Common use of Appraisals Clause in Contracts

Appraisals. Agent may, in its Permitted Discretion, at any time after the Seventh Amendment Effective Date and from time to time, (a) engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of the Loan Parties’ assets (including without limitation Inventory) and (b) engage the services of an independent financial advisor, and such advisor shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating to the operation of each Loan Party’s business. 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 firms; provided that it is agreed by the parties hereto that FTI Consulting, Inc. shall be deemed to be an acceptable financial advisor. In the event the value of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advances. All of the fees and out-of-pocket costs and expenses of any appraisals and reports conducted pursuant to this Section 4.7 shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers. Notwithstanding the foregoing, no more than two (2) appraisals of Inventory shall be conducted at the expense of the Borrowers during any consecutive twelve (12) month period, and (ii) if an Event of Default shall exist, then notwithstanding anything to the contrary in the foregoing clause (i), there shall be no limitation on the number or frequency of appraisals which may be conducted at the expense of the Borrowers.

Appraisals. (a) The Agent maymay on behalf of the Lenders obtain current Appraisals of the Unencumbered Pool Properties as set forth in the definition of Unencumbered Pool Value. In any such case, said Appraisals will be ordered by Agent and reviewed and approved by the appraisal department of the Agent, in its Permitted Discretionorder to determine the current Appraised Value of the applicable Unencumbered Pool Properties, and the Borrower shall pay to Agent within ten (10) days of demand all reasonable costs of such Appraisals. (b) Notwithstanding the provisions of §5.2(a), the Agent may obtain new Appraisals or an update to existing Appraisals with respect to the Unencumbered Pool Properties, or any of them, as the Agent shall determine (i) at any time after that the Seventh Amendment Effective Date and from time regulatory requirements of any Lender generally applicable to timereal estate loans of the category made under this Agreement as reasonably interpreted by such Lender shall require more frequent Appraisals, (aii) engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of the Loan Parties’ assets (including without limitation Inventory) and (b) engage the services of an independent financial advisor, and such advisor shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating to the operation of each Loan Party’s business. Absent the occurrence and continuance of any time following an Event of Default, (iii) if the Agent reasonably believes that there has been a material adverse change or deterioration with respect to any Unencumbered Pool Property, including, without limitation, a material change in the market in which any Unencumbered Pool Property is located, or (iv) so long as no Event of Default then exists, at such time, Agent shall consult with Borrowing Agent as to the identity request of the Borrower in the event of any such firms; provided that it is agreed by the parties hereto that FTI Consulting, Inc. shall be deemed material construction or alterations to be an acceptable financial advisorUnencumbered Pool Property. In the event the value of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess The expense of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advances. All of the fees and out-of-pocket costs and expenses of any appraisals and reports conducted Appraisals and/or updates performed pursuant to this Section 4.7 §5.2(b) shall be paid borne by the Borrower and payable to Agent within fifteen (15) days of demand; provided the Borrower shall not be obligated to pay for when due, an Appraisal of a Unencumbered Pool Property obtained pursuant to this §5.2(b) more often than once in full and without deduction, off-set or counterclaim by Borrowers. Notwithstanding the foregoing, no more than two (2) appraisals any period of Inventory shall be conducted at the expense of the Borrowers during any consecutive twelve (12) month periodmonths. (c) The Borrower acknowledges that the Agent has the right to approve any Appraisal performed pursuant to this Agreement. The Borrower further agrees that the Lenders and Agent do not make any representations or warranties with respect to any such Appraisal and 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 (ii) if an Event completeness of Default shall existinformation, then notwithstanding anything to estimates, conclusions and opinions contained in such Appraisal, or variance of such Appraisal from the contrary in fair value of such property that is the foregoing clause (i)subject of such Appraisal given by the local tax assessor’s office, there shall be no limitation on or the number or frequency of appraisals which may be conducted at the expense Borrower’s idea of the Borrowersvalue of such property.

Appraisals. Solely to the extent the amount of Revolving Advances available to be made with respect to any assets included in the Formula Amount is based or determined upon an appraised value of such assets (including without limitation, orderly liquidation value, net orderly liquidation value or any other valuation methodology), Agent may, in its Permitted Discretion, at any time after the Seventh Amendment Effective Date and from time to time, (a) Discretion engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of the Loan Parties’ assets (including without limitation Inventory) and (b) engage the services of an independent financial advisorsuch assets, and such advisor shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating to the operation of each Loan Party’s business. Absent the occurrence and continuance of unless an Event of Default at such timeshall have occurred and be continuing, Agent shall consult with Borrowing Agent as to the identity of any such firms; provided that it is agreed by the parties hereto that FTI Consulting, Inc. shall be deemed to be an acceptable financial advisor. In the event the value of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advancesfirm. All of the fees and out-of-pocket costs and expenses of any appraisals and reports conducted pursuant to this Section 4.7 shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers. Notwithstanding the foregoing, (i) no more than two one (21) appraisals of Inventory appraisal shall be conducted at the expense of the Borrowers during any consecutive trailing twelve (12) month period in which a Cash Dominion Period does not exist, (ii) during a Cash Dominion Period, no more than two (2) appraisals shall be conducted at the expense of the Borrowers during any trailing twelve (12) month period, and (iiiii) if an any Event of Default shall exist, then notwithstanding anything to the contrary in the foregoing clause clauses (i) and (ii), there shall be no limitation on the number or frequency of appraisals which may be conducted at the expense of the Borrowers.

Appraisals. Agent mayAudit, in its Permitted Discretion, at any time after the Seventh Amendment Effective Date and from time to time, (a) engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of the Loan Parties’ assets (including without limitation Inventory) and (b) engage the services of an independent financial advisorappraisal, and such advisor shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating to the operation of each Loan Party’s business. 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 firms; provided that it is agreed by the parties hereto that FTI Consulting, Inc. shall be deemed to be an acceptable financial advisor. In the event the value of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advances. All of the valuation fees and charges as follows (i) a fee of $850 per day, per auditor, plus out-of-pocket costs expenses for each collateral audit of a Borrower performed by personnel employed by Agent, which collateral audits may be performed as frequently as Agent deems necessary, provided, however that so long as no Event of Default shall have occurred and expenses of any appraisals and reports conducted pursuant to this Section 4.7 shall be paid continuing, Borrowers shall not be obligated to reimburse Agent for when due, in full and without deduction, off-set or counterclaim by Borrowers. Notwithstanding the foregoing, no more than two 3 collateral audits during any calendar year (2) appraisals of Inventory shall be conducted with additional collateral audits at the expense of the Borrowers during any consecutive twelve (12) month periodAgent's expense), and (ii) if an Event implemented, a fee of Default shall exist$850 per day, then notwithstanding anything to per applicable individual, plus out of pocket expenses for the contrary in the foregoing clause establishment of electronic collateral reporting systems, (i)iii) a fee of $1,500 per day per appraiser, there shall be no limitation on the number or frequency of appraisals which may be conducted at the expense plus out-of-pocket expenses, for each appraisal of the Collateral, or any portion thereof, performed by personnel employed by Agent, and (iv) the reasonable charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits of Borrowers or their Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Borrowers.' and their Subsidiaries' business valuation. Agent shall have the right to have the Inventory reappraised by a qualified appraisal company selected by Agent:

Appraisals. Agent may, in its Permitted Discretion, (a) at any time after the Seventh Amendment Effective Closing Date and from time to time, (a) engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values value of the Loan Parties’ ' assets (including without limitation Inventory) Intellectual Property and the LTO Program), (b) at any time after the Third Amendment Effective Date, engage the services of an independent financial advisor, and such financial advisor shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating to the operation of each Loan Party’s 's business, and (c) at any time during the Quality of Earnings Reporting Period, engage the services of a third party firm acceptable to Agent in its Permitted Discretion, for the purpose of performing a quality of earnings report. 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 firms; provided provided, that it is agreed by the parties hereto that FTI Consulting▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Asset Advisors, Inc. LLC shall be deemed to be an acceptable financial advisor. In the event firm for purposes of appraising the value of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess AdvancesLTO Program. All of the fees and out-of-pocket costs and expenses of any appraisals and reports conducted conducted, or engagement made, pursuant to this Section 4.7 shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers; provided, that Borrowers shall not be responsible to pay or reimburse Agent for any such fees and out-of-pocket costs and expenses of an independent financial advisor engaged pursuant to the foregoing clause (b) of this Section 4.7 to the extent incurred or accrued after the last day of the month in which Agent receives financial statements and the related Compliance Certificate required by Section 9.8 hereof demonstrating that Quantum and its Subsidiaries, on a consolidated basis, are in compliance with each of the financial covenants set forth in Section 6.5 hereof (as in effect immediately prior to the Third Amendment Effective Date) for the four (4) fiscal quarter period then ended; provided further, that for purposes of determining compliance with the financial covenants set forth in Section 6.5 hereof (as in effect immediately prior to the Third Amendment Effective Date) for purposes of this proviso, EBITDA shall be calculated without giving effect to clause (c)(xviii) of the definition of EBITDA. Notwithstanding the foregoing, (i) no more than one (1) quality of earnings report shall be performed at the expense of the Borrowers during the Term, (ii) no more than two (2) appraisals of Inventory Intellectual Property (which shall include, without limitation, appraisals of the LTO Program) shall be conducted at the expense of the Borrowers during any consecutive twelve (12) month period, and (iiiii) if an Event of Default shall exist, then notwithstanding anything to the contrary in the foregoing clause (iii), there shall be no limitation on the number or frequency of appraisals which may be conducted at the expense of the Borrowers. (m) Section 6.5 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Appraisals. The Borrowers will obtain and deliver to the Administrative Agent mayand the Co-Collateral Agents appraisal reports in form and substance and from appraisers satisfactory to the Administrative Agent, in its Permitted Discretionstating the then current fair market, orderly liquidation and forced liquidation values of all or any portion of the inventory owned by the Borrowers and their Subsidiaries. Such appraisals shall be conducted at the Borrowers’ expense no less frequently than three (3) times during each Fiscal Year; provided that at any time after the Seventh Amendment Effective Date and from time to time, (a) engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values payment in full of the Indebtedness under the Second Lien Loan Parties’ assets (including without limitation Inventory) and (b) engage the services of an independent financial advisorFacility, and such advisor shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating to the operation of each Loan Party’s business. 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 firms; provided that it is agreed by the parties hereto that FTI Consulting, Inc. appraisals shall be deemed to be an acceptable financial advisor. In conducted at the event the value of the Loan PartiesBorrowers’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advances. All of the fees and out-of-pocket costs and expenses of any appraisals and reports conducted pursuant to this Section 4.7 shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers. Notwithstanding the foregoing, expense no more frequently than two (2) appraisals times during each Fiscal Year (or up to three (3) times in each Fiscal Year in the event that Excess Availability is less than the greater of Inventory shall be conducted at the expense (i) twenty-five percent (25%) of the Borrowers during any consecutive twelve lesser of (12A) month period, the Aggregate Borrowing Base and (B) the Total Commitment and (ii) if $90,000,000), unless, in either case, an Event of Default has occurred and is continuing, in which event additional appraisals requested by the Administrative Agent and/or any Co-Collateral Agent shall exist, then notwithstanding anything to the contrary in the foregoing clause (i), there shall be no limitation on the number or frequency of appraisals which may also be conducted and made at the expense of the Borrowers. In addition to the appraisal reports required to be obtained at the Borrowers’ expense under this §8.9.3, at times when no Event of Default has occurred and is continuing, if the Administrative Agent so elects to obtain one or more such additional reports, the Borrowers will cooperate with the Administrative Agent in the Administrative Agent’s obtaining such reports of an appraiser under this §8.9.3 and such additional reports shall be conducted at the Administrative Agent’s expense.

Appraisals. Agent mayOnce in each twelve month period (unless the Parent Borrower otherwise requests that additional appraisals of Inventory be conducted in the relevant twelve month period, in its Permitted Discretionas provided below), so long as Adjusted Excess Availability is not less than 40% of the Revolving Credit Line Cap, or no Specified Event of Default exists, at any time after the Seventh Amendment Effective Date request of the Administrative Agent or a Co-Collateral Agent, the Loan Parties will permit the Administrative Agent to conduct, and from time 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 timethe Administrative Agent, such appraisal or update to include, without limitation, information required by applicable law and regulations; provided that (a) engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of the Loan Parties’ assets (including without limitation Inventory) and (b) engage the services of an independent financial advisor, and such advisor shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating to the operation of each Loan Party’s business. Absent the occurrence and continuance of an if a Specified Event of Default at such time, Agent shall consult with Borrowing Agent as to the identity of any such firms; provided that it has occurred and is agreed by the parties hereto that FTI Consulting, Inc. shall be deemed to be an acceptable financial advisor. In the event the value of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advances. All of the fees and out-of-pocket costs and expenses of any appraisals and reports conducted pursuant to this Section 4.7 shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers. Notwithstanding the foregoing, no more than two (2) appraisals of Inventory shall be conducted at the expense of the Borrowers during any consecutive twelve (12) month period, and (ii) if an Event of Default shall exist, then notwithstanding anything to the contrary in the foregoing clause (i)continuing, there shall be no limitation on the number or frequency of such appraisals which that Administrative Agent may be conducted conduct at the expense of Borrowers, (b) if Adjusted Excess Availability is less than 40% of the Revolving Credit Line Cap during such twelve month period, upon the request of Administrative Agent or a Co-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 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 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 pursuant to clause (c) above.

Appraisals. Agent may, in its Permitted Discretion, at any time after the Seventh Amendment Effective and RestatementEffective Date and from time to time, (a) engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of the Loan Parties’ assets (including without limitation Inventory, Intellectual Property and the LTO Program) and (b) engage the services of an independent financial advisor, and such advisor shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating to the operation of each Loan Party’s business. 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 firms; provided that it is agreed by the parties hereto that (x) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Asset Advisors, LLC shall be deemed to be an acceptable firm for purposes of appraising the value of the LTO Program and (y) FTI Consulting, Inc. shall be deemed to be an acceptable financial advisor. In the event the value of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advances. All of the fees and out-of-pocket costs and expenses of any appraisals and reports conducted pursuant to this Section 4.7 shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers. Notwithstanding the foregoing, (i) no more than two (2) appraisals of Inventory and no more than one (1) appraisal of Intellectual Property (which may include, without limitation, an appraisal of the LTO Program) shall be conducted at the expense of the Borrowers during any consecutive twelve (12) month period, and (ii) if an Event of Default shall exist, then notwithstanding anything to the contrary in the foregoing clause (i), there shall be no limitation on the number or frequency of appraisals which may be conducted at the expense of the Borrowers.

Appraisals. Agent may, in its Permitted Discretion, at any time after the Seventh Amendment Effective Date and from time to time, (a) engage The Agent on behalf of the services Banks shall require biennial Appraisals of an independent each of the Mortgaged Properties, which will be ordered by the Agent and reviewed and approved by the appraisal firm or firms department of reputable standing, satisfactory to 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 the purpose of appraising Appraisal delivered to the then current values Agent by the Borrower, by the appraisal departments of the Loan Parties’ assets (including without limitation Inventory) Majority Banks, in order to determine the current Appraised Value and (b) engage Borrowing Base of the services of an independent financial advisorMortgaged Property, and the Borrower shall pay to the Agent on demand all reasonable costs of all such advisor shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers Appraisals relating to the operation Mortgaged Property of each Loan Party’s business. Absent the occurrence and continuance of an Borrower; provided, however, that so long as (i) no Default or Event of Default at shall have occurred and be continuing, (ii) regulatory requirements of any Bank generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such timeBank shall not require more frequent Appraisals and (iii) there has been no material change in the market for the leasing of any of the Mortgaged Properties as reasonably determined by the Agent, Agent the Borrower shall consult not be required to pay for Appraisals for a particular Mortgaged Property more often than once in any twenty-four (24) month period, with Borrowing Agent as 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 identity of any such firms; provided that it date which is agreed by twenty- four (24) months from the parties hereto that FTI Consulting, Inc. shall be deemed to be an acceptable financial advisor. In the event the value date of the Loan Parties’ assets, as so determined pursuant Appraisal for such Mortgaged Property delivered to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advances. All of the fees and out-of-pocket costs and expenses of any appraisals and reports conducted Agent pursuant to this Section 4.7 shall be paid for when due, in full and without deduction, off-set or counterclaim by BorrowersAgreement. Notwithstanding the foregoingforegoing provisions, no more than two (2) appraisals however, in the event of Inventory shall be conducted at the expense a material change of the Borrowers during type referred to in clause (iii), the Borrower shall not be required to pay for Appraisals of the affected Mortgaged Property or Mortgaged Properties more often than once in any consecutive twelve (12) month period. (b) Notwithstanding the provisions of Section 5.2(a), the Agent may, for the purpose of determining the current Appraised Value and Borrowing Base of the applicable Mortgaged Properties, perform annual internal studies updating and revising prior Appraisals with respect to the Mortgaged Properties or such portion thereof as the Agent shall determine at any time following (i) the occurrence of an event or condition which, in the reasonable judgment of the Agent, constitutes a material adverse change with respect to a Mortgaged Property or presents a reasonable likelihood that such a change shall occur in the future or (ii) if a condemnation of or uninsured casualty to a Mortgaged Property (provided that any such Appraisal as a result of an Event of Default shall exist, then notwithstanding anything to the contrary event or condition described in the foregoing clause (i), there ) or (ii) shall be no limitation limited to the affected Mortgaged Property). The expense of such Appraisals and updates performed pursuant to this Section 5.2(b) shall be borne by the Borrower, provided that the Borrower shall not be required to pay for any update pursuant to Section 5.2(b)(i) more often than once in any twelve (12) month period. (c) In the event that the Agent shall advise the Borrower, on the number basis of any Appraisal or frequency update pursuant to Section 5.2, that the Borrower's Borrowing Base is insufficient to comply with the requirements of appraisals which may Section 9.1, then until such Borrowing Base shall be conducted at restored to compliance with Section 9.1 the expense of the BorrowersBanks shall not be required to make advances under Section 2.1.

Appraisals. Agent may, in its Permitted Discretion, at any time after the Seventh Amendment Effective Closing Date and from time to time, (a) engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of the Loan Parties’ assets (including without limitation Inventory, Intellectual Property and the LTO Program) and (b) engage the services of an independent financial advisor, and such advisor shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating to the operation of each Loan Party’s business. 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 firms; provided that it is agreed by the parties hereto that (x) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Asset Advisors, LLC shall be deemed to be an acceptable firm for purposes of appraising the value of the LTO Program and (y) FTI Consulting, Inc. shall be deemed to be an acceptable financial advisor. In the event the value of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advances. All of the fees and out-of-pocket costs and expenses of any appraisals and reports conducted pursuant to this Section 4.7 shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers. Notwithstanding the foregoing, (i) no more than two (2) appraisals of Inventory and no more than two (2) appraisals of Intellectual Property (which may include, without limitation, an appraisal of the LTO Program) shall be conducted at the expense of the Borrowers during any consecutive twelve (12) month period, and (ii) if an Event of Default shall exist, then notwithstanding anything to the contrary in the foregoing clause (i), there shall be no limitation on the number or frequency of appraisals which may be conducted at the expense of the Borrowers.”

Appraisals. Agent may, in its Permitted Discretion, (a) at any time after the Seventh Amendment Effective Closing Date and from time to time, (a) engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values value of the Loan Parties’ assets (including without limitation InventoryIntellectual Property and the LTO Program) and (b) at any time during the Quality of Earnings Reporting Period, engage the services of an independent financial advisora third party firm acceptable to Agent in its Permitted Discretion, and such advisor shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have for the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating to the operation purpose of each Loan Party’s businessperforming a quality of earnings report. 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 firms; provided provided, that it is agreed by the parties hereto that FTI Consulting▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Asset Advisors, Inc. LLC shall be deemed to be an acceptable financial advisor. In the event firm for purposes of appraising the value of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess AdvancesLTO Program. All of the fees and out-of-pocket costs and expenses of any appraisals and reports conducted pursuant to this Section 4.7 shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers. Notwithstanding the foregoing, (i) no more than one (1) quality of earnings report shall be performed at the expense of the Borrowers during the Term, (ii) no more than one (1) appraisal of Intellectual Property (which shall include, without limitation, an appraisal of the LTO Program) shall be conducted at the expense of the Borrowers during any consecutive twelve (12) month period in which a Cash Dominion Period does not exist, (iii) during a Cash Dominion Period, no more than two (2) such appraisals of Inventory Intellectual Property shall be conducted at the expense of the Borrowers during any consecutive twelve (12) month period, and (iiiv) if an Event of Default shall exist, then notwithstanding anything to the contrary in the foregoing clause clauses (iii) and (iii), there shall be no limitation on the number or frequency of appraisals which may be conducted at the expense of the Borrowers.

Appraisals. Agent may, in its Permitted Discretion, (a) at any time after the Seventh Amendment Effective Closing Date and from time to time, (a) engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values value of the Loan Parties’ assets (including without limitation Inventory) Intellectual Property and the LTO Program), and (b) at any time after the Third Amendment Effective Date, engage the services of an independent financial advisor, and such financial advisor shall at all times thereafter be granted by Borrowers and their Subsidiaries with full access to, and shall at all times thereafter have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating to the operation of each Loan Party’s business<, and (c) at any time during the Quality of Earnings Reporting Period, engage the services of a third party firm acceptable to Agent in its Permitted Discretion, for the purpose of performing a quality of earnings report>. 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 firms; provided provided, that it is agreed by the parties hereto that (x) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Asset Advisors, LLC shall be deemed to be an acceptable firm for purposes of appraising the value of the LTO Program and (y) FTI Consulting, Inc. shall be deemed to be an acceptable financial advisor. In the event the value of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advances. All of the fees and out-of-pocket costs and expenses of any appraisals and reports conducted conducted, or engagement made, pursuant to this Section 4.7 shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers<; provided, that Borrowers shall not be responsible to pay or reimburse Agent for any such fees and out-of-pocket costs and expenses of an independent financial advisor engaged pursuant to the foregoing clause (b) of this Section 4.7 to the extent incurred or accrued after the last day of the month in which Agent receives financial statements and the related Compliance Certificate required by Section 9.8 hereof demonstrating that >Quantum and its Subsidiaries, on a consolidated basis, <are in compliance with each of the financial covenants >set forth in Section 6.5 <hereof (as in effect immediately prior to the Third Amendment Effective Date) for the four (4) >fiscal quarter <period then ended; provided further, that for purposes of determining compliance with the financial covenants set forth in Section 6.5 hereof (as in effect immediately prior to the Third Amendment Effective Date) for purposes of this proviso, EBITDA shall be calculated without giving effect to clause (c)(xviii) of the definition of EBITDA>. Notwithstanding the foregoing, (i) no more than one (1) quality of earnings report shall be performed at the expense of the Borrowers during the Term, (ii) no more than two (2) appraisals of Inventory Intellectual Property (which shall include, without limitation, appraisals of the LTO Program) shall be conducted at the expense of the Borrowers during any consecutive twelve (12) month period, and (iiiii) if an Event of Default shall exist, then notwithstanding anything to the contrary in the foregoing clause (iii), there shall be no limitation on the number or frequency of appraisals which may be conducted at the expense of the Borrowers.

Appraisals. (a) The Agent mayon behalf of the Lenders shall require Appraisals of each of the Mortgaged Properties, in its Permitted Discretion, at any time after which will be ordered by the Seventh Amendment Effective Date Agent and reviewed and approved by the appraisal department of the Agent from time to time, (a) engage in order to determine the services current Appraised Value and Borrowing Base of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of the Loan Parties’ assets (including without limitation Inventory) and (b) engage the services of an independent financial advisoreach Mortgaged Property, and such advisor the Borrower shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating pay to the operation of each Loan Party’s business. 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 firms; provided that it is agreed by the parties hereto that FTI Consulting, Inc. shall be deemed to be an acceptable financial advisor. In the event the value of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s on demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advances. All of the fees and all reasonable out-of-pocket costs of all such Appraisals relating to the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees of the Agent); PROVIDED, HOWEVER, that so long as no Default or Event of Default shall have occurred and expenses be continuing and regulatory requirements of any appraisals and reports conducted pursuant Lender generally applicable to this Section 4.7 shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers. Notwithstanding the foregoing, no more than two (2) appraisals of Inventory shall be conducted at the expense real estate loans of the Borrowers during category made under this Agreement as reasonably interpreted by such Lender shall not require more frequent Appraisals, and except as otherwise provided in Section 5.2(b) or Section 5.2(e), the Borrower shall not be required to pay for an Appraisal for a particular Mortgaged Property more often than once in any consecutive twelve twenty-four (1224) month period, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), the first Appraisal 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 initial Appraisal for such Mortgaged Property delivered to the Agent pursuant to this Agreement. (b) Notwithstanding the provisions of Section 5.2(a), the Agent on behalf of the Lenders may, for the purpose of determining the current Appraised Value and Borrowing Base of a Mortgaged Property, obtain (and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal review fees of the Agent) of an Appraisal (or an update of the existing Appraisal) of such Mortgaged Property (i) at any time that the regulatory requirements of a Lender generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender shall require an Appraisal, or (ii) if at any time following: (x) a condemnation of or a casualty affecting more than twenty five percent 25% of the Net Rentable Area of such Mortgaged Property, (y) the termination or expiration of Leases affecting more than twenty five percent (25%) of the Net Rentable Area of such Mortgaged Property or (z) the occurrence of a material adverse change with respect to such Mortgaged Property as determined by the Majority Lenders in the exercise of their good faith business judgment. If an Event Appraisal (or an update of Default the existing Appraisal) is being done in respect of a Mortgaged Property that has been affected by a condemnation or casualty which is being restored in accordance with the relevant provisions of Section 7.7 hereof or the Mortgage encumbering such Mortgaged Property, such Appraisal (or an update of the existing Appraisal) shall, at the election of the Agent on behalf of the Lenders, either (A) be undertaken only following the completion of such restoration or (B) take into account the fact that such restoration has not been completed and be prepared on an "as-built" basis, based on the plans and specifications for such restoration; and in either such case any such Appraisal (or an update of the existing Appraisal) shall existtake into account any termination of any Leases that have occurred as a result of such condemnation or casualty. (c) In the event that the Agent shall advise the Borrower, on the basis of any Appraisal (or update of an existing Appraisal), that the Borrowing Base is insufficient to comply with the requirements of Section 9.1, then notwithstanding anything until the Borrowing Base is increased or the outstanding principal amount of the Loans is reduced such that the Borrowing Base is in compliance with Section 9.1, the Lenders shall not be required to make advances under Section 2.1. (d) The Borrower, REA and each Guarantor acknowledge that the Agent may make changes or adjustments to the contrary value set forth in any Appraisal (or update of an existing Appraisal) at the foregoing clause time such Appraisal (ior update of an existing Appraisal) is received as may be required by the appraisal department of the Agent in its good faith business judgment, and that the Lenders are not bound by the value set forth in any Appraisal performed pursuant to this Agreement and do not make any representations or warranties with respect to any such Appraisal. The Borrower, REA and each Guarantor further agree that the Lenders shall have no liability as a result of or in connection with any Appraisal (or update of an existing Appraisal) for statements contained in such Appraisal (or update of an existing Appraisal), there including without limitation, the accuracy and completeness of information, estimates, conclusions and opinions contained in such Appraisal (or update of an existing Appraisal), or variance of such Appraisal (or update of an existing Appraisal) from the fair value of the Mortgaged Property that is the subject of such Appraisal (or update of an existing Appraisal) given by the local tax assessor's office, or the Borrower's, REA's or each Guarantor's idea of the value of the Mortgaged Property. (e) If requested to do so by the Borrower following the completion of a Capital Improvement Project at a Mortgaged Property, the Agent shall be no limitation on the number or frequency of appraisals which may be conducted obtain, at the sole cost and expense of the BorrowersBorrower, an Appraisal (or an update of the existing Appraisal) of such Mortgaged Property, and the Appraised Value as determined based on such new or updated Appraisal shall be used in order to determine the Borrowing Base of such Mortgaged Property.

Appraisals. Agent may, in its Permitted Discretion, at any time after the Seventh Amendment Effective Date and from time to time, (a) engage At intervals and frequency as reasonably specified by the services Administrative Agent or the Collateral Agent, the Borrowers and the Subsidiaries will provide the Administrative Agent and the Collateral Agent with appraisals or updates thereof of their Inventory, from an independent appraisal firm appraiser selected and engaged by the Administrative Agent or firms of reputable standingthe Collateral Agent, as applicable, and prepared on a basis reasonably satisfactory to the Administrative Agent and the Collateral Agent, for such appraisals and updates to include, without limitation, information required by Requirements of Law. Two such appraisals per calendar year shall be at the purpose of appraising the then current values sole expense of the Loan Parties’ assets ; provided that following the first anniversary of the Effective Date, the Administrative Agent and the Collateral Agent agree not to conduct (including without or cause to be conducted) more than one such appraisal every six months; and provided, further, that (a) notwithstanding the limitation Inventoryin the preceding proviso, an additional appraisal (and, for the avoidance of doubt, up to three such appraisals during such calendar year) shall be at the sole expense of the Loan Parties if a Minimum Availability Period has been in effect for a period of at least 30 consecutive days during such calendar year; and (b) engage the services of an independent financial advisor, and such advisor shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating to the operation of each Loan Party’s business. 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 firms; provided that it is agreed by the parties hereto that FTI Consulting, Inc. shall be deemed to be an acceptable financial advisor. In the event the value of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advances. All of the fees and out-of-pocket costs and expenses of any appraisals and reports conducted pursuant to this Section 4.7 shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers. Notwithstanding the foregoing, no more than two (2) appraisals of Inventory shall be conducted at the expense of the Borrowers during any consecutive twelve (12) month period, and (ii) if an Event of Default shall existhas occurred and is continuing, then notwithstanding anything to the contrary in the foregoing clause (i), there shall be no limitation on the as to number or and frequency of such appraisals which may that shall be conducted at the sole expense of the BorrowersLoan Parties. For purposes of this Section 5.11, it is understood and agreed that a (i) single appraisal may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets and (ii) only the reasonable and documented out-of-pocket charges, costs and expenses in connection with such appraisals shall be required to be reimbursed by the Loan Parties pursuant to this Section. (b) Notwithstanding the foregoing, if on the third anniversary of the Effective Date the aggregate Term Exposure is equal to or greater than $750,000,000, the Borrowers and the Subsidiaries, at their sole expense, shall promptly deliver appraisals or updates thereof of the Loan Parties’ equipment, buildings and real property that constitute Collateral from an appraiser selected and engaged by the Administrative Agent and prepared on a basis reasonably satisfactory to the Administrative Agent, to the extent necessary to establish compliance with the LTV Requirement.

Appraisals. Agent may, in its Permitted Discretion, at any time after the Seventh Amendment Effective and Restatement Date and from time to time, (a) engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of the Loan Parties’ assets (including without limitation Inventory, Intellectual Property and the LTO Program) and (b) engage the services of an independent financial advisor, and such advisor shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating to the operation of each Loan Party’s business. 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 firms; provided that it is agreed by the parties hereto that (x) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Asset Advisors, LLC shall be deemed to be an acceptable firm for purposes of appraising the value of the LTO Program and (y) FTI Consulting, Inc. shall be deemed to be an acceptable financial advisor. In the event the value of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advances. All of the fees and out-of-pocket costs and expenses of any appraisals and reports conducted pursuant to this Section 4.7 shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers. Notwithstanding the foregoing, (i) no more than two (2) appraisals of Inventory and no more than one (1) appraisal of Intellectual Property (which may include, without limitation, an appraisal of the LTO Program) shall be conducted at the expense of the Borrowers during any consecutive twelve (12) month period, and (ii) if an Event of Default shall exist, then notwithstanding anything to the contrary in the foregoing clause (i), there shall be no limitation on the number or frequency of appraisals which may be conducted at the expense of the Borrowers.

Appraisals. Agent mayAudit, in its Permitted Discretion, at any time after the Seventh Amendment Effective Date and from time to time, (a) engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of the Loan Parties’ assets (including without limitation Inventory) and (b) engage the services of an independent financial advisorappraisal, and such advisor shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating to the operation of each Loan Party’s business. 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 firms; provided that it is agreed by the parties hereto that FTI Consulting, Inc. shall be deemed to be an acceptable financial advisor. In the event the value of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advances. All of the valuation fees and charges as follows (i) a fee of $850 per day, per auditor, plus out-of-pocket costs expenses for each collateral audit of a Borrower performed by personnel employed by Agent, which collateral audits may be performed as frequently as Agent deems necessary, provided, however that so long as no Event of Default shall have occurred and expenses of any appraisals and reports conducted pursuant to this Section 4.7 shall be paid continuing, Borrowers shall not be obligated to reimburse Agent for when due, in full and without deduction, off-set or counterclaim by Borrowers. Notwithstanding the foregoing, no more than two 2 collateral audits during any calendar year (2) appraisals of Inventory shall be conducted with additional collateral audits at the expense of the Borrowers during any consecutive twelve (12) month periodAgent's expense), and (ii) if an Event implemented, a fee of Default shall exist$850 per day, then notwithstanding anything to per applicable individual, plus out of pocket expenses for the contrary in the foregoing clause establishment of electronic collateral reporting systems, (i)iii) a fee of $1,500 per day per appraiser, there shall be no limitation on the number or frequency of appraisals which may be conducted at the expense plus out-of-pocket expenses, for each appraisal of the Collateral, or any portion thereof, performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits of Borrowers or their Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Borrowers.' and their Subsidiaries' business valuation. Agent shall have the right to have the Inventory reappraised by a qualified appraisal company selected by Agent:

Appraisals. Agent mayCompany will obtain appraisals of each of the Financed Aircraft from two Approved Appraisers, in its Permitted Discretion, at any time after the Seventh Amendment Effective Date form and from time to time, (a) engage the services of an independent appraisal firm or firms of reputable standing, substance satisfactory to Administrative Agent, for on or before June 30, 2002 and thereafter at the purpose request of appraising the then current values Administrative Agent or Requisite Lenders (but no more than once each calendar year), Company will obtain appraisals of each of the Loan Parties’ assets (including without limitation Inventory) Financed Aircraft from two Approved Appraisers in form and (b) engage the services of an independent financial advisorsubstance satisfactory to Administrative Agent; provided that, and such advisor shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating to the operation of each Loan Party’s business. Absent upon the occurrence and during the continuance of an Event of Default at Default, Company will obtain such time, Agent shall consult additional appraisals with Borrowing Agent as respect to the identity Financed Aircraft as Administrative Agent or Requisite Lenders may request. Without limiting the generality of any such firms; provided that it is agreed by the parties hereto that FTI Consulting, Inc. shall be deemed to be an acceptable financial advisor. In the event the value of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advances. All of the fees and out-of-pocket costs and expenses of any appraisals and reports conducted pursuant to this Section 4.7 shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers. Notwithstanding the foregoing, no more earlier than two (2) December 1, 2002 and on or before December 31, 2002, Company shall obtain appraisals of Inventory each Financed Aircraft from two Approved Appraisers, which appraisals shall be conducted at in form and substance satisfactory to Administrative Agent and which appraisals shall be delivered by Company to Administrative Agent and Lenders. Based on the expense Appraised Value of the Borrowers during any consecutive twelve (12) month periodFinanced Aircraft as determined by such appraisals, and (ii) if an Event of Default Company shall existmake a prepayment to the extent required by subsection 2.4(B)(iii)(f), then provided that, notwithstanding anything to the contrary in the foregoing clause (isubsection 2.4(B)(iii)(f), there any such prepayment shall be no limitation made on January 27, 2003; provided that the number or frequency amount of appraisals which may be conducted at such prepayment shall not exceed, when added to the expense prepayment required on such date under the AFL III Financing Agreement pursuant to Section 24 of the BorrowersThird Amendment (as defined in the AFL III Financing Agreement), $10,000,000 in the aggregate, provided further, that the aggregate amount of such prepayments shall be allocated between this Agreement and the AFL III Financing Agreement on a pro rata basis based upon the aggregate amount that would otherwise be required to be prepaid under this Agreement in the absence of the immediately preceding proviso and the aggregate amount that would otherwise be required to be prepaid under the Third Amendment (as defined in the AFL III Financing Agreement) in the absence of the equivalent proviso contained in the AFL III Amendment.

Appraisals. Agent may, in its Permitted Discretion, at any time after the Seventh Amendment Effective Date and from time to time, (a) The Agents shall, once each Fiscal Quarter, engage ▇▇▇▇▇ Asset Services or another appraiser acceptable to the services of Agents to conduct and deliver (i) an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values Inventory Appraisal of the Loan Parties’ assets Inventory of each Borrower consisting of spare parts and merchandise inventory, (including without limitation Inventoryii) an Inventory Appraisal of the Inventory of each Borrower (other than Inventory consisting of spare parts and merchandise inventory) and (iii) an Equipment Appraisal of the Transportation Equipment of each Borrower, each such Inventory Appraisal and Equipment Appraisal to be in form and scope satisfactory to the Agents and using a methodology to determine orderly liquidation value reasonably requested by the Agents. In addition, each Obligated Party will permit the Collateral Agent and its representatives to conduct quarterly appraisals of any and all of the Collateral. (b) engage Notwithstanding the services provisions of an independent financial advisorclause (a) of this Section 10.4, and such advisor shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating to the operation of each Loan Party’s business. Absent the occurrence and continuance of whenever an Event of Default exists, either of the Agents may, and at such timethe direction of the Majority Revolving Lenders (or after the Revolving Facility Payment In Full, Agent shall consult with Borrowing Agent as the Majority Term Lenders), the Agents shall, engage an appraiser acceptable to the identity Agents to conduct and deliver appraisals of any such firms; provided that it is agreed or all of the Collateral (if directed by the parties hereto that FTI ConsultingMajority Revolving Lenders (or after the Revolving Facility Payment In Full, Inc. shall be deemed the Majority Term Lenders), of such Collateral as specified in such direction), each such appraisal to be an acceptable financial advisor. In in form and scope satisfactory to the event Agents and using a methodology reasonably requested by the value Agents. (c) The Borrowers agree, jointly and severally, to pay to the Agents on demand the cost of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advances. All of the fees and out-of-pocket costs and expenses of any appraisals and reports each appraisal conducted pursuant to this Section 4.7 shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers. Notwithstanding the foregoing, no more than two (2) appraisals of Inventory shall be conducted at the expense of the Borrowers during any consecutive twelve (12) month period, and (ii) if an Event of Default shall exist, then notwithstanding anything to the contrary in the foregoing clause (i), there shall be no limitation on the number or frequency of appraisals which may be conducted at the expense of the Borrowers10.4.

Appraisals. The Loan Parties will provide to the Administrative Agent mayfrom time to time upon the Administrative Agent’s request, appraisals (or updates thereof) of the Inventory of the Loan Parties from appraisers selected and engaged by the Administrative Agent, prepared on a basis consistent in its Permitted Discretionall material respects with the inventory appraisals delivered pursuant to the Existing Credit Agreement (with such adjustments as shall be deemed appropriate to reflect events or changes in circumstances after the dates of such appraisals); provided that the Administrative Agent shall be entitled to request only one such appraisal in any calendar year, except that (a) at any time after when Availability shall have been less than the Seventh Amendment Effective Date and from time to time, greater of (ai) engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values 17.5% of the Loan Parties’ assets (including without limitation Inventory) and (b) engage the services of an independent financial advisor, and such advisor shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating to the operation of each Loan Party’s business. 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 firms; provided that it is agreed by the parties hereto that FTI Consulting, Inc. shall be deemed to be an acceptable financial advisor. In the event the value of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are Credit Limit then in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advances. All of the fees and out-of-pocket costs and expenses of any appraisals and reports conducted pursuant to this Section 4.7 shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers. Notwithstanding the foregoing, no more than two (2) appraisals of Inventory shall be conducted at the expense of the Borrowers during any consecutive twelve (12) month period, effect and (ii) $85,000,000 for three consecutive Business Days, the Administrative Agent may request a second appraisal in the then-current calendar year, (b) if an Event of Default shall exist, then notwithstanding anything to the contrary in the foregoing clause (i)have occurred and be continuing, there shall be no limitation on the number or frequency of appraisals which that the Administrative Agent may request and (c) if the Company or any Restricted Subsidiary shall have consummated any Permitted Acquisition, the Administrative Agent may request a separate appraisal of the inventory acquired thereby to the extent the Loan Parties desire to include such inventory in Eligible Inventory. For purposes of the foregoing, it is understood that a single appraisal may consist of appraisals of the assets of each Loan Party and may be conducted at multiple sites. The first appraisal requested during any 12 month period shall be at the expense of the BorrowersLoan Parties unless (A) Availability shall have been equal to or greater than 70% of the Credit Limit at all times during the period of 12 months preceding such request and (B) such appraisal is not requested pursuant to clause (b) or (c) of the proviso in the first sentence of this Section, in which case the Loan Parties shall not be responsible for the expense of such appraisal. Any appraisal requested pursuant to the proviso in the first sentence of this Section shall be at the expense of the Loan Parties, except in the case of clause (a) thereof, if prior to the Administrative Agent’s request for a second appraisal, Availability shall have been greater than or equal to the greater of (x) 17.5% of the Credit Limit then in effect and (y) $85,000,000 for 30 consecutive days, in which case the Loan Parties shall not be responsible for the expense of such second appraisal. Notwithstanding the foregoing, upon reasonable advance notice to the Company, the Administrative Agent may request one appraisal in any calendar year in addition to those authorized by the preceding sentences of this Section; provided that the Loan Parties will not be responsible for the expense of appraisals conducted pursuant to this sentence.

Appraisals. Agent may, in its Permitted Discretion, at any time after the Seventh Amendment Effective Date and from time to time, (a) The Agents shall, once each Fiscal Quarter, engage ▇▇▇▇▇ Asset Services or another appraiser acceptable to the services of Agents to conduct and deliver (i) an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values Inventory Appraisal of the Loan Parties’ assets Inventory of each Borrower consisting of spare parts and merchandise inventory, (including without limitation Inventoryii) an Inventory Appraisal of the Inventory of each Borrower (other than Inventory consisting of spare parts and merchandise inventory) and (iii) an Equipment Appraisal of the Transportation Equipment of each Borrower, each such Inventory Appraisal and Equipment Appraisal to be in form and scope satisfactory to the Agents and using a methodology to determine orderly liquidation value reasonably requested by the Agents. In addition, each Obligated Party will permit the Collateral Agent and its representatives to conduct quarterly appraisals of any and all of the Collateral. (b) engage Notwithstanding the services provisions of an independent financial advisorclause (a) of this Section 10.4, and such advisor shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating to the operation of each Loan Party’s business. Absent the occurrence and continuance of whenever an Event of Default exists, either of the Agents may, and at such timethe direction of the Majority Lenders, Agent shall consult with Borrowing Agent as the Agents shall, engage an appraiser acceptable to the identity Agents to conduct and deliver appraisals of any such firms; provided that it is agreed or all of the Collateral (if directed by the parties hereto that FTI ConsultingMajority Lenders, Inc. shall be deemed of such Collateral as specified in such direction), each such appraisal to be an acceptable financial advisor. In in form and scope satisfactory to the event Agents and using a methodology reasonably requested by the value Agents. (c) The Borrowers agree, jointly and severally, to pay to the Agents on demand the cost of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advances. All of the fees and out-of-pocket costs and expenses of any appraisals and reports each appraisal conducted pursuant to this Section 4.7 shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers. Notwithstanding the foregoing, no more than two (2) appraisals of Inventory shall be conducted at the expense of the Borrowers during any consecutive twelve (12) month period, and (ii) if an Event of Default shall exist, then notwithstanding anything to the contrary in the foregoing clause (i), there shall be no limitation on the number or frequency of appraisals which may be conducted at the expense of the Borrowers10.4.

Appraisals. (a) The Agent may, on behalf of the Lenders, obtain current Appraisals of each of the Collateral Pool Properties, but not more than one time pursuant to this §5.2(a) prior to the Maturity Date (without regard to any extension thereof). Such Appraisals will be ordered by Agent and reviewed and approved by the appraisal department of the Agent, in its Permitted Discretionorder to determine the current Appraised Value of the Collateral Pool Properties, at any time after and the Seventh Amendment Effective Date and from time Borrower shall pay to timeAgent within ten (10) days of demand all reasonable costs of such Appraisals. (b) Notwithstanding the provisions of §5.2(a), (a) engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to AgentAgent may, for the purpose of appraising determining the then current values Appraised Value of the Loan Parties’ assets Collateral Pool Properties, obtain new Appraisals or an update to existing Appraisals with respect to such property, or any of them, as the Agent or the Required Lenders shall determine (including without limitation Inventoryi) and Reserved, (bii) engage at any time that the services regulatory requirements of an independent financial advisorany Lender generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender shall require more frequent Appraisals, and such advisor shall (iii) at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating to the operation of each Loan Party’s business. Absent the occurrence and continuance of an any time following a Default or Event of Default at such timeDefault, Agent shall consult or (iv) if the Required Lenders reasonably believe that there has been a material adverse change with Borrowing Agent as respect to the identity of any such firms; provided that it property including, without limitation, a material change in the market in which any such property is agreed by the parties hereto that FTI Consulting, Inc. shall be deemed to be an acceptable financial advisor. In the event located which may affect the value of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess property. The expense of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advances. All of the fees and out-of-pocket costs and expenses of any appraisals and reports conducted Appraisals and/or updates performed pursuant to this Section 4.7 §5.2(b) shall be paid borne by the Borrower and payable to Agent within ten business (10) days of demand; provided the Borrower shall not be obligated to pay for when due, an Appraisal of a property obtained pursuant to this §5.2(b)(i)-(iv) more often than once in full and without deduction, off-set or counterclaim by Borrowers. Notwithstanding the foregoing, no more than two (2) appraisals any period of Inventory shall be conducted at the expense of the Borrowers during any consecutive twelve (12) month periodmonths. (c) The Borrower shall have the option from time to time prior to the Maturity Date to request that the Agent obtain current Appraisals of the Collateral Pool Properties (or some of them). Upon such request, the Agent shall, at the Borrower’s expense, order such Appraisals and such Appraisals shall be subject to the review and approval by the appraisal department of the Agent, in order to determine the current appraised value of the Collateral Pool Properties, and the Borrower shall pay to Agent within ten (ii10) if an Event days of Default demand all reasonable costs of such Appraisals. (d) The Borrower acknowledges that the Agent has the right to approve any Appraisal performed pursuant to this Agreement. The Borrower further agrees that the Lenders and Agent do not make any representations or warranties with respect to any such Appraisal and shall existhave no liability as a result of or in connection with any such Appraisal for statements contained in such Appraisal, then notwithstanding anything to including without limitation, the contrary accuracy and completeness of information, estimates, conclusions and opinions contained in such Appraisal, or variance of such Appraisal from the foregoing clause (i)fair value of such property that is the subject of such Appraisal given by the local tax assessor’s office, there shall be no limitation on or the number or frequency of appraisals which may be conducted at the expense Borrower’s idea of the Borrowersvalue of such property.

Appraisals. The Agent may, in its Permitted Discretion, at any time after the Seventh Amendment Effective Date and may obtain from time to time, (a) engage an M.A.I. appraisal of any Property prepared in accordance with written instructions from the services of Agent by an independent appraisal firm appraiser engaged directly by or firms of reputable standing, otherwise reasonably acceptable to the Agent and in form reasonably satisfactory to Agent, for the purpose of appraising the then current values of the Loan Parties’ assets Agent (including without limitation Inventorysatisfaction of applicable regulatory requirements) (each, an “Appraisal”). Subject to the next succeeding sentence, the cost of any such Appraisal shall be borne by the Borrowers (i) if such Appraisal is the first Appraisal for a given Property in any calendar year and (bii) engage in all events if (w) the services of an independent financial advisor, and Agent orders such advisor shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating to the operation of each Loan Party’s business. Absent Appraisal after the occurrence and continuance of an Event of Default Default, (x) there is, in the Agent’s reasonable judgment, a Material Adverse Change, (y) in connection with a proposed extension pursuant to Section 2.1.5 hereof, or (z) at any time such timeAppraisal is required by applicable law or regulatory requirements, Agent and, in each such case, such cost is due and payable by the Borrowers upon demand and shall consult with Borrowing Agent as be secured by the Loan Documents. The Borrowers’ obligation to bear the identity cost of Appraisals of each Property obtained pursuant to clause (i) and subclause (ii)(z) above shall be limited to not more than one (1) Appraisal per Property per Fiscal Year, provided that the foregoing limitation (A) will be suspended following the occurrence and during the continuation of any such firms; Default and (B) will terminate upon the occurrence of any Event of Default (it being agreed, however, that if the Agent subsequently grants a full waiver thereof and reinstates the Borrower to good standing hereunder, then the limitation will be considered reinstated on a prospective basis pending the occurrence of a further Event of Default, provided that it is agreed that, for the avoidance of doubt, in the event of a reinstatement following an Event of Default, any Appraisal obtained by the parties hereto that FTI Consulting, Inc. shall be deemed Agent prior to be an acceptable financial advisor. In or during the event the value of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess continuance of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advances. All of the fees and out-of-pocket costs and expenses of any appraisals and reports conducted pursuant to this Section 4.7 shall be paid for when due, in full and without deduction, off-set or counterclaim by Borrowers. Notwithstanding the foregoing, no more than two (2) appraisals of Inventory shall be conducted at the expense of the Borrowers during any consecutive twelve (12) month period, and (ii) if an Event of Default shall exist, then notwithstanding anything to not count towards the contrary in the foregoing clause (ilimitation), there shall be no limitation on the number or frequency of appraisals which may be conducted at the expense of the Borrowers.