commenced within ninety (90) days after such date (or such later date as the Administrative Agent may agree in its Permitted Discretion sole discretion)) and (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), y) one (1) additional Inventory appraisal may be conducted at any time after Availability falls below the Closing Date greater of (i) $17,500,000 12,000,000 and from time to time, engage (ii) 2015% of the services of an Approved Appraiser, for the purpose of appraising Credit Parties' assetsAggregate Commitment; provided, further, that so long as 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 have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal be no limitation on the number or frequency of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 Inventory appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of while an Event of Default at such time, Agent has occurred and is continuing and the Loan Parties shall consult with Borrowing Agent as to be responsible for the identity costs and expenses of any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect of any appraisal; provided, that so long as no Inventory appraisals conducted commenced while an Event of Default shall have has occurred during a calendar year, Borrowers shall not be obligated to reimburse Agent for more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to two (2) appraisals of Equipment (including Fleet Assets) in a calendar year if at any time during such calendar year Undrawn Availability and 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 a proposed Permitted Acquisition (whether or not consummated)continuing.

Appraisals. Agent may Once in its Permitted Discretion each twelve month period (and shall 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 written direction request of Required Lenders but only 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 extent Borrowers are obligated Administrative Agent, such appraisal or update to reimburse Agent pursuant to the terms of this Section 4.7)include, at any time after the Closing Date without limitation, information required by applicable law and from time to time, engage the services of an Approved Appraiser, for the purpose of appraising Credit Parties' assetsregulations; provided, that so long as no that, (a) if a Specified Event of Default has occurred and is continuing, there shall have occurred during a calendar yearbe no limitation on the number of such appraisals that Administrative Agent may conduct at the expense of Borrowers, Agent shall not conduct more than one (1b) appraisal if the sum of the Equipment (including Fleet Assets) in such calendar year (increasing to two (2) appraisals of Equipment (including Fleet Assets) in a calendar year if at any time during such calendar year Undrawn Excess Availability plus the Suppressed Availability is less than fifteen percent (15.0%) 20% of the Maximum Loan Amount Revolving Credit Line Cap for five (5) 2 consecutive Business DaysDays during such twelve month period, upon the request of Administrative Agent or Collateral 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 Administrative Agent conduct additional appraisals of Inventory from time to time in 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 appraisals shall be at the sole expense of the Parent Borrower, except for appraisals conducted in connection with a proposed Permitted Acquisition pursuant to clause (whether or not consummated). Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Borrowing Agent as to the identity of any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect 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 for more than one (1c) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummated)above.

Appraisals. Agent may (i) The General Partner shall cause a nationally recognized MAI appraiser with experience in its Permitted Discretion appraising the value of real estate having a similar character to and in a similar geographic location as the Investments (a “Qualified Appraiser”) to value (A) each Development Investment within the calendar year following the date of completion of each such Development Investment and shall annually thereafter, and (B) each Value-Add Investment and Core Investment within the calendar year following the date of the acquisition of each such Value-Add Investment and Core Investment and annually thereafter, in each case at the written direction expense of Required Lenders but only the Partnership. Following the date that any Carried Interest Distributions are distributed to the extent Borrowers are obligated General Partner or the Special Limited Partner, the General Partner shall cause a Qualified Appraiser to reimburse Agent pursuant 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 no later than the terms last day of this Section 4.7the calendar year or calendar quarter, as applicable, in which such appraisal is being conducted (the “Appraisal Date”), at any time after and to reflect an effective date of such valuation as of December 31 of such calendar year or the Closing Date and from time to timelast day of such applicable calendar quarter, engage the services of an Approved Appraiser, for the purpose of appraising Credit Parties' assetsas applicable; provided, that so long as no Event of Default the General Partner shall have occurred during a calendar yearno liability with respect to the failure of such Qualified Appraiser to 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 6.3(e)(i) upon the written request of the QuadReal Limited Partner. (ii) In addition, Agent shall not conduct no more than one 180 days prior to the Calculation Date, the General Partner shall value the entire Portfolio (1the “Portfolio Appraisal”) appraisal by either (A) aggregating the values of the Equipment last annual appraisals commissioned pursuant to Section 6.3(e)(i) or (including Fleet AssetsB) 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 such calendar year accordance with Section 5.3. (increasing to two iii) Within ten (210) 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%) Business Days following the receipt of the Maximum Loan Amount for 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 each Investment) as of the effective date of the General Partner’s proposed Portfolio Appraisal (the “LP Appraiser”) within five (5) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition Days following the General Partner’s receipt of the Appraisal Notice (whether or not consummatedthe “LP Appraiser Appointment Period”) by providing notice to the General Partner of such appointment (the “LP Appraiser Notice”). Absent If the occurrence 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 continuance 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 an Event 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 Default at 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 timebeing the fairest price estimated in the terms of money which the Partnership could obtain if such assets were sold, Agent 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 consult with Borrowing Agent 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 identity Portfolio Value, if the highest value submitted by the Appraisers is not more than 105% of any such Approved Appraiser. Borrowers the lowest value submitted by the Appraisers, then the average of the values proposed by the Appraisers shall reimburse Agent for constitute the costs, expenses and charges incurred by Agent in respect of any appraisal“Portfolio Value”; provided, that so long as no Event of Default shall have occurred during a calendar year, Borrowers shall not be obligated to reimburse Agent for if the highest value submitted by the Appraisers is more than one (1) appraisal 105% of the Equipment lowest value submitted by the Appraisers, then the average of the two appraisals closest in value shall constitute the “Portfolio Value”. (including Fleet Assetsv) 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 the 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, if 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 calendar year (increasing Investment shall, for all purposes of this Agreement, be deemed to two (2be its value established pursuant to this Section 6.3(e) appraisals of Equipment (including Fleet Assets) until such time as such Investment is appraised 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 accordance with a proposed Permitted Acquisition (whether or not consummated)this Section 6.3.

Appraisals. Agent may To the extent any Permitted Joint Venture’s Aggregate Modified Permitted JV Value of the Timberlands is included in its Permitted Discretion (and shall the Loan to Value Ratio, the Borrower, at the written direction sole cost and expense of Required Lenders but only the Borrower, shall deliver to the extent Borrowers are obligated to reimburse Agent pursuant Lenders (A) an annual appraisal update no later than 60 days prior to the terms end of this Section 4.7), at any time after the Closing Date and from time to time, engage the services of an Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that so long as no Event of Default shall have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal of the Equipment (including Fleet Assets) in such each calendar year end (increasing other than with respect to two the calendar years described in clause (2B)) appraisals of Equipment such Permitted Joint Venture’s JV Timberlands, (including Fleet AssetsB) in a an appraisal no later than 60 days prior to the end of calendar year if at any time during such 2018 and each third calendar year Undrawn Availability is less than fifteen percent end thereafter of such Permitted Joint Venture’s JV Timberlands, and (15.0%C) an appraisal within 60 days of a request by the Maximum Loan Amount for five Administrative Agent in the exercise of its reasonable discretion (5) consecutive Business Dayswhich request, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of unless an Event of Default at such timehas occurred and is continuing, Agent shall consult with Borrowing Agent as to the identity of any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect 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 for made more than one (1once in any period of 12 consecutive months) of such Permitted Joint Venture’s JV Timberlands or portion thereof as the Administrative Agent shall have specified in its request. Each such appraisal update or appraisal shall assign independent values to each portion of the Equipment JV Timberlands consisting of JV Real Property and each JV Timber Lease. Each such appraisal update or appraisal shall be done by a nationally recognized forestry appraisal firm that is acceptable to the Administrative Agent. The scope of such appraisal update or appraisal and the specifications, methods and assumptions included therein (including Fleet Assets) in such calendar year any “extraordinary assumptions” or “hypothetical conditions” (increasing each as defined by the Uniform Standards of Professional Appraisal Practice)), must be acceptable to 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 a proposed Permitted Acquisition (whether or not consummated)Administrative Agent.

Appraisals. At any time that Agent may in its Permitted Discretion (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 at the written direction of Required Lenders but only to the extent Borrowers are obligated to reimburse Agent pursuant for all reasonable charges, costs and expenses related 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 Approved Appraiser, for the purpose of appraising Credit Parties' assetsall such appraisals; provided, that so long as no Event of Default shall have occurred and be continuing during a calendar year, Agent Borrowers shall not conduct more than one be obligated to reimburse Agent (1i) appraisal of the Equipment (including Fleet Assets) for 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, (increasing to two (2ii) appraisals of Equipment (including Fleet Assets) for more than 1 inventory appraisal in a such calendar year if Revolver Usage at any time during such calendar year Undrawn Availability is less than fifteen percent (15.0%) exceeds 15% of the Maximum Loan Amount Line Cap (increasing to 2 inventory appraisals if an Increased Reporting Event has occurred during such calendar year), (iii) subject to the other terms of this Section 5.11, for five any equipment appraisals in such calendar year if Revolver Usage at all times during such calendar year does not exceed 15% of the Line Cap, and (5iv) consecutive Business Dayssubject to the 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 2 equipment appraisals if an Increased Reporting Event has occurred during such calendar year), in each case, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence ; and continuance of an Event of Default at such time, Agent shall consult with Borrowing Agent as to the identity of any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect of any appraisal; provided, further, that so long as there shall be no limitation on the number or frequency of appraisals that shall be at the sole expense of the Borrowers if any Default or Event of Default shall have occurred during a calendar yearand be continuing. TheNotwithstanding anything to the contrary contained herein, the Borrowers shall not be obligated shallagree to reimburse Agent for more than one (1) all reasonable charges, costs and expenses related to the initial appraisals of the M&E included in the PP&E Componentan inventory appraisal conducted within 60 days of the Third Amendment Effective Date, which obligation shall be in addition to and tonot in lieu of any reimbursement obligation for any other inventory appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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%) M&E of the Maximum Loan Amount for five (5) consecutive Business Days, except for appraisals conducted kind described in the definition of “PP&E Component” in connection with a proposed Permitted Acquisition (whether or not consummated)Borrower-requested reset of the NOLV of Eligible M&Ethis Section.

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 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. If no Event of Default has occurred and is continuing, the Administrative Agent may in its Permitted Discretion conduct, and the Loan Parties shall be responsible for 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 the costs and shall at expenses of any such Inventory appraisal conducted while the written direction aggregate amount of Required Lenders but only Revolving Loans is zero (other than, to the extent Borrowers are obligated applicable, the Inventory appraisal required by Section 4.01(o)) (provided, 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 reimburse such date or (B) permit the Administrative Agent pursuant to conduct one (1) Inventory appraisal, at the terms cost and expense of this Section 4.7the Loan Parties, during such twelve (12)-month period and the Loan Parties will cause or permit such appraisal to be commenced within ninety (90) days after such date (or such later date as the Administrative Agent may agree in its sole discretion), ) and (y) one (1) additional Inventory appraisal may be conducted at any time after Availability falls below the Closing Date greater of (i) $30,000,000 and from time to time, engage (ii) 15% of the services of an Approved Appraiser, for the purpose of appraising Credit Parties' assetsAggregate Revolving Commitment; provided, however, that so long as 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 have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal be no limitation on the number or frequency of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 Inventory appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of while an Event of Default at such time, Agent has occurred and is continuing and the Loan Parties shall consult with Borrowing Agent as to be responsible for the identity costs and expenses of any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect of any appraisal; provided, that so long as no Inventory appraisals commenced while an Event of Default shall have has occurred during a calendar year, Borrowers shall not be obligated to reimburse Agent for more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to two (2) appraisals of Equipment (including Fleet Assets) in a calendar year if at any time during such calendar year Undrawn Availability and 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 a proposed Permitted Acquisition (whether or not consummated)continuing.

Appraisals. Agent may in its Permitted Discretion (and shall at the written direction of Required Lenders but only The Loan Parties will provide to the extent Borrowers are obligated Administrative Agent from time to reimburse Agent 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 terms Existing Credit Agreement (with such adjustments as shall be deemed appropriate to reflect events or changes in circumstances after the dates of this Section 4.7such 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) at any time after when Availability shall have been less than the Closing Date greater of (i) 17.5% of the Credit Limit then in effect and from time to time(ii) $70,000,000 for three consecutive Business Days, engage the services of Administrative Agent may request a second appraisal during such period, (b) if an Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that so long as no Event of Default shall have occurred during and be continuing, there shall be no limitation on 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 calendar year, Agent shall not conduct more than one (1) separate appraisal of the Equipment (including Fleet Assets) Inventory acquired thereby to the extent the Loan Parties desire to include such Inventory in such calendar year (increasing to two (2) Eligible Inventory. For purposes of the foregoing, it is understood that a single appraisal may consist of appraisals of Equipment the assets of each Loan Party and may be conducted at multiple sites. The first appraisal requested during any period of 12 consecutive months shall be at the expense of the Loan Parties unless (including Fleet AssetsA) in a calendar year if Availability shall have been equal to or greater than 70% of the Credit Limit at any time all times during the period of 12 consecutive months preceding such calendar year Undrawn Availability request and (B) such appraisal is less than fifteen percent not requested pursuant to clause (15.0%b) or (c) of the Maximum proviso in the first sentence of this Section, in which case the Loan Amount for five (5) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Borrowing Agent as to the identity of any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect of any appraisal; provided, that so long as no Event of Default shall have occurred during a calendar year, Borrowers Parties shall not be obligated responsible for the expense of such appraisal. Any appraisal requested pursuant to reimburse Agent for more than one (1) appraisal the proviso in the first sentence of this Section shall be at the expense of the Equipment Loan Parties, except in the case of clause (including Fleet Assetsa) 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 (increasing in addition to two (2) appraisals those authorized by the preceding sentences 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%) this Section; provided that the Loan Parties will not be responsible for the expense of the Maximum Loan Amount for five (5) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated)pursuant to this sentence.

Appraisals. Agent may To the extent any Permitted Joint Venture’s Aggregate Modified Permitted JV Value of the Timberlands is included in its Permitted Discretion (and shall the Loan to Value Ratio, the Borrower, at the written direction sole cost and expense of Required Lenders but only the Borrower, shall deliver to the extent Borrowers are obligated to reimburse Agent pursuant Lenders (A) an annual appraisal update no later than 60 days prior to the terms end of this Section 4.7), at any time after the Closing Date and from time to time, engage the services of an Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that so long as no Event of Default shall have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal of the Equipment (including Fleet Assets) in such each calendar year end (increasing other than with respect to two the calendar years described in clause (2B)) appraisals of Equipment such Permitted Joint Venture’s JV Timberlands, (including Fleet AssetsB) in a an appraisal no later than 60 days prior to the end of calendar year if at any time during such 2018 and each third calendar year Undrawn Availability is less than fifteen percent end thereafter of such Permitted Joint Venture’s JV Timberlands, and (15.0%C) an appraisal within 60 days of a request by the Maximum Loan Amount for five Administrative Agent in the exercise of its reasonable discretion (5) consecutive Business Dayswhich request, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of unless an Event of Default at such timehas occurred and is continuing, Agent shall consult with Borrowing Agent as to the identity of any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect 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 for made more than one (1once in any period of 12 consecutive months) of such Permitted Joint Venture’s JV Timberlands or portion thereof as the Administrative Agent shall have specified in its request. Each such appraisal update or appraisal shall assign independent values to each portion of the Equipment JV Timberlands consisting of JV Real Property and each JV Timber Lease. Each such appraisal update or appraisal shall be done by a nationally recognized forestry appraisal firm that is acceptable to the Administrative Agent. The scope of such appraisal update or appraisal and the specifications, methods and assumptions included therein (including Fleet Assetsany “extraordinary assumptions” or “hypothetical conditions” (each as defined by the Uniform Standards of Professional Appraisal Practice)), must be acceptable to the Administrative Agent; provided that, the Administrative Agent may waive the requirements of clause (A) or clause (B) in its sole discretion if the Borrower has delivered to the Administrative Agent an appraisal or appraisal update for such calendar year (increasing to two (2) appraisals of Equipment (including Fleet Assets) in a calendar year if at any time during such calendar year Undrawn Availability JV Timberlands that is less than fifteen percent (15.0%) 12 months old as of the Maximum Loan Amount for five (5) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated)end of such calendar year.

Appraisals. Agent may in its Permitted Discretion (and a) The Borrower shall permit the Administrative Agent, at the written direction 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 but only shall not be entitled, pursuant to this Section 9.15(a), to obtain (x) an Appraisal on any 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 extent Borrowers are obligated to reimburse Agent pursuant to the terms of this Section 4.7), at any time date that is eighteen months after the Closing Date and from time to timeDate, engage the services of an Approved Appraiserin each case described in clauses (x), for the purpose of appraising Credit Parties' assets; provided(y) or (z), that so long as no Event of Default shall have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of unless an Event of Default has occurred and is continuing. (b) Furthermore, if a material adverse change in the market conditions affecting an Appraisal Property has occurred, the Borrower shall permit the Administrative Agent, at the request of the Required Lenders, to obtain, at the sole expense of the Borrower, an Appraisal from an Eligible Appraiser on such timeAppraisal Property; provided that the Required Lenders shall not be entitled, Agent shall consult with Borrowing Agent as pursuant to the identity of this Section 9.15(b), to obtain an Appraisal on any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent particular Appraisal Property more than once in respect of any appraisal; provided, that so long as no calendar year unless an Event of Default has occurred and is continuing. (c) The Borrower shall have occurred during a calendar yearbe 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, Borrowers shall not be obligated to reimburse Agent for more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to two (2) appraisals of Equipment (including Fleet Assets) in a calendar year if Borrower may at any time during such calendar year Undrawn Availability is less than fifteen percent (15.0%) obtain from an Eligible Appraiser, Appraisals on any Real Property of the Maximum Loan Amount for five 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 Section 9.15(a) or (5b) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated)above.

Appraisals. Agent may may, in its Permitted Discretion (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)sole discretion, exercised in a commercially reasonable manner, at any time after the Closing Date and from time to time, engage the services of an Approved Appraiserindependent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising Credit Partiesthe then current values of US Borrowers' and Canadian Borrowers' assets; provided, that so long as no Event of Default shall have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Borrowing Agent US Loan Parties as to the identity of any such Approved Appraiserfirm. In the event the value of such Borrowers' domestic and Canadian Inventory or 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 demand for same, such Borrowers shall reimburse Agent for make mandatory prepayments of the coststhen outstanding applicable Revolving Advances so as to eliminate the excess Advances. Not more than one inventory appraisal, expenses and charges incurred by Agent each at US-Canada Borrowers' expense, shall be conducted per annum unless a Dominion Period is in respect effect or it is within 60 days of any appraisal; providedthe end of a Dominion Period, that so long as no or if an Event of Default shall have or Default has occurred during a calendar year, Borrowers shall not be obligated to reimburse Agent for and is continuing. Not more than one field examination, at US-Canada Borrowers' expense, shall be conducted per annum unless (1i) appraisal a Dominion Period is in effect or it is within 60 days of the Equipment end of a Dominion Period, (including Fleet Assetsii) in such calendar year (increasing to two (2) appraisals of Equipment (including Fleet Assets) in a calendar year if at any time during such calendar year US-Canada Undrawn Availability is less than fifteen percent (15.0%) 25% of the Maximum Loan Amount for five US-Canada Formula Amount, or (5iii) consecutive Business Daysif 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, except for no inventory appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated)at US-Canada Borrowers' expense shall be required. 15. Amendment of Section 5.33 –

Appraisals. (a) Agent may may, in its Permitted Discretion (and shall at shall, upon the written direction of the Required Lenders but only to the extent Borrowers are obligated to reimburse Agent pursuant to the terms of this Section 4.7Lenders), at any time after the Closing Date and from time to time, engage the services of an Approved Appraiserindependent appraisal firm or firms of reputable standing, reasonably satisfactory to Agent, for the purpose of appraising Credit Parties' the then current values of Borrowers’ and Guarantors’ assets; provided, that so long as no Event that, Borrowers and Guarantors shall be responsible for reimbursing Agent for only up to one appraisal per Fiscal Year of Default shall have occurred during a calendar yearBorrowers, Agent shall not conduct more than one unless (1i) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 the greater of (x) twenty percent (15.020%) of the Maximum Revolving Loan Amount Cap and (y) $52,500,000 for five (5) or more consecutive Business Days, except in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for up to two appraisals conducted in connection with a proposed Permitted Acquisition the subsequent twelve month period, (whether ii) required by Applicable Law, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for all such appraisals undertaken by or not consummated)on behalf of Agent, or (iii) 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. Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Borrowing Agent Borrowers as to the identity of any firm described in the immediately preceding sentence. (b) In the event the value of Borrowers’ Inventory, Receivables, and/or Credit Card Receivables, as so determined pursuant to such Approved Appraiser. Borrowers shall reimburse Agent for the costsappraisal, expenses and charges incurred is less than anticipated by Agent or Lenders, such that the Revolving Advances or FILO Advances, as applicable, are in respect excess of any such Advances permitted hereunder, then, promptly upon Agent’s demand for same, to the extent required pursuant to Section 2.9 hereof as a result of a reduction in the Formula Amount and/or the FILO Formula Amount based on the implementation of such 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 for more than one (1) appraisal make mandatory prepayments of the Equipment (including Fleet Assets) in such calendar year (increasing then outstanding Revolving Advances and/or FILO Advances, as applicable, so as to 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 eliminate the Maximum Loan Amount for five (5) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated)excess Advances.

Appraisals. Agent may in its Permitted Discretion (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 Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that so long as no Event of Default shall have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Borrowing Agent as to the identity of any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect 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 for more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummated).

Appraisals. At any time that the Administrative Agent requests (which, 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 may in its Permitted Discretion only request (and the Loan Parties shall at only be responsible for the written direction costs and expenses of) one (1) Inventory, Treating Assets (if the Borrower elects to include such Treating Assets in such 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 Required Lenders but only to the extent Borrowers are obligated to reimburse Agent pursuant to the terms of this Section 4.7)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 Date and from time Threshold Amount during such 12-month period; provided that, subject to timethe Permitted Discretion of the Administrative Agent, engage the services of an Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that so long as no Event of Default shall have occurred during a calendar year, Administrative Agent shall not conduct more than may elect to only request one (1) appraisal of Inventory, Treating Assets (if the Equipment (including Fleet Assets) Borrower elects to include such Treating Assets in such calendar year appraisal) and Compression Units appraisal during any 24-month period so long as (increasing to two (2i) appraisals of Equipment (including Fleet Assets) in a calendar year if at any time during such calendar year Undrawn Availability is less than fifteen exceeds forty percent (15.040%) of the Maximum Loan Amount 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 five the period commencing on the Effective Date and ending on December 31, 2026 and (5y) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of an no Specified Event of Default at occurring during such timeperiod, Agent no Inventory, Treating Assets and Compression Units appraisal shall consult be required to be delivered on or prior to December 31, 2026 hereunder, consistent with Borrowing Agent as prior performance under the Original Credit Agreement with respect to the identity delivery of any 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 Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses Treating Assets in such appraisal) and charges incurred Compression Units appraisals conducted by Agent in respect of any appraisal; provided, that so long as no such independent appraisal firm if a Specified Event of Default has occurred and is continuing and Loan Parties shall have occurred during a calendar year, Borrowers shall not be obligated to reimburse Agent responsible for more than one (1) appraisal the reasonable costs and expenses of the Equipment (including Fleet Assets) in all such calendar year (increasing to 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 while a proposed Permitted Acquisition (whether or not consummated)Specified Event of Default has occurred and is continuing.

Appraisals. Borrower shall provide the Administrative Agent may in its Permitted Discretion with Appraisals: (a) covering all real property interests (fee and shall at leasehold) required to be included within the written direction Borrower Collateral (other than the Acquisition Stock and the Survivor Stock): (i) on each two year anniversary of Required Lenders but only to the extent Borrowers are obligated to reimburse Agent pursuant to Original Effective Date, provided that if the terms of this Section 4.7Leverage Ratio for the Fiscal Quarter immediately preceding (or ending on) such date is less than fifty percent (50%), at any time after the Closing Date and from time to time, engage the services of an Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that this requirement will be deferred on a Fiscal Quarter basis so long as such ratio is maintained, provided further that, unless otherwise agreed by the Required Lenders, any such deferrals shall be for no Event of Default shall have occurred during a calendar year, Agent shall not conduct more than one 24 months, so that in any event an Appraisal will be required no later than four years after the date the last previous Appraisal was required; and (1ii) appraisal as may be required in connection with Pari Passu Loans as provided herein; and (b) covering all real property interests (fee and leasehold) required to be included within the ▇▇▇▇▇▇▇ Collateral (other than the ▇▇▇▇▇▇▇ Securities Collateral): (i) on the date which is 182 days after the Merger Consummation Date with respect to the WLR Chicken Assets, (ii) on the date which is 548 days after the Merger Consummation Date with respect to the WLR Turkey Assets, (iii) on each two year anniversary of the Equipment Closing Date, provided that if the Leverage Ratio for the Fiscal Quarter immediately preceding (including Fleet Assetsor ending on) in such calendar year (increasing to two (2) appraisals of Equipment (including Fleet Assets) in a calendar year if at any time during such calendar year Undrawn Availability date is less than fifteen fifty percent (15.050%), this requirement will be deferred on a Fiscal Quarter basis so long as such ratio is maintained, provided further that, unless otherwise agreed by the Required Lenders, any such deferrals shall be for no more than 24 months, so that in any event an Appraisal will be required no later than four years after the date the last previous Appraisal was required; and (iv) of the Maximum Loan Amount for five (5) consecutive Business Days, except for appraisals conducted as may be required in connection with a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Borrowing Agent Pari Passu Loans as to the identity of any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect 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 for more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummated)provided herein.

Appraisals. Agent may in its Permitted Discretion (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)may, at any time after the Second Amendment Closing Date and from time to timetime but no more than: (i) with respect to Inventory, one (1) time per fiscal year; and (ii) to the extent the Eligible Equipment Option Exercise has occurred, with respect to Eligible Equipment, one (1) time per fiscal year, in each case, engage the services of an Approved Appraiserindependent appraisal firm or firms of reputable standing, satisfactory to Agent, at the Loan Party's expense, for the purpose of appraising Credit the then current values of Loan Parties' assets; providedInventory and/or Eligible Equipment, that so long as no Event of Default shall have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummated)case may be. Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Borrowing Agent Loan Parties as to the identity of any such Approved Appraiserfirm. Borrowers shall reimburse Agent for Notwithstanding the costsforegoing, expenses and charges incurred by Agent in respect of any appraisal; provided, that so long as no (A) if an Event of Default has occurred and is continuing, there shall have occurred during a calendar year, Borrowers shall not be obligated to reimburse Agent for more than no limitation on the number or frequency of the Inventory and/or Eligible Equipment appraisals at the Loan Parties' expense; and (B) the frequency of Inventory and Eligible Equipment appraisals at the Loan Parties' expense may be increased by an additional one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to two (2) appraisals of Equipment (including Fleet Assets) in a calendar time per year if Undrawn Availability shall at any time during such calendar year be less than 15% of the Maximum Revolving Advances Amount for any one day and thereafter until the Undrawn Availability is less equal to or greater than fifteen percent (15.0%) 15% of the Maximum Loan Revolving Advances Amount for five a period of thirty (530) consecutive Business Daysdays. In the event the value of Loan Parties' Inventory or Eligible Equipment, except as applicable, as so determined pursuant to any 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 appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated)same, Loan Parties shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances.

Appraisals. On or around to February 28, 2023 (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 and the FILO Agent), the 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 in its Permitted Discretion (and shall be initiated at the written direction Borrowers’ cost and expense at any time after Availability falls below the greater of Required Lenders (i) $214,700,000 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) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, (I) in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but only 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 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 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 new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties 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 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 for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent Borrowers such Acceptable Inventory Appraisals are obligated not conducted by the Administrative Agent pursuant to reimburse this clause (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 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 FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms of this Section 4.7)hereof, at the Administrative Agent and the Borrowers shall promptly (but in any time after the Closing Date and from time to time, engage the services of an Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that so long as no Event of Default shall have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to event within two (2) appraisals Business Days 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%) receipt of the Maximum Loan Amount for five (5results of such appraisal from the FILO Agent) consecutive Business Days, except for appraisals conducted implement the Net Orderly Liquidation Value set forth in connection with a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Borrowing Agent as appraisal to the identity of any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect 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 for more than one (1) appraisal calculation of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 Revolving Borrowing Base and the Maximum Loan Amount for five (5) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated)FILO Borrowing Base.

Appraisals. Agent may may, in its Permitted Discretion (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)Discretion, exercised in a commercially reasonable manner, at any time after the Closing Date and from time to timeDate, engage the services of an Approved Appraiserindependent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising Credit Parties' assets; provided, that so long as no Event the then current values of Default shall have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummated)Borrowers’ Inventory. Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Borrowing Agent Borrowers as to the identity of any such Approved Appraiserfirm. Borrowers shall reimburse Agent for All of the costs, expenses fees and charges incurred by Agent in respect out-of-pocket costs and expense of any appraisalsuch firm (collectively, “appraisal amounts”) shall be paid for when due, in full and without off-set, by Borrowers and Agent, in its Permitted Discretion, may conduct not less than one (1) such appraisal in each calendar year; providedprovided that, that so long as no Default or Event of Default shall have has occurred during a calendar yearand is continuing, Borrowers shall not be obligated to reimburse Agent for pay the costs, fees and expenses in connection with more than one (1) appraisal of such appraisals in any consecutive twelve-month period; provided, further Borrowers shall be obligated to pay the Equipment (including Fleet Assets) costs, fees and expenses in such calendar year (increasing to connection with two (2) such appraisals of Equipment (including Fleet Assets) in any consecutive twelve month period to the extent that a calendar year if at any time Springing Event has occurred due to an Excess Availability Trigger during such calendar year Undrawn Availability twelve month period. In the event the value of Borrowers’ Inventory, as so determined pursuant to such appraisal, is less than fifteen percent (15.0%) 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 Maximum Loan Amount for five (5) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated)then outstanding Revolving Advances made against such Eligible Inventory so as to eliminate the excess Advances.

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 in its Permitted Discretion (and shall conduct an Inventory appraisal at the written direction discretion of the Administrative Agent, or shall conduct an Inventory appraisal at the request of the Required Lenders but only 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 addition to the extent Borrowers are obligated to reimburse Agent pursuant to the terms of this Section 4.7), Inventory appraisals permitted above at any time after the Closing Date and from time to time, engage the services of an Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that so long as no Event of Default shall have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to two (2) appraisals of Equipment (including Fleet Assets) in a calendar year if at any time during such calendar year Undrawn when Aggregate Availability is less than fifteen percent the greater of (15.0%x) an amount equal to 20% of the Maximum Loan Amount for five Cap Minimum then in effect and (5y) consecutive Business Daysan amount equal to 20% of the Loan Cap then in effect, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether one additional Inventory appraisal shall be permitted at the discretion of the Administrative Agent or not consummated). Absent the occurrence Required Lenders per calendar year and continuance of if an Event of Default has occurred and is continuing, there shall be 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 such time, Agent shall consult with Borrowing Agent as to the identity of any such Approved Appraisermultiple relevant sites and involve one or more relevant Loan Parties and their assets. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect 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 for more than one (1) appraisal All of the Equipment (including Fleet Assets) in such foregoing Collateral appraisals shall be at the sole expense of the Loan Parties. Notwithstanding the foregoing, the Lenders shall be permitted to conduct one additional Inventory appraisal per calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummated)their own cost and expense.

Appraisals. Agent may in its Permitted Discretion (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 Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that so long as no Event of Default shall have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Borrowing Agent as to the identity of any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect 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 for more than one (1) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing to 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 a proposed Permitted Acquisition (whether or not consummated).