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. At any time that the Administrative Agent may in its Permitted Discretion (and requests, the Borrowers shall allow the Administrative Agent, at the written direction expense of Required Lenders but only the Borrowers, to appraise their Inventory and, in the extent Borrowers are obligated to reimburse Agent pursuant to case of the terms of this Section 4.7U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof), 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 each appraisal of Inventory and Borrowing Base Equipment shall be conducted by an appraiser reasonably satisfactory to the Administrative Agent and, other than during an Enhanced Collateral Monitoring Period or if a Default or Event of Default has occurred and is continuing, reasonably satisfactory to the Borrower Representative (it being understood that the persons engaged to conduct such appraisals prior to the Closing Date are satisfactory to the Borrower Representative). It is understood and agreed that, so long as no Event of Default has occurred or is continuing, the Administrative Agent and the Lenders shall have occurred during only be permitted to conduct: (x) 2 such appraisals (or updates) with respect to Inventory per calendar year (or 1 such appraisal per calendar upon the expiration of the Systems Update Period), (y) one such appraisal (or update) with respect to Borrowing Base Equipment per calendar year and (z) one such appraisal (or update) with respect to each parcel of Borrowing Base Real Property Collateral per 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 in any calendar year during which an Enhanced Collateral Monitoring Period has occurred or is continuing, the Administrative Agent shall be entitled to conduct (x) 3 such appraisals (or updates) with respect to Inventory per calendar year (or 2 such appraisals per calendar year following the expiration of Default shall have occurred during a the Systems Update Period), (y) 2 such appraisals (or updates) with respect to Borrowing Base Equipment per calendar year, and (z) two such appraisals (or updates) with respect to each parcel of Borrowing Base Real Property Collateral per calendar year. For purposes of this Section 5.15, it is understood and agreed that a single appraisal may consist of examinations conducted at multiple relevant sites, both domestic and international, and involve one or more Borrowers and their assets. The appraisals shall not be obligated prepared on a basis reasonably satisfactory to reimburse Agent for more than one (1) appraisal of the Equipment (including Fleet Assets) in Administrative Agent, and 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 Daysand updates shall include, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated)among other things, information required by applicable law and regulations.

Appraisals. From time to time, prior to Payment in Full of the Senior DIP Debt, if the Senior DIP Lenders’ Agent may obtains appraisals of the real estate owned by Borrower or any of its Restricted Subsidiaries, and if copies thereof are delivered to Borrower, Borrower shall deliver such copies to Administrative Agent. From time to time, after Payment in Full of the Senior DIP Debt, if Administrative Agent or any Lender determines that obtaining appraisals is necessary in order for Administrative Agent or such Lender to comply with applicable laws or regulations, Administrative Agent will, at Borrower’s expense, obtain appraisal reports in form and substance and from appraisers satisfactory to Administrative Agent stating the then current fair market values of all or any portion of the real estate owned by Borrower or any of its Permitted Discretion (and shall at the written direction of Required Lenders but only Restricted Subsidiaries. In addition to the extent Borrowers are obligated foregoing, (i) promptly following the Effective Date, upon Administrative Agent’s request, Borrower shall obtain and deliver to reimburse Administrative Agent pursuant appraisal reports in form and substance and from appraisers satisfactory to Administrative Agent stating the terms then current market values and/or orderly liquidation values of this Section 4.7), at any time after all of the Closing Date Real Estate and personal property owned by Borrower and its Restricted Subsidiaries and (ii) thereafter from time to time, engage but in the services absence of an Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that so long as no a Default or Event of Default shall have occurred not more than once during a each calendar year, Administrative Agent shall not conduct more than one (1) may require Borrower to obtain and deliver to Administrative Agent appraisal reports in form and substance and from appraisers satisfactory to Administrative Agent stating the then current market values and/or orderly liquidation values of all or any portion of the Equipment (including Fleet Assets) in such calendar year (increasing to two (2) appraisals Real Estate and personal property owned by Borrower or any 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)its Restricted Subsidiaries.

Appraisals. The Parent Borrower and the Subsidiaries will permit the Administrative Agent and any Persons designated by the Administrative Agent (including any consultants, accountants and appraisers retained by the Administrative Agent) to conduct appraisals of M&E and Intellectual Property and business valuations of the Loan Parties, all at such time or times as may be requested by the Administrative Agent in its Permitted Discretion (and shall at the written direction of Required Lenders but only Discretion; provided that, notwithstanding anything to the extent Borrowers are obligated to reimburse Agent pursuant to the terms of this contrary in Section 4.7)10.04 or any other Loan Document, at any time after the Closing Date and from time to time, engage the services of (i) unless 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 yearhas occurred, Agent shall not conduct no more than one (1) appraisal of the Equipment (including Fleet Assets) M&E, one appraisal of Intellectual Property and one business valuation in such any calendar year (increasing to two (2) appraisals of Equipment (including Fleet Assets) in a calendar year if shall be at any time during such calendar year Undrawn Availability is less than fifteen percent (15.0%) the expense of the Maximum Loan Amount for five Parties, (5ii) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated). Absent after the occurrence of and continuance during the occurrence of an Event of Default Default, all business valuations and appraisals shall be at the expense of the Loan Parties, and (iii) in the event that the Parent Borrower or any Subsidiary shall have consummated an Acquisition, without limitation of the foregoing the Parent Borrower may request that the Administrative Agent conduct or cause to be conducted (and, commercially and reasonably promptly upon such timerequest, the Administrative Agent shall consult commence or cause to be commenced) an appraisal with Borrowing Agent as respect to the identity of M&E and Intellectual Property acquired by the Loan Parties as a result thereof, and any such Approved Appraiserappraisals shall be at the expense of the Loan Parties (and shall not count towards the limit set forth in the immediately preceding proviso). Borrowers shall reimburse For the avoidance of doubt, the Administrative Agent for may conduct business evaluations and appraisals in addition to those set forth in the costsimmediately preceding sentence, expenses but such additional business evaluations 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 appraisals shall not be obligated to reimburse Agent for more than one (1) appraisal at the expense of the Equipment (including Fleet Assets) in such calendar year (increasing Loan Parties. For purposes of this paragraph, it is understood and agreed that a single business evaluation or appraisal may be conducted at multiple relevant sites and involve one or more Loan Parties and their assets. The Parent Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section, may prepare and distribute 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 Lenders certain reports pertaining to the Loan Amount Parties' assets for five (5) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated)internal use by the Administrative Agent and the Lenders.

Appraisals. At any time that the Administrative Agent may in its Permitted Discretion (and requests, the Borrowers shall allow the Administrative Agent, at the written direction expense of Required Lenders but only the Borrowers, to appraise their Inventory and, in the extent Borrowers are obligated to reimburse Agent pursuant to case of the terms of this Section 4.7U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof), 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 each appraisal of Inventory and Borrowing Base Equipment shall be conducted by an appraiser reasonably satisfactory to the Administrative Agent and, other than during an Enhanced Collateral Monitoring Period or if a Default or Event of Default has occurred and is continuing, reasonably satisfactory to the Borrower Representative (it being understood that the persons engaged to conduct such appraisals prior to the Closing Date are satisfactory to the Borrower Representative). It is understood and agreed that, so long as no Event of Default has occurred or is continuing, the Administrative Agent and the Lenders shall have occurred only be permitted to conduct: (x) 2 such appraisals (or updates) with respect to Inventory per calendar year (or 1 such appraisal per calendar (i) following the expiration of the Systems Update Period or (ii) if at all times during such calendar year, (I) Global Excess Availability is greater than the greater of (a) 40% of the Global Loan Cap in effect at such time and (b) $100,000,000 and (II) the aggregate amount of the U.S. Usage plus the Canadian Usage does not exceed the aggregate amount of the U.S. Borrowing Base plus the Canadian Borrowing Base, in each case calculated without giving effect to clauses (b), (c) and (d) thereof ), and (y) one such appraisal (or update) with respect to Borrowing Base Equipment per calendar year and (z) one such appraisal (or update) with respect to each parcel of Borrowing Base Real Property Collateral per 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 in any calendar year during which an Enhanced Collateral Monitoring Period has occurred or is continuing, the Administrative Agent shall be entitled to conduct (x) 3 such appraisals (or updates) with respect to Inventory per calendar year (or 2 such appraisals per calendar year following the expiration of Default shall have occurred during a the Systems Update Period), and (y) 2 such appraisals (or updates) with respect to Borrowing Base Equipment per calendar year, and (z) two such appraisals (or updates) with respect to each parcel of Borrowing Base Real Property Collateral per calendar year. For purposes of this Section 5.15, it is understood and agreed that a single appraisal may consist of examinations conducted at multiple relevant sites, both domestic and international, and involve one or more Borrowers and their assets. The appraisals shall not be obligated prepared on a basis reasonably satisfactory to reimburse Agent for more than one (1) appraisal of the Equipment (including Fleet Assets) in Administrative Agent, and 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 Daysand updates shall include, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated)among other things, information required by applicable law and regulations.

Appraisals. At any time that the Administrative Agent may requests in its Permitted Discretion Discretion, the Borrowers will provide the Administrative Agent with appraisals or updates thereof of their Inventory and following the Discharge of Existing Term Loan Obligations and compliance by the Company with the applicable requirements of Section 4.03, Equipment (and shall at the written direction of Required Lenders but only to the extent Borrowers are obligated owned by a Loan Party that is eligible to reimburse Agent pursuant to the terms of this Section 4.7), have its Equipment included in any Borrowing Base at any time after the Closing Date such time) and from time to time, engage the services of an Approved Appraiser, for the purpose of appraising Credit Parties' assetsEligible Real Estate; provided, however, that so long as no Event of Default such appraisal shall have occurred be conducted by an appraiser satisfactory to the Administrative Agent and, except with respect to Eligible Real Estate or during a Level 1 Minimum Availability Period, reasonably satisfactory to the Borrower (it being understood that, with respect to Eligible Real Estate the appraiser shall be selected and engaged by the Administrative Agent), and, in each case, the appraisals shall be prepared on a basis reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulations; provided, however, only one such appraisal per calendar year, Agent year shall not conduct more than one (1) appraisal be at the sole expense of the Equipment Loan Parties; provided further, however, (including Fleet Assetsa) in two such appraisals per calendar year for any such class of assets shall be at the sole expense of the Loan Parties if a Level 2 Minimum Availability Period, solely with respect to clause (increasing to two (2a) appraisals of Equipment (including Fleet Assets) such defined term, has been in effect for a calendar year if period of at any time least ten consecutive Business Days during such calendar year Undrawn Availability is less than fifteen percent and (15.0%b) 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 if an Event of Default at such time, Agent has occurred during any calendar year there shall consult with Borrowing Agent be no limitation as to the identity number and frequency 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 that shall be at the sole expense of the Loan Parties. The Borrowers also shall, at the sole expense of the Loan Parties, provide one appraisal per calendar year of any Eligible Real Estate during a period when a Level 2 Minimum Availability Period has been in effect for a period of at least five consecutive Business Days during such calendar year, which appraisal shall be reasonably satisfactory to the Administrative Agent in its sole discretion. For purposes of this Section 5.10, it is understood and agreed that a single appraisal may consist of examinations conducted at multiple relevant sites, both domestic and international, and involve one or more relevant Loan Parties and their assets. The Administrative Agent will conduct not less than fifteen percent (15.0%) one appraisal per calendar year of the Maximum Inventory and Equipment of the Loan Amount for five (5) consecutive Business Days, except for appraisals conducted Parties included in connection with a proposed Permitted Acquisition (whether or not consummated)any Borrowing Base.

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 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 At any time after that the Closing Date Administrative Agent requests, each Loan Party will permit the Administrative Agent to conduct appraisals or updates thereof of their Inventory, Equipment and from time Eligible Real Property with an appraiser engaged by the Administrative Agent, such appraisals and updates to timeinclude, engage the services without limitation, information required by any applicable Requirement of an Approved Appraiser, for the purpose of appraising Credit Parties' assets; provided, that so long as no Event of Default shall have occurred Law and to be conducted with reasonable prior notice and during a calendar year, Agent shall not conduct more than normal business hours. Only one (1) such Inventory appraisal per calendar year shall be at the sole expense of the Equipment Loan Parties; provided that (including Fleet Assetsi) in such calendar year (increasing to two (2) such Inventory appraisals of Equipment (including Fleet Assets) in a per calendar year shall be at the sole expense of the Loan Parties if at any time during such calendar year Undrawn the Aggregate Availability is less than fifteen percent (15.0%) the greater of 15% of the Maximum Loan Amount for five Aggregate Commitment and $60,000,000 at the time the second such appraisal is initiated and (5ii) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated). Absent during the occurrence and continuance of an Event of Default Default, there shall be no limitation on the number or frequency of appraisals that shall be at such timethe sole expense of the Loan Parties. Notwithstanding the foregoing, Agent additional appraisals of Equipment or Eligible Real Property 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 not be required unless initiated at a time when an Event of Default shall have has occurred during a calendar year, Borrowers shall and is continuing; provided that (i) not be obligated to reimburse Agent for more than one (1) time per calendar year, the Loan Parties may, in their sole discretion and expense, request that the Administrative Agent order an appraisal of specified Equipment and/or Eligible Real Property being newly added to any Borrowing Base by an appraiser selected and engaged by the Administrative Agent to determine the increase to the applicable PP&E Component after the inclusion of such specified Equipment and/or real estate, (including Fleet Assetsii) in such calendar year (increasing to not more than two (2) times during the term of this Agreement, the Loan Parties may, in their sole discretion and expense, request that the Administrative Agent order updated appraisals of all Equipment and Eligible Real Property from an appraiser selected and engaged by the Administrative Agent to redetermine the PP&E Components based on such appraisals (which redetermination may result in the increase or decrease of the PP&E Components) and (iii) in connection with any Permitted Acquisition (and without limitation as to the number of such Acquisitions), the Loan Parties may, in their sole discretion and expense, request that the Administrative Agent order appraisals on any acquired Equipment and/or real estate in order to include such assets in the PP&E Components. All appraisals of Equipment (including Fleet Assets) in a calendar year if and real property shall be at any time during such calendar year Undrawn Availability is less than fifteen percent (15.0%) the sole 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)Parties.

Appraisals. Whenever an Event of Default exists, and at such other times not more frequently than once per year, the Loan Parties shall, at their expense and upon the Administrative Agent’s request, provide the Administrative Agent with appraisals or updates thereof of any or all of the Collateral from one or more Acceptable Appraisers (as selected by the Borrower, unless an Event of Default has occurred and is continuing, in which case such Acceptable Appraiser shall be selected by the Administrative Agent), and prepared in a form and on a basis reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by requirements of Law and by the internal policies of the Lenders; provided that the Administrative Agent may in its Permitted Discretion (request, and the Loan Parties shall provide, at the written direction expense of Required Lenders the Loan Parties, during any time that the Availability is less than the Minimum Level 2 Availability, a second such appraisal or update during any year. In addition, the Loan Parties shall have the right (but only to not the extent Borrowers are obligated to reimburse Agent pursuant to the terms of this Section 4.7obligation), at their expense, 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 time (but not conduct more than one (1once per year) appraisal to provide the Administrative Agent with additional appraisals or updates thereof of any or all of the Equipment Collateral from one or more Acceptable Appraisers (including Fleet Assets) in such calendar year (increasing to two (2) appraisals of Equipment (including Fleet Assets) as selected by the Borrower), and prepared in a calendar year if at any time during form and on a basis reasonably satisfactory to the Administrative Agent, in which case 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 or updates shall be used in connection with a proposed Permitted Acquisition the determination of the Orderly Liquidation Value and the calculation of the Borrowing Base hereunder. In connection with any appraisal requested by the Administrative Agent pursuant to this Section 6.12 (whether or not consummated). Absent the occurrence and continuance of unless an Event of Default at has occurred and is continuing), the Loan Parties shall be given twenty (20) days following such time, request by the Administrative Agent shall consult with Borrowing Agent as to choose and engage the Acceptable Appraiser prior to the identity commencement of any such Approved Appraiserappraisal. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in With respect of any appraisal; provided, that so long as no to each appraisal made pursuant to this Section 6.12 (unless an Event of Default has occurred and is continuing) after the Closing Date, (i) the Administrative Agent and the Loan Parties shall have occurred during each be given a calendar year, Borrowers shall not be obligated reasonable amount of time to reimburse Agent for more than one (1) appraisal review 120 and comment on a draft form of the Equipment appraisal prior to its finalization and (including Fleet Assetsii) in any adjustments to the Orderly Liquidation Value or the Borrowing Base hereunder as a result of such calendar year appraisal shall become effective twenty (increasing to two (220) appraisals days following the finalization 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)appraisal.

Appraisals. At the Borrower’s expense, any Agent may in conduct appraisals or updates thereof of Holdings’ and its Permitted Discretion Subsidiaries’ Inventory by an appraiser selected and engaged by such Agent, and prepared on a basis reasonably satisfactory to such Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulations; provided, however, (and a) the Borrower shall at the written direction of Required Lenders but only to the extent Borrowers are be obligated to reimburse Agent pursuant the Agents for one appraisal in any calendar year if no Revolving Credit Loans or Swingline Loans or Letters of Credit are outstanding during such calendar year, (b) the Borrower shall only be obligated to reimburse the Agents for two appraisals in any calendar year if Revolving Credit Loans or Swingline Loans or Letters of Credit are outstanding during such calendar year and no Weekly Reporting Period has occurred during such calendar year, and (c) the Borrower shall only be obligated to reimburse the Agents for three appraisals in any caleandar year if any Weekly Reporting Period has occurred during calendar year; provided further, however, if an Event of Default has occurred and is continuing clauses (a) – (c) shall not apply and there shall be no limitation as to the terms number and frequency of appraisals during such calendar year for which the Borrower is obligated to reimburse the Agents. For purposes of this Section 4.7)9.16, it is understood and agreed that a single appraisal may consist of appraisals conducted at any time after the Closing Date multiple relevant sites and from time to time, engage the services of an Approved Appraiser, for the purpose of appraising involve one or more relevant Credit Parties' Parties and their assets; provided, that so . So long as no Event of Default has occurred and is continuing, all such appraisals shall have occurred be commenced upon reasonable notice to the Borrower and performed during a calendar year, Agent shall not conduct more than one (1) appraisal normal business hours 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)Borrower.

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 shall Section 6.17 If requested by the Administrative Agent, at the written direction expense of Required Lenders but only to the extent Borrowers are obligated to reimburse Agent pursuant to Borrower, once per fiscal year of the terms of this Section 4.7), Borrower at any time after as determined by the Closing Date Administrative Agent, the Borrower will permit the Administrative Agent or professionals (including consultants, accountants, lawyers and from time appraisers) retained by the Administrative Agent, and, unless an Event of Default then exists and is continuing, on reasonable prior notice and during normal business hours, to timeconduct appraisals or updates thereof of the Borrower’s and the Subsidiary Guarantors’ Inventory, engage the services of an Approved Appraisersuch appraisals and updates to include, for the purpose of appraising Credit Parties' assetswithout limitation, information required by applicable law and regulations; provided, that so long as no however, if a Weekly Reporting Period has occurred during such calendar year, such appraisals may occur twice per fiscal year if requested by the Administrative Agent; provided, further, however, if an Event of Default has occurred and is continuing there shall have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal be no limitation as to the number and 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%) at the sole expense of the Maximum Borrower. For purposes of this Section 6.17, 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 Amount for five Parties and their assets. Field Examinations.Section 6.18 If requested by the Administrative Agent, at the expense of the Borrower, once per fiscal year of the Borrower at any time as determined by the Administrative Agent, the Borrower will permit the Administrative Agent or professionals (5including consultants, accountants, lawyers and appraisers) consecutive Business Daysretained by the Administrative Agent, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated). Absent the occurrence and continuance of and, unless an Event of Default at then exists and is continuing, on reasonable prior notice and during normal business hours, to conduct field examinations or updates thereof to ensure the adequacy of Collateral included in the Borrowing Base and related reporting and control systems; provided, however, if a Weekly Reporting Period has occurred during such timecalendar year, Agent such field examinations may occur twice per fiscal year if requested by the Administrative Agent; provided, further, however, if an Event of Default has occurred and is continuing during any calendar year there shall consult with Borrowing Agent be no limitation as to the identity number and frequency 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 field examinations during such calendar year Undrawn Availability is less than fifteen percent (15.0%) at the sole expense of the Maximum Borrower. For purposes of this Section 6.18, it is understood and agreed that a single field examination may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Amount for five (5) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated).Parties and their assets. Administration of Certain Collateral;

Appraisals. At any time that the Administrative Agent may in its Permitted Discretion (and requests, the Borrowers shall allow the Administrative Agent, at the written direction expense of Required Lenders but only the Borrowers, to appraise their Inventory and, in the extent Borrowers are obligated to reimburse Agent pursuant to case of the terms of this Section 4.7U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof), 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 each appraisal of Inventory and Borrowing Base Equipment shall be conducted by an appraiser reasonably satisfactory to the Administrative Agent and, other than during an Enhanced Collateral Monitoring Period or if a Default or Event of Default has occurred and is continuing, reasonably satisfactory to the Borrower Representative (it being understood that the persons engaged to conduct such appraisals prior to the Closing Date are satisfactory to the Borrower Representative). It is understood and agreed that, so long as no Event of Default has occurred or is continuing, the Administrative Agent and the Lenders shall have occurred only be permitted to conduct: (x) 2 such appraisals (or updates) with respect to Inventory per calendar year (or 1 such appraisal per calendar upon(i) following the expiration of the Systems Update Period or (ii) if at all times during such calendar year, (I) Global Excess Availability is greater than the greater of (a) 40% of the Global Loan Cap in effect at such time and (b) $100,000,000 and (II) the aggregate amount of the U.S. Usage plus the Canadian Usage does not exceed the aggregate amount of the U.S. Borrowing Base plus the Canadian Borrowing Base, in each case calculated without giving effect to clauses (b), (c) and (d) thereof ), (y) one such appraisal (or update) with respect to Borrowing Base Equipment per calendar year and (z) one such appraisal (or update) with respect to each parcel of Borrowing Base Real Property Collateral per 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 in any calendar year during which an Enhanced Collateral Monitoring Period has occurred or is continuing, the Administrative Agent shall be entitled to conduct (x) 3 such appraisals (or updates) with respect to Inventory per calendar year (or 2 such appraisals per calendar year following the expiration of Default shall have occurred during a the Systems Update Period), (y) 2 such appraisals (or updates) with respect to Borrowing Base Equipment per calendar year, and (z) two such appraisals (or updates) with respect to each parcel of Borrowing Base Real Property Collateral per calendar year. For purposes of this Section 5.15, it is understood and agreed that a single appraisal may consist of examinations conducted at multiple relevant sites, both domestic and international, and involve one or more Borrowers and their assets. The appraisals shall not be obligated prepared on a basis reasonably satisfactory to reimburse Agent for more than one (1) appraisal of the Equipment (including Fleet Assets) in Administrative Agent, and 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 Daysand updates shall include, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated)among other things, information required by applicable law and regulations.

Appraisals. Agent may Once in its Permitted Discretion each twelve month period (and shall at unless the written direction Parent Borrower otherwise requests that additional appraisals of Required Lenders but only to Inventory be conducted in the extent Borrowers are obligated to reimburse Agent pursuant to the terms of this Section 4.7relevant twelve month period, as provided below), 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 Adjusted Excess Availability is not less than 40% of the Revolving Credit Line Cap, or no Specified Event of Default shall have occurred during exists, at the request of the Administrative Agent or a calendar yearCo-Collateral Agent, the Loan Parties will permit the Administrative Agent to conduct, and the Administrative Agent shall not conduct, one appraisal or update thereof of their Inventory by an appraiser selected and engaged by the Administrative Agent, and prepared on a basis satisfactory to the Administrative Agent, such appraisal or update to include, without limitation, information required by applicable law and regulations; provided that (a) if a Specified Event of Default has occurred and is continuing, there shall be no limitation on the number of such appraisals that Administrative Agent may conduct more than one at the expense of Borrowers, (1b) 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 Adjusted Excess Availability is less than fifteen percent (15.0%) 40% of the Maximum Revolving Credit Line Cap during such twelve month period, upon the request of Administrative Agent or a Co-Collateral Agent, the Loan Amount 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 Co-Collateral Agents may request at any time at their 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 five (5) consecutive Business Dayspurposes 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. The Agent shall require Appraisals of all Borrowing Base Assets, which Appraisals shall be ordered by the Agent and reviewed and approved by the appraisal department of the Agent. Agent, in the exercise of its discretion and after giving notice to the Obligors, shall have the right to obtain re-Appraisals of all or any portion of the Borrowing Base Assets (a) after an Event of Default has occurred or is continuing (b) as required by the then current regulatory requirements generally applicable to real estate loans of the categories made under this Agreement as reasonably interpreted by the Agent; (c) at any time following a condemnation of more than an immaterial portion, as determined by the Agent, of an Approved Subdivision, and (d) upon any Material Adverse Change with respect to an Approved Subdivision as determined by the Agent WB/Neighborhoods Second Modified and Restated Loan Agreement (which in the case of (c) and (d), only the Borrowing Base Assets of that Approved Subdivision shall be re-appraised). Subject to the following, the Obligors acknowledge that the Agent may make changes or adjustments to the values set forth in any Appraisals as may be required by the Agent’s appraisal department in the exercise of its Permitted Discretion good faith business judgment, and that the Agent is not bound by the value set forth in any Appraisal performed pursuant to this Agreement and does not make any representations or warranties with respect to any Appraisal. The Obligors further agree that the Lenders shall have no liability as a result of or in connection with 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 variance of such Appraisal from the fair value. The Obligors shall pay all costs and expenses related to the Appraisals and re-Appraisals performed pursuant to this Section within thirty (30) days of demand by the Agent. The Revolving Loan Maximum Availability may be decreased by reason of any new Appraisal or re-Appraisal upon the exercise of the sole discretion of the Required Lenders. Conversely, the Revolving Loan Maximum Availability may be increased by reason of any new Appraisal or re-Appraisal upon approval of the Required Lenders, but in no event shall Revolving Loan Maximum Availability be increased by reason of any Appraisal that is obtained when an Event of Default exists and is continuing. At any time the sum of (i) the aggregate principal amount of all Revolving Loans outstanding at such time plus (ii) the aggregate L/C Obligations outstanding at such time exceeds the Revolving Loan Borrowing Limit by reason of any new Appraisal or re-Appraisal, but the Obligors are in compliance with all Financial Covenants, the Obligors shall at be granted one hundred-eighty (180) days from the written direction date of Required Lenders but only notice from the Agent to either (A) make a principal payment in an amount that restores compliance or (B) provide additional Collateral satisfactory to the Agent in amount and kind that restores compliance. In addition, in the event that the value of the Borrowing Base Assets is reduced as a result of a re-Appraisal, the Obligors may continue to receive advances of the Credit Facility to the extent Borrowers of the Collateral in the Borrowing Base which has not been reduced in value as the result of a re-Appraisal. Furthermore, the Obligors may continue to receive advances of the Credit Facility on the re-Appraised Collateral that has been reduced in value as the result of a re-Appraisal during the one hundred-eighty (180) day grace period identified above, provided, (i) there is availability in the Borrowing Base Assets when advance rates are obligated to reimburse Agent pursuant to calculated against Actual Costs Incurred and no other value impairment exists other than by re-Appraisal, (ii) the terms Obligors restore overall Collateral compliance within one hundred-eighty (180) days by repaying sums outstanding under the Credit Facility, providing sufficient acceptable additional Collateral, or a combination of this Section 4.7)both, at any time after (iii) the Closing Date and from time to time, engage the services of an Approved Appraiser, advances will be for the purpose of appraising Credit Parties' assets; providedcompleting Sold Units or completing Land Under Development, that so long as (iv) the Obligors are in compliance with all Financial Covenants and no Event of Default shall have has occurred during a calendar yearand no Default has occurred and is continuing, Agent shall not conduct more than one and (1v) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing Obligors are continuing operations, selling homes, taking sales 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 Dayssettlement, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated)and repaying debt. 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 This section shall not be subject to any provision of this Agreement or any of the other Loan Documents which requires the Agent to provide the Obligors notice of non-compliance or additional time periods to perform. The grace periods provided above, and any notice that the WB/Neighborhoods Second Modified and Restated Loan Agreement Agent is obligated to reimburse Agent for more than one (1) appraisal of provide as stated above shall be 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 sole grace periods and notice that 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)Obligors shall receive.

Appraisals. Agent may in its Permitted Discretion (and shall In addition to any appraisals undertaken by or at the written direction request of Required Lenders but only to the extent Borrowers are obligated to reimburse Agent pursuant to Section 4.2(k) or Section 5.2, for purposes of calculating the “Borrowing Base” pursuant to and in accordance with the terms of this Section 4.7)the Borrowing Base Certificate, and for Borrower and its Subsidiaries to be permitted to include machinery, equipment and owned real Property in the Borrowing Base Certificate at any time after the Closing Date and from time to timeRestatement Effective Date, engage if requested by 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 within thirty (15.0%30) days after the Restatement Effective Date, the Agent shall be entitled to receive, at the Borrower’s expense, appraisals in form and substance and from appraisers reasonably satisfactory to the Agent setting forth the orderly liquidation value of the Maximum Loan Amount for five (5) consecutive Business Daysmachinery and equipment of Borrower or any of its Subsidiaries and the fair market value of all or any portion of such real Property of Borrower or any of its Subsidiaries, except for in each case appraised at the time of such appraisals. After receipt of such appraisals, 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; providedsuch Property may be undertaken or required by Agent pursuant to Section 4.2(k) and/or Section 5.2, that so long the results of which shall result in changes in the “Borrowing Base” based upon changes in the components thereof relating to such Property as no Event of Default shall have occurred during necessary and required. Further, if a calendar year, Borrowers shall not be obligated to reimburse Agent for more than one (1) appraisal Subsidiary of the Equipment (including Fleet AssetsBorrower exercises reinvestment rights under Section 1.8(c) and the Property in which such calendar year (increasing Subsidiary reinvests constitutes equipment, machinery and/or real Property that the Borrower desires to two (2) include in the “Borrowing Base” under the Borrowing Base Certificate, then Agent may require, as a condition thereto, appraisals of Equipment (including Fleet Assets) such Property that otherwise comply with the requirements of Section 4.2(k). The “Borrowing Base” shall be calculated in a calendar year if at any time during such calendar year Undrawn Availability is less than fifteen percent (15.0%) accordance with the terms 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)Borrowing Base Certificate.

Appraisals. The Agent shall require Appraisals of all Borrowing Base Assets, which Appraisals shall be ordered by the Agent and reviewed and approved by the appraisal department of the Agent. Agent, in the exercise of its discretion and after giving notice to the Obligors, shall have the right to obtain re-Appraisals of all or any portion of the Borrowing Base Assets (a) after an Event of Default has occurred or is continuing (b) as required by the then current regulatory requirements generally applicable to real estate loans of the categories made under this Agreement as reasonably interpreted by the Agent; (c) at any time following a condemnation of more than an immaterial portion, as determined by the Agent, of an Approved Subdivision, and (d) upon any Material Adverse Change with respect to an Approved Subdivision as determined by the Agent (which in the case of (c) and (d), only the Borrowing Base Assets of that Approved Subdivision shall be re-appraised). Subject to the following, the Obligors acknowledge that the Agent may make changes or adjustments to the values set forth in any Appraisals as may be required by the Agent's appraisal department in the exercise of its Permitted Discretion good faith business judgment, and that the Agent is not bound by the value set forth in any Appraisal performed pursuant to this Agreement and does not make any representations or warranties with respect to any Appraisal. The Obligors further agree that the Lenders shall have no liability as a result of or in connection with 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 variance of such Appraisal from the fair value. The Obligors shall pay all costs and expenses related to the Appraisals and re-Appraisals performed pursuant to this Section within thirty (30) days of demand by the Agent. The Revolving Loan Maximum Availability may be decreased by reason of any new Appraisal or re-Appraisal upon the exercise of the sole discretion of the Required Lenders. Conversely, the Revolving Loan Maximum Availability may be increased by reason of any new Appraisal or re-Appraisal upon approval of the Required Lenders, but in no event shall Revolving Loan Maximum Availability be increased by reason of any Appraisal that is obtained when an Event of Default exists and is continuing. At any time the sum of (i) the aggregate principal amount of all Revolving Loans outstanding at such time plus (ii) the aggregate L/C Obligations outstanding at such time exceeds the Revolving Loan Borrowing Limit by reason of any new Appraisal or re-Appraisal, but the Obligors are in compliance with all Financial Covenants, the Obligors shall at be granted one hundred-eighty (180) days from the written direction date of Required Lenders but only notice from the Agent to either (A) make a principal payment in an amount that restores compliance or (B) provide additional Collateral satisfactory to the Agent in amount and kind that restores compliance. In addition, in the event that the value of the Borrowing Base Assets is reduced as a result of a re-Appraisal, the Obligors may continue to receive advances of the Credit Facility to the extent Borrowers of the Collateral in the Borrowing Base which has not been reduced in value as the result of a re-Appraisal. Furthermore, the Obligors may continue to receive advances of the Credit Facility on the re-Appraised Collateral that has been reduced in value as the result of a re-Appraisal during the one hundred-eighty (180) day grace period identified above, provided, (i) there is availability in the Borrowing Base Assets when advance rates are obligated to reimburse Agent pursuant to calculated against Actual Costs Incurred and no other value impairment exists other than by re-Appraisal, (ii) the terms Obligors restore overall Collateral compliance within one hundred-eighty (180) days by repaying sums outstanding under the Credit Facility, providing sufficient acceptable additional Collateral, or a combination of this Section 4.7)both, at any time after (iii) the Closing Date and from time to time, engage the services of an Approved Appraiser, advances will be for the purpose of appraising Credit Parties' assets; providedcompleting Sold Units or completing Land Under Development, that so long as (iv) the Obligors are in compliance with all Financial Covenants and no Event of Default shall have has occurred during a calendar yearand no Default has occurred and is continuing, Agent shall not conduct more than one and (1v) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing Obligors are continuing operations, selling homes, taking sales 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 Dayssettlement, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated)and repaying debt. 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 This section shall not be subject to any provision of this Agreement or any of the other Loan Documents which requires the Agent to provide the Obligors notice of non-compliance or additional time periods to perform. The grace periods provided above, and any notice that the Agent is obligated to reimburse Agent for more than one (1) appraisal of provide as stated above shall be 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 sole grace periods and notice that 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)Obligors shall receive.

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 year, and be continuing. The Borrowers shall not be obligated 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 Component and to any 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&E.

Appraisals. (a) The Agent may on behalf of the Banks shall require biennial Appraisals of each of the Mortgaged Properties, which will be ordered by the Agent and reviewed and approved by the appraisal department of the Agent, or, if the Agent's appraisal department has determined that the value of any Mortgaged Property is more than five percent (5%) different from the value for such Mortgaged Property as set forth in its Permitted Discretion (and shall at the written direction of Required Lenders but only Appraisal delivered to the extent Borrowers are obligated Agent by the Borrower, by the appraisal departments of the Majority Banks, in order to reimburse Agent pursuant determine the current Appraised Value and Borrowing Base of the Mortgaged Property, and the Borrower shall pay to the terms Agent on demand all reasonable costs of this Section 4.7), at any time after all such Appraisals relating to the Closing Date and from time to time, engage Mortgaged Property of the services of an Approved Appraiser, for the purpose of appraising Credit Parties' assetsBorrower; provided, however, that so long as (i) no Default or Event of Default shall have occurred during a calendar yearand be continuing, Agent (ii) regulatory requirements of any Bank generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Bank shall not conduct require more than one frequent Appraisals and (1iii) appraisal there has been no material change in the market for the leasing of any 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 Mortgaged Properties as reasonably determined by the Maximum Loan Amount for five (5) consecutive Business DaysAgent, 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 Borrower shall not be obligated required to reimburse Agent pay for Appraisals for a particular Mortgaged Property more often than one once in any twenty-four (124) appraisal month period, with the result that unless any such condition shall occur the first Appraisals of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior to the date which is twenty- four (24) months from the date of the Equipment (including Fleet Assets) Appraisal for such Mortgaged Property delivered to the Agent pursuant to this Agreement. Notwithstanding the foregoing provisions, however, in such calendar year (increasing to two (2) appraisals the event 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%) material change of the Maximum Loan Amount type referred to in clause (iii), the Borrower shall not be required to pay for five Appraisals of the affected Mortgaged Property or Mortgaged Properties more often than once in any twelve (512) consecutive Business Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated)month period.

Appraisals. The Administrative Agent may in its Permitted Discretion from time to time (and shall at upon the written direction request of (x) the Required Lenders but only to or (y) the extent Borrowers are obligated to reimburse Agent pursuant to Borrower, which request by 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 Borrower shall be made no Event of Default shall have occurred during a more than once in each calendar year) obtain an Appraisal of any Mortgaged Property (which Appraisal shall, if applicable with respect to any restoration or renovation of such Mortgaged Property, contain an estimate of the appraised value of such Mortgaged Property upon completion of such restoration or renovation) and the Borrower shall, and shall cause each of its Subsidiaries to, cooperate fully with the Appraiser selected by the Administrative Agent to conduct such Appraisals; provided that the Administrative Agent shall not conduct obtain an Appraisal for any Mortgaged Property more than one (1) appraisal of the Equipment (including Fleet Assets) once in such any calendar year unless (increasing to two (2a) 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 has occurred, (b) such timeAppraisal is being obtained in connection with the proposed restoration of a Mortgaged Property pursuant to paragraph 2(b)(ii)(7) of Schedule 8.03(c) or (c) the Administrative Agent reasonably believes that one or more events have occurred which could reasonably be expected to have, either individually or in the aggregate, a materially adverse impact on the value of such Mortgaged Property or a Material Adverse Effect. In the event that any Credit Party or any of its respective Subsidiaries obtains an appraisal of one or more of the Mortgaged Properties other than pursuant to this Section 8.14, the Borrower shall deliver a copy of such appraisal to the Administrative Agent promptly upon the completion thereof and the Administrative Agent may elect, in its sole discretion and subject to the approval of the Required Lenders and Applicable Laws, to treat such appraisal as an Appraisal. In the event that the Administrative Agent obtains an Appraisal of any Mortgaged Property and an Event of Default does not exist, the Administrative Agent shall consult with Borrowing Agent as deliver a copy of such Appraisal to the identity Borrower upon the completion thereof. The Administrative Agent shall deliver a copy of any such Approved AppraiserAppraisal obtained by or delivered to it pursuant to this Section 8.14 to each Lender. Borrowers Any increase or decrease in the Appraised Value of a Mortgaged Property as reflected in an updated Appraisal shall reimburse Agent for be shown on the costs, expenses and charges incurred by Agent in respect of any appraisalnext Borrowing Base Certificate delivered to the Lenders pursuant to Section 8.01(j); provided, however, that so long as no Event before an increase in Appraised Value with respect to a Mortgaged Property may be taken into account in calculating the Borrowing Base Property Value of Default shall have occurred during a calendar yearsuch Mortgaged Property, Borrowers shall not be obligated the Borrower must amend the Mortgage encumbering such Mortgaged Property to reimburse Agent for more than one (1) appraisal the extent necessary to cause the full amount of the Equipment (including Fleet Assets) in increased Appraised Value to be encumbered by the Lien of 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)Mortgage.

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. Agent may in its Permitted Discretion (and Each Investment Vehicle shall at the written direction of Required Lenders but only obtain annual opinions as to the extent Borrowers are obligated Appraised Value and Projected Net Proceeds of each Investment held by it. Any Person selected to reimburse Agent appraise an Investment must be a Qualified Appraiser. Appraisers will be rotated or replaced so that no Investment is appraised by the same appraiser for more than three consecutive years. GMIMCo shall have the right to approve the Qualified Appraiser and the assumptions underlying each appraisal, such approval not to be unreasonably withheld. If (i) GMIMCo does not approve the assumptions underlying an appraisal and the applicable Investment is the subject of an Initial Forced Sale Notice or a redemption pursuant to Article 4, (ii) the Appraised Value has not been determined within the one year period prior to an Initial Forced Sale Notice or the Proposed Liquidation Date, as applicable, or (iii) an event (including a bona fide third party purchase offer that differs from the most recent appraisal by more than five percent (5%) (but not including any such bona fide offer received in connection with the marketing of an Investment for sale for purposes of funding any redemption or other payments required to be made to any GM Investor under the terms of this Section 4.7Agreement)) has occurred subsequent to the most recent appraisal which GMIMCo or the Holding Partnership believes would be reasonably likely to have had a material effect on the value of the Investment, then the parties shall attempt to agree on an Appraised Value and Projected Net Proceeds, and if the parties are unable to reach such an agreement, within twenty days after the applicable Initial Forced Sale Notice or at least twenty days after GMIMCo receives notice of the Proposed Liquidation Date, the applicable Investment Vehicle shall obtain a new appraisal or appraisals with a Qualified Appraiser and assumptions approved by GMIMCo (such approval not to be unreasonably withheld), at any time after as follows: GMIMCo shall notify the Closing Date applicable Investment Vehicle in writing (the "Appraisal Notice") of its intent to trigger this appraisal process. Within ten days following the Appraisal Notice (the "Appointment Date"), each of GMIMCo, on the one hand, and from time such Investment Vehicle, on the other hand, shall select a Qualified Appraiser. Within ten days following the Appointment Date, the first two Qualified Appraisers shall select a third Qualified Appraiser. Within thirty days following the Appointment Date, each of the first two Qualified Appraisers shall render its opinion as to timethe Appraised Value of the affected Investment or Investments and the Projected Net Proceeds that would be distributable with respect to a sale thereof as of the date of the appraisal or, engage in the services case of an Approved Appraisera forced sale, for as of the purpose date immediately prior to the earlier of appraising Credit Parties' assets; provided(i) the Triggering Decision or (ii), that so long if applicable, public announcement or other media coverage of the Triggering Decision (i.e., without giving effect to the Triggering Decision). If the difference, if any, between the opinions of the first two Qualified Appraisers as no Event of Default shall have occurred during a calendar year, Agent shall to the Projected Net Proceeds is not conduct more greater than one percent (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 Daysaverage of the two opinions, except for appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated)the Projected Net Proceeds shall be the average of the two opinions. Absent If 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 difference is greater than one percent (1) appraisal %), the third Qualified Appraiser shall select the opinion of one of the Equipment (including Fleet Assets) in such calendar year (increasing first two Qualified Appraisers 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 be 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)Projected Net Proceeds.

Appraisals. Each Loan Party will permit Agent and each of its representatives or agents to conduct appraisals and valuations of the Collateral at such times and intervals as Agent may in its Permitted Discretion (designate. Such appraisals and valuations shall be at the written direction of Required Lenders but Borrowers’ expense; provided, that, Borrowers shall only to the extent Borrowers are obligated be required 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 (1i) appraisal of the Equipment (including Fleet Assets) in such calendar year (increasing up to two (2) appraisals and valuations in any 12 consecutive month period plus any additional appraisals and valuations that are conducted during the existence of Equipment an Event of Default, (including Fleet Assetsii) in addition to any appraisals and valuations under the foregoing clause (i), an appraisal of any real property owned by a calendar year if at any time during such calendar year Undrawn Availability is less than fifteen percent Loan Party that remains subject to the Mortgages, which appraisal under this clause (15.0%ii) shall commence on or before the earlier of (x) January 15, 2023 or (y) the last day of the Maximum Loan Amount calendar month in which the Mortgaged Real Estate Disposition closes. Agent shall promptly upon receipt of any appraisal or valuation provide a copy of same to Borrowers for review and Borrowers shall have a period of five (5) consecutive Business DaysDays to review and raise questions or concerns with Agent and any applicable appraiser, except for appraisals conducted in connection with a proposed Permitted Acquisition provided that (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 (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 percent (15.0%) of the Maximum Loan Amount for five (5) consecutive Business DaysDay period and any time thereafter, except for appraisals conducted Agent shall be permitted to make any adjustments to the Borrowing Base (and any items included in connection with the Borrowing Base) that are otherwise permitted by this Agreement, (ii) Agent shall have no obligation to deliver any such appraisal or valuation to Borrowers if such disclosure is prohibited by the appraiser that prepared such appraisal or valuation (it being agreed that Agent shall use commercially reasonable efforts to obtain such appraiser’s consent to such disclosure), and (iii) Borrowers shall deliver executed non-reliance letters as may be reasonably requested by Agent or any such appraiser as a proposed Permitted Acquisition (whether or not consummated)condition to receipt of copies of such appraisals.

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. (a) At Borrowers’ option (but as to any Collateral Property, not more than one time during the term of this Agreement and one time with respect to a Villa Unit complex becoming Eligible Owned Real Estate), Administrative Agent shall, on behalf of the Lenders, obtain current Appraisals of each of the Collateral Properties. Such Appraisals will be ordered by Administrative Agent, in order to determine the current Appraised Value of the Collateral Properties, and Borrowers shall pay to Administrative Agent within ten (10) days of demand all reasonable costs of such Appraisals. For the avoidance of doubt, the Appraisals must be acceptable to Administrative Agent. (b) Administrative Agent may obtain new Appraisals or an update to existing Appraisals with respect to the Real Estate, or any of them, as Administrative Agent shall determine (i) at any time that the regulatory requirements of any Lender generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender shall require that such Lender obtain a new or updated Appraisal in its Permitted Discretion order to comply with such regulatory requirements, (and shall at the written direction ii) in connection with an expansion of Required Lenders a Collateral Property (but only with respect to the extent Borrowers are obligated to reimburse such Collateral Property), (iii) at any time that a Default or Event of Default has occurred and is continuing, (iv) if Administrative Agent pursuant to reasonably believes that there has been a casualty (which is not being restored in accordance with the terms of this Section 4.7the Loan Documents), Taking or material adverse change or deterioration with respect to a Collateral Property itself (as opposed to a material adverse change in the market in which such Collateral Property is located or other changes in facts or circumstances that do not relate just to such Collateral Property), (v) in connection with a Commitment Increase, (vi) in connection with an extension of the Maturity Date as provided in Section 2.11, and (vii) at any time after the Closing Date and from time to timerequest of the Majority Real Estate Revolving Loan Lenders, 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 other time during the term of this Agreement. The expense of such Appraisals or updates performed pursuant to (x) Section 5.2(b)(i) and 5.2(b)(vii) shall be borne by Borrowers up to once per twelve (12) month period of the Equipment Loans (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 except upon and 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 continuation of an Event of Default 96 US_Active\120558968\V-3 US_ACTIVE\122519032\V-4 Default, in which event any and all Appraisals shall be at such timeBorrowers’ expense prior to any foreclosure or deed in lieu transaction) and (y) Section 5.2(b)(ii), 5.2(b)(iii), 5.2(b)(iv), 5.2(b)(v) and 5.2(b)(vi) shall be borne by Borrowers and, in each case, payable to Administrative Agent within thirty (30) days following demand. Notwithstanding the foregoing, no Collateral Property shall consult be appraised more than once in any twelve (12)-month period for purposes of determining Real Estate Borrowing Base Availability. (c) Each Borrower acknowledges that Administrative Agent has the right to approve any Appraisal performed pursuant to this Agreement. Each Borrower further agrees that the Lenders and Administrative Agent do not make any representations or warranties with Borrowing Agent as respect to the identity of any such Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses Appraisal and charges incurred by Agent in respect of any appraisal; provided, that so long as no Event of Default shall have occurred during no liability as a calendar year, Borrowers shall not be obligated to reimburse Agent for more than one (1) appraisal result 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 or in connection with a proposed Permitted Acquisition (whether any such Appraisal for statements contained in such Appraisal, including 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 such Xxxxxxxx’s idea of the value of such property. Section 5.3

Appraisals. Administrative Agent may obtain from time to time an appraisal of all or any part of any of the Properties, prepared in its Permitted Discretion (accordance with written instructions from Administrative Agent, from a third-party appraiser satisfactory to, and engaged directly by, Administrative Agent at Administrative Agent’s cost and expense, except as provided below. The cost of any such appraisal, including any costs for internal review thereof, obtained by Administrative Agent in connection with any extension of the maturity of the Loan, and the cost of each such appraisal obtained by Administrative Agent following the occurrence of a Default, shall by borne by Borrowers and shall at be paid by Borrowers on written demand by Administrative Agent. Administrative Agent shall provide a copy of such appraisal to each Lender promptly after receipt. In addition, provided (a) no Default or Potential Default has occurred and is continuing, (b) Borrowers have delivered to Administrative Agent Administrative Agent’s standard disclosure and indemnification agreements regarding appraisals, and (c) Borrowers have reimbursed Administrative Agent for the written direction cost of Required Lenders but only such appraisal, including any costs for internal review thereof, to the extent Borrowers are obligated to reimburse Agent pursuant to the terms of required by this Section 4.7)4.16, Administrative Agent shall provide a copy of such appraisal to Borrowers. Provided no Default or Potential Default has occurred and is continuing, Borrowers shall have the right to request that Administrative Agent obtain, at Borrowers’ sole cost and expense, including any time after costs for internal review thereof, new appraisals of all or any of the Closing Date Properties. In the event Administrative Agent agrees to deliver any appraisal to Borrowers, Administrative Agent and from time to time, engage Lenders do not (a) represent that the services presumptions or opinions in any appraisal are relevant or accurate; (b) represent that any appraisal has been or has not been approved by Administrative Agent or any Lender; or (c) represent that Administrative Agent or any Lender endorses or does not endorse the opinions set forth in any appraisal. Each Borrower agrees that any transmittal by Administrative Agent 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) any appraisal of the Equipment (including Fleet Assets) Property to Borrowers is given without representation or warranty. Borrowers will hold any appraisal delivered by Administrative Agent to Borrowers in such calendar year (increasing confidence and will not distribute it 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 Daysother person or entity, except for appraisals conducted Borrowers’ employees, agents, attorneys, consultants, or unless compelled by Law or judicial proceedings, without Administrative Agent’s prior written consent (which consent shall not be withheld, conditioned or delayed unreasonably). Each Borrower waives any and all present and future claims, actions, causes of action, defenses and/or counterclaims which it may now or hereafter assert against Administrative Agent and any Lender in connection with a proposed Permitted Acquisition (whether the content 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 accuracy of any such Approved Appraiser. Borrowers shall reimburse Agent for the costsappraisal, expenses and charges incurred by Agent in respect Borrowers’ use of any such appraisal; provided, that so long as no Event and subsequent use of Default shall have occurred during a calendar year, Borrowers shall not be obligated any such appraisal by any third party to reimburse Agent for more than one (1) appraisal of whom any Borrower provides 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)appraisal.

Appraisals. Administrative Agent may obtain from time to time an appraisal of all or any part of any Property, prepared in its Permitted Discretion accordance with written instructions from Administrative Agent, from a third-party appraiser satisfactory to, and engaged directly by, Administrative Agent at Administrative Agent’s cost and expense, except as provided below. The cost of any such appraisal, including any costs for internal review thereof, obtained by Administrative Agent in connection with any extension of the maturity of the Loan (provided, however, that Administrative Agent shall not require more than one appraisal per 12-month period unless requested by Xxxxxxxx), and the cost of each such appraisal obtained by Administrative Agent following the occurrence of a Default, shall by borne by Borrower and shall at be paid by Borrower on written demand by Administrative Agent. Administrative Agent shall provide a copy of such appraisal to each Lender promptly after receipt. In addition, provided (a) no Default or Potential Default has occurred and is continuing, (b) Borrower has delivered to Administrative Agent Administrative Agent’s standard disclosure and indemnification agreements regarding appraisals, and (c) Xxxxxxxx has reimbursed Administrative Agent for the written direction cost of Required Lenders but only such appraisal, including any costs for internal review thereof, to the extent Borrowers are obligated to reimburse Agent pursuant to the terms of required by this Section 4.7)4.17, Administrative Agent shall provide a copy of such appraisal to Borrower. Provided no Default or Potential Default has occurred and is continuing, Borrower shall have the right to request that Administrative Agent obtain, at Borrower’s sole cost and expense, including any time after the Closing Date and from time to timecosts for internal review thereof, 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) new appraisal of the Equipment Property. In the event Administrative Agent agrees to deliver any appraisal to Xxxxxxxx, Administrative Agent and Lenders do not (including Fleet Assetsi) represent that the presumptions or opinions in such calendar year any appraisal are relevant or accurate; (increasing to two ii) represent that any appraisal has been or has not been approved by Administrative Agent or any Lender; or (2iii) appraisals represent that Administrative Agent or any Lender endorses or does not endorse the opinions set forth in any appraisal. Xxxxxxxx agrees that any transmittal by Administrative Agent 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%) appraisal of the Maximum Loan Amount for five (5) consecutive Business DaysProperty to Borrower is given without representation or warranty. Borrower will hold any appraisal delivered by Administrative Agent to Borrower in confidence and will not distribute it to any other person or entity, except for appraisals conducted Borrower’s employees, agents, attorneys, consultants, or unless compelled by Law or judicial proceedings, without Administrative Agent’s prior written consent. Borrower waives any and all present and future claims, actions, causes of action, defenses and/or counterclaims which it may now or hereafter assert against Administrative Agent and any Lender in connection with a proposed Permitted Acquisition (whether the content 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 accuracy of any such Approved Appraiser. Borrowers shall reimburse Agent for the costsappraisal, expenses and charges incurred by Agent in respect Borrower’s use of any such appraisal; provided, that so long as no Event and subsequent use of Default shall have occurred during a calendar year, Borrowers shall not be obligated any such appraisal by any third party to reimburse Agent for more than one (1) appraisal of whom Borrower provides 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).appraisal. 4.18

Appraisals. In the event that either Administrative Agent, Collateral Agent may or the Required Lenders have reasonable cause to believe that a material reduction in value of any Material Real Property has occurred since the Closing Date or the date of acquisition of such Material Real Property acquired after the Closing Date, in each case, applying the Closing Date Methodology, then, upon the request of Administrative Agent, Collateral Agent or the Required Lenders, Borrower will, and will cause each of its Permitted Discretion Subsidiaries to, cause an Approved Appraiser designated by Administrative Agent or Collateral Agent (and shall at the written direction of the Required Lenders but only Lenders) in consultation with Borrower to conduct appraisals of such Material Real Property (each such appraisal, a “MRP Appraisal”), which appraisals (x) shall be in the same form as the Closing Date Appraisals and apply the Closing Date Methodology, and (y) shall be delivered to Borrower for purposes of its review of the results of such MRP Appraisal a reasonable period of time prior to the extent Borrowers are obligated effectiveness thereof. The MRP Appraisals shall be conducted and delivered to reimburse Administrative Agent pursuant and Collateral Agent all at the cost and expense of Borrower (a) subject to the terms provisions of this Section 4.7clause (b) below, at the request of Administrative Agent or Collateral Agent (at the direction of the Required Lenders), no more than one time during any twelve-month period and (b) at any time at the request of Administrative Agent or Collateral Agent (at the direction of the Required Lenders) after the Closing Date occurrence and during the continuation of an Event of Default. In addition to the foregoing, Administrative Agent and Collateral Agent (at the direction of the Required Lenders) will have the right at any time to conduct MRP Appraisals at the expense of the Lenders 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).