Common use of Appraisals Clause in Contracts

Appraisals. At any time that the Administrative Agent requests, the Borrowers shall allow the Administrative Agent, at the expense of the Borrowers, to appraise their Inventory and, in the case of the U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof); 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 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; provided, that 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 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 be prepared on a basis reasonably satisfactory to the Administrative Agent, and such appraisals and updates shall include, among other things, information required by applicable law and regulations.

Appraisals. At any time that On no more than one occasion per every consecutive 24 month period following the most recent appraisal date, the Loan Parties will provide the Administrative Agent requests, with appraisals or updates thereof of their Inventory from an appraiser selected and engaged by the Borrowers shall allow Administrative Agent (with the time of such engagement determined at the discretion of the Administrative Agent, at or as requested by the expense of the BorrowersRequired Lenders), to appraise their Inventory and, in the case of the U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof); provided, that each appraisal of Inventory and Borrowing Base Equipment shall be conducted by an appraiser reasonably prepared on a basis satisfactory to the Administrative Agent, such appraisals and updates to include information required by applicable law and regulations; provided that (I) the Company shall be permitted to instruct the Administrative Agent andto conduct an Inventory appraisal if as of any date the most recently completed appraisal (or the most recently completed update thereof, other if applicable) is more than during one year old and (II) the Administrative Agent may conduct an Enhanced Collateral Monitoring Period Inventory appraisal at the discretion of the Administrative Agent, or shall conduct an Inventory appraisal at the request of the Required Lenders if a Default (a) the date of the most recently completed appraisal (or the most recently completed update thereof, if applicable) is more than one year old and (b) either (i) Loans have been outstanding within the three months preceding such date or (ii) LC Exposure within the three months preceding such date has been greater than $200,000,000 at any time. Notwithstanding the foregoing, in addition to the Inventory appraisals permitted above at any time when Aggregate Availability is less than the greater of (x) an amount equal to 20% of the Loan Cap Minimum then in effect and (y) an amount equal to 20% of the Loan Cap then in effect, one additional Inventory appraisal shall be permitted at the discretion of the Administrative Agent or the Required Lenders per calendar year and if an 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 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; provided, that in any calendar year during which an Enhanced Collateral Monitoring Period has occurred or is continuing, the Administrative Agent there shall be entitled to conduct (x) 3 such appraisals (or updates) with respect to no limitation on the number of Inventory per calendar year (or 2 such appraisals per calendar year following the expiration of 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 yearappraisals. For purposes of this Section 5.155.11, it is understood and agreed that a single Inventory appraisal may consist of examinations conducted at multiple relevant sites, both domestic and international, sites and involve one or more Borrowers relevant Loan Parties and their assets. The All of the foregoing Collateral appraisals shall be prepared on a basis reasonably satisfactory at the sole expense of the Loan Parties. Notwithstanding the foregoing, the Lenders shall be permitted to the Administrative Agent, conduct one additional Inventory appraisal per calendar year at their own cost and such appraisals and updates shall include, among other things, information required by applicable law and regulationsexpense.

Appraisals. At 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 that following a condemnation of more than an immaterial portion, as determined by the Administrative Agent requests, the Borrowers shall allow the Administrative Agent, at of an Approved Subdivision, and (d) upon any Material Adverse Change with respect to an Approved Subdivision as determined by the expense of the Borrowers, to appraise their Inventory and, Agent (which in the case of (c) and (d), only the U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof); provided, Assets of that each appraisal of Inventory and Borrowing Base Equipment Approved Subdivision shall be conducted 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 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 appraiser reasonably 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 be granted one hundred-eighty (180) days from the date of 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 Administrative Agent andin 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 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 calculated against Actual Costs Incurred and no other value impairment exists other than during an Enhanced by re-Appraisal, (ii) the Obligors restore overall Collateral Monitoring Period compliance within one hundred-eighty (180) days by repaying sums outstanding under the Credit Facility, providing sufficient acceptable additional Collateral, or if a Default combination of both, (iii) the advances will be for the purpose of completing Sold Units or completing Land Under Development, (iv) the Obligors are in compliance with all Financial Covenants and no Event of Default has occurred and no Default has occurred and is continuing, reasonably satisfactory and (v) the Obligors are continuing operations, selling homes, taking sales to settlement, and repaying debt. This section shall not be subject to any provision of this Agreement or any of the Borrower Representative (it being understood 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 persons engaged Agent is obligated to conduct such appraisals prior to the Closing Date are satisfactory to the Borrower Representative). It is understood and agreed that, so long provide as no Event of Default has occurred or is continuing, the Administrative Agent and the Lenders shall 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; provided, that in any calendar year during which an Enhanced Collateral Monitoring Period has occurred or is continuing, the Administrative Agent stated above 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 sole grace periods and notice that 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 Obligors shall be prepared on a basis reasonably satisfactory to the Administrative Agent, and such appraisals and updates shall include, among other things, information required by applicable law and regulationsreceive.

Appraisals. At any time Once in each twelve month period (unless the Parent Borrower otherwise requests that additional appraisals of Inventory be conducted in the relevant twelve month period, as provided below), so long as Adjusted Excess Availability is not less than 40% of the Revolving Credit Line Cap, or no Specified Event of Default exists, at the request of the Administrative Agent requestsor a Co-Collateral Agent, the Borrowers Loan Parties will permit the Administrative Agent to conduct, and the Administrative Agent shall allow conduct, one appraisal or update thereof of their Inventory by an appraiser selected and engaged by the Administrative Agent, at the expense of the Borrowers, to appraise their Inventory and, in the case of the U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof); provided, that each appraisal of Inventory and Borrowing Base Equipment shall be conducted by an appraiser reasonably prepared on a basis satisfactory to the Administrative Agent andAgent, other than during an Enhanced Collateral Monitoring Period such appraisal or update to include, without limitation, information required by applicable law and regulations; provided that (a) if a Default or Specified Event of Default has occurred and is continuing, reasonably satisfactory to there shall be no limitation on the Borrower Representative (it being understood that the persons engaged to conduct number of such appraisals prior to that Administrative Agent may conduct at the Closing Date are satisfactory to expense of Borrowers, (b) if Adjusted Excess Availability is less than 40% of the Borrower Representative). It is understood and agreed thatRevolving Credit Line Cap during such twelve month period, so long as no Event upon the request of Default has occurred Administrative Agent or is continuinga Co-Collateral Agent, the Loan Parties will permit the Administrative Agent and the Lenders shall only be permitted to conduct: (x) , and Administrative Agent may conduct, 2 appraisals by such appraisals (or updates) with respect to Inventory per calendar year (or 1 appraiser during such appraisal per calendar upon twelve month period at the expiration expense of the Systems Update Period)Borrowers, (y) one such appraisal (or update) with respect to Borrowing Base Equipment per calendar year and (zc) one the Loan Parties will permit such appraisal (other appraisals as Administrative Agent or update) with respect Co-Collateral Agents may request at any time at their own expense. In addition to each parcel of Borrowing Base Real Property Collateral per a calendar year; providedthe foregoing, the Parent Borrower may request in writing that in any calendar year during which an Enhanced Collateral Monitoring Period has occurred or is continuing, the Administrative Agent shall be entitled conduct additional appraisals of Inventory from time to conduct 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 (x) 3 and such appraisals (or updates) with respect to Inventory per calendar year (or 2 such shall not be considered for purposes of any limitation on appraisals per calendar year following the expiration of the Systems Update Periodprovided for herein), (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 5.155.14, it is understood and agreed that a single appraisal may consist of examinations conducted at multiple relevant sites, both domestic and international, sites and involve one or more Borrowers relevant Loan Parties and their assets. The All such appraisals shall be prepared on a basis reasonably satisfactory commenced upon reasonable notice to the Administrative AgentParent Borrower and performed during normal business hours of the Parent Borrower, and all reasonable out-of-pocket costs of such appraisals and updates shall includebe at the sole expense of the Parent Borrower, among other things, information required by applicable law and regulationsexcept for appraisals conducted pursuant to clause (c) above.

Appraisals. At any time that the Administrative Agent requestsrequests in its Permitted Discretion, the Borrowers shall allow will provide the Administrative Agent, at the expense Agent with appraisals or updates thereof of the Borrowers, to appraise their Inventory andand following the Discharge of Existing Term Loan Obligations and compliance by the Company with the applicable requirements of Section 4.03, Equipment (to the extent owned by a Loan Party that is eligible to have its Equipment included in the case of the U.S. Borrowers, their any Borrowing Base Equipment at such time) and Borrowing Base Eligible Real Property Collateral (including updates thereof)Estate; provided, however, that each such appraisal of Inventory and Borrowing Base Equipment shall be conducted by an appraiser reasonably satisfactory to the Administrative Agent and, other than except with respect to Eligible Real Estate or during an Enhanced Collateral Monitoring Period or if a Default or Event of Default has occurred and is continuingLevel 1 Minimum Availability Period, reasonably satisfactory to the Borrower Representative (it being understood that that, with respect to Eligible Real Estate the persons appraiser shall be selected and engaged to conduct such by the Administrative Agent), and, in each case, the appraisals prior to the Closing Date are shall be prepared on a basis reasonably satisfactory to the Borrower Representative). It is understood Administrative Agent, such appraisals and agreed thatupdates to include, so long as no without limitation, information required by applicable law and regulations; provided, however, only one such appraisal per calendar year shall be at the sole expense of the Loan Parties; provided further, however, (a) 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 (a) of such defined term, has been in effect for a period of at least ten consecutive Business Days during such calendar year and (b) if an Event of Default has occurred or is continuingduring any calendar year there shall be no limitation as to number and frequency of such appraisals during such calendar year 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 and the Lenders shall 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; provided, that 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 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 yearits sole discretion. For purposes of this Section 5.155.10, 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 Borrowers relevant Loan Parties and their assets. The appraisals shall be prepared on a basis reasonably satisfactory to Administrative Agent will conduct not less than one appraisal per calendar year of the Administrative Agent, Inventory and such appraisals and updates shall include, among other things, information required by applicable law and regulationsEquipment of the Loan Parties included in any Borrowing Base.

Appraisals. At any time (a) The Agent 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 Administrative value of any Mortgaged Property is more than five percent (5%) different from the value for such Mortgaged Property as set forth in the Appraisal delivered to the Agent requestsby the Borrower, by the Borrowers shall allow the Administrative Agent, at the expense appraisal departments of the Borrowers, to appraise their Inventory andMajority Banks, in order to determine the case of the U.S. Borrowers, their Borrowing Base Equipment current Appraised Value and Borrowing Base Real of the Mortgaged Property, and the Borrower shall pay to the Agent on demand all reasonable costs of all such Appraisals relating to the Mortgaged Property Collateral (including updates thereof)of the Borrower; provided, however, 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 so long as (i) no Default or Event of Default has shall have occurred and is be continuing, (ii) regulatory requirements of any Bank generally applicable to real estate loans of the category made under this Agreement as reasonably satisfactory to interpreted by such Bank 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, the Borrower Representative shall not be required to pay for Appraisals for a particular Mortgaged Property more often than once in any twenty-four (it being understood 24) month period, with the result that unless any such condition shall occur the persons engaged to conduct such appraisals first Appraisals of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior to the Closing Date are satisfactory date which is twenty- four (24) months from the date of the Appraisal for such Mortgaged Property delivered to the Borrower RepresentativeAgent pursuant to this Agreement. Notwithstanding the foregoing provisions, however, in the event of a material change of the type referred to in clause (iii). It is understood and agreed that, so long as no Event of Default has occurred or is continuing, the Administrative Agent and the Lenders Borrower shall only not be permitted required to conduct: (x) 2 such appraisals (or updates) with respect to Inventory per calendar year (or 1 such appraisal per calendar upon the expiration pay for Appraisals of the Systems Update Period), (y) one such appraisal (affected Mortgaged Property 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; provided, that Mortgaged Properties more often than once in any calendar year during which an Enhanced Collateral Monitoring Period has occurred or is continuing, the Administrative Agent shall be entitled to conduct twelve (x12) 3 such appraisals (or updates) with respect to Inventory per calendar year (or 2 such appraisals per calendar year following the expiration of 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 be prepared on a basis reasonably satisfactory to the Administrative Agent, and such appraisals and updates shall include, among other things, information required by applicable law and regulationsmonth period.

Appraisals. At any time that 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 requests, the Borrowers shall allow the Administrative Agent, at the expense with appraisals or updates thereof of any or all of the BorrowersCollateral from one or more Acceptable Appraisers (as selected by the Borrower, to appraise their Inventory and, in the case of the U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof); provided, that each appraisal of Inventory and Borrowing Base Equipment shall be conducted by unless 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 in which case 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, Acceptable Appraiser shall be selected by the Administrative Agent and the Lenders shall 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 PeriodAgent), (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 prepared in a calendar year; provided, that 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 the Systems Update Period), (y) 2 such appraisals (or updates) with respect to Borrowing Base Equipment per calendar year, form 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 be prepared on a basis reasonably satisfactory to the Administrative Agent, and such appraisals and updates shall to include, among other thingswithout limitation, information required by applicable law requirements of Law and regulationsby the internal policies of the Lenders; provided that the Administrative Agent may request, and the Loan Parties shall provide, at the expense of 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 not the obligation), at their expense, at any time and from time to time (but not more than once per year) to provide the Administrative Agent with additional appraisals or updates thereof of any or all of the Collateral from one or more Acceptable Appraisers (as selected by the Borrower), and prepared in a form and on a basis reasonably satisfactory to the Administrative Agent, in which case such appraisals or updates shall be used in connection with 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 (unless an Event of Default has occurred and is continuing), the Loan Parties shall be given twenty (20) days following such request by the Administrative Agent to choose and engage the Acceptable Appraiser prior to the commencement of such appraisal. With respect 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 each be given a reasonable amount of time to review 120 and comment on a draft form of the appraisal prior to its finalization and (ii) any adjustments to the Orderly Liquidation Value or the Borrowing Base hereunder as a result of such appraisal shall become effective twenty (20) days following the finalization of such appraisal.

Appraisals. At any time that the Administrative Agent requestsmay obtain from time to time an appraisal of all or any part of any Property, the Borrowers shall allow the prepared in accordance with written instructions from Administrative Agent, from a third-party appraiser satisfactory to, and engaged directly by, Administrative Agent at the expense 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 Borrowers, to appraise their Inventory and, in the case maturity of the U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral Loan (including updates thereof); 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 Inventory a Default, shall by borne by Borrower and Borrowing Base Equipment shall be conducted paid by an appraiser reasonably satisfactory to the Borrower on written demand by Administrative Agent. Administrative Agent andshall provide a copy of such appraisal to each Lender promptly after receipt. In addition, other than during an Enhanced Collateral Monitoring Period or if a provided (a) no Default or Event of Potential Default has occurred and is continuing, reasonably satisfactory (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 cost of such appraisal, including any costs for internal review thereof, to the Borrower Representative (it being understood that the persons engaged extent required by this Section 4.17, Administrative Agent shall provide a copy of such appraisal to conduct such appraisals prior to the Closing Date are satisfactory to the Borrower Representative)Borrower. It is understood and agreed that, so long as Provided no Event of Default or Potential Default has occurred or and is continuing, Borrower shall have the right to request that Administrative Agent obtain, at Borrower’s sole cost and expense, including any costs for internal review thereof, a new appraisal of the Property. In the event Administrative Agent agrees to deliver any appraisal to Xxxxxxxx, Administrative Agent and Lenders do not (i) represent that the Lenders shall only be permitted presumptions or opinions in any appraisal are relevant or accurate; (ii) represent that any appraisal has been or has not been approved by Administrative Agent or any Lender; or (iii) 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 any appraisal of the Property to conduct: (x) 2 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 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 the content or accuracy of any such appraisals (or updates) with respect to Inventory per calendar year (or 1 appraisal, Borrower’s use of any such appraisal, and subsequent use of any such appraisal per calendar upon by any third party to whom Borrower provides 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; provided, that 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 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 yearappraisal. 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 be prepared on a basis reasonably satisfactory to the Administrative Agent, and such appraisals and updates shall include, among other things, information required by applicable law and regulations.4.18

Appraisals. At The Borrowers agree that (a) new appraisals will be required in conjunction with any time that extension granted pursuant to Section 2.15, (b) the Administrative Agent requestsshall have the right, the Borrowers shall allow the Administrative Agent, at the expense of the Borrowers, to appraise their Inventory and, in the case of the U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof); provided, that each appraisal of Inventory and Borrowing Base Equipment shall be conducted by an appraiser reasonably satisfactory once prior to the Administrative Agent and, other than during an Enhanced Collateral Monitoring Period or if a Maturity Date (but to the extent no Default or Event of Default has occurred and is continuing, reasonably satisfactory to not during the Borrower Representative six (it being understood that the persons engaged to conduct such appraisals 6) month period immediately prior to the Closing Date are satisfactory Maturity Date) and at the Borrowers’ expense, to request appraisals with respect to the Borrowing Base Assets, (c) the Parent Borrower Representative)may request that the Administrative Agent initiate new appraisals for the entire portfolio of the Borrowers’ Borrowing Base Assets at any time subject to the terms of this Section 6.17, such appraisals to be FIRREA compliant and otherwise subject to the approval of the Administrative Agent, and (d) the Administrative Agent shall have the right, at its own expense, prior to the Maturity Date, to request appraisals, and if requested by the Required Lenders, Administrative Agent shall request appraisals, with respect to the entire portfolio of the Borrowers’ Borrowing Base Assets or if such appraisals are required to comply with applicable Laws, including FIRREA, any Borrowing Base Asset; provided, however, that after the occurrence and during the continuance of an Event of Default, the Borrowers shall pay or reimburse to the Administrative Agent all reasonable and documented costs and expenses associated therewith to the extent required by and subject to the provisions of Section 10.04 hereof. It is understood The Administrative Agent shall engage all appraisers with respect to such appraisals and agreed that, so long as (other than with respect to appraisals requested by the Administrative Agent under the foregoing subclause (d) when no Event of Default has occurred is in existence) the Borrowers shall pay or reimburse to the Administrative Agent all documented costs and expenses associated therewith to the extent required by and subject to the provisions of Section 10.04 hereof. Any appraisal requested pursuant to this Section 6.17 shall be reviewed and approved by the Administrative Agent and the Lenders; provided, that (i) the Administrative Agent and the Lenders shall use reasonable efforts to approve or disapprove such appraisal within fifteen (15) Business Days after they are received and a failure to approve or disapprove the appraisals in such fifteen (15) Business Day period shall be deemed to mean that such appraisals are approved and (ii) to the extent any such appraisal is continuingdenied approval, the Administrative Agent and the Lenders shall 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 specify 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; provided, that reasons 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 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 be prepared on a basis reasonably satisfactory writing to the Administrative Agent, and Parent Borrower for such appraisals and updates shall include, among other things, information required by applicable law and regulationsdenial.

Appraisals. At any time (a) The Agent 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 Administrative value of any Mortgaged Property is more than five percent (5%) different from the value for such Mortgaged Property as set forth in the Appraisal delivered to the Agent requestsby the Borrower, by the Borrowers shall allow the Administrative Agent, at the expense appraisal departments of the Borrowers, to appraise their Inventory andMajority Banks, in order to determine the case of the U.S. Borrowers, their Borrowing Base Equipment current Appraised Value and Borrowing Base Real of the Mortgaged Property, and the Borrower shall pay to the Agent on demand all reasonable costs of all such Appraisals relating to the Mortgaged Property Collateral (including updates thereof)of the Borrower; provided, however, 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 so long as (i) no Default or Event of Default has shall have occurred and is be continuing, (ii) regulatory requirements of any Bank generally applicable to real estate loans of the category made under this Agreement as reasonably satisfactory to interpreted by such Bank 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, the Borrower Representative shall not be required to pay for Appraisals for a particular Mortgaged Property more often than once in any twenty-four (it being understood 24) month period, with the result that unless any such condition shall occur the persons engaged to conduct such appraisals first Appraisals of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior to the Closing Date are satisfactory date which is twenty-four (24) months from the date of the Appraisal for such Mortgaged Property delivered to the Borrower RepresentativeAgent pursuant to this Agreement. Notwithstanding the foregoing provisions, however, in the event of a material change of the type referred to in clause (iii). It is understood and agreed that, so long as no Event of Default has occurred or is continuing, the Administrative Agent and the Lenders Borrower shall only not be permitted required to conduct: (x) 2 such appraisals (or updates) with respect to Inventory per calendar year (or 1 such appraisal per calendar upon the expiration pay for Appraisals of the Systems Update Period), (y) one such appraisal (affected Mortgaged Property 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; provided, that Mortgaged Properties more often than once in any calendar year during which an Enhanced Collateral Monitoring Period has occurred or is continuing, the Administrative Agent shall be entitled to conduct twelve (x12) 3 such appraisals (or updates) with respect to Inventory per calendar year (or 2 such appraisals per calendar year following the expiration of 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 be prepared on a basis reasonably satisfactory to the Administrative Agent, and such appraisals and updates shall include, among other things, information required by applicable law and regulationsmonth period.

Appraisals. At any time that the Administrative Agent requests, the Borrowers shall allow Section 6.17 If requested by the Administrative Agent, at the expense of the BorrowersBorrower, 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 (including consultants, accountants, lawyers and 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 appraise their Inventory and, in the case conduct appraisals or updates thereof of the U.S. BorrowersBorrower’s and the Subsidiary Guarantors’ Inventory, their Borrowing Base Equipment such appraisals and Borrowing Base Real Property Collateral (including updates thereof)to include, without limitation, information required by applicable law and regulations; provided, that each appraisal of Inventory and Borrowing Base Equipment shall be conducted however, if a Weekly Reporting Period has occurred during such calendar year, such appraisals may occur twice per fiscal year if requested by an appraiser reasonably satisfactory to the Administrative Agent andAgent; provided, other than during further, however, if an Enhanced Collateral Monitoring Period or if a Default or Event of Default has occurred and is continuing, reasonably satisfactory continuing there shall be no limitation as to the Borrower Representative (it being understood that the persons engaged to conduct number and frequency of 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 only be permitted to conduct: (x) 2 during such appraisals (or updates) with respect to Inventory per calendar year (or 1 such appraisal per calendar upon at the expiration sole expense 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; provided, that 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 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 yearBorrower. For purposes of this Section 5.156.17, it is understood and agreed that a single appraisal may consist of examinations conducted at multiple relevant sites, both domestic and international, sites and involve one or more Borrowers relevant Loan Parties and their assets. The appraisals shall be prepared on a basis reasonably satisfactory to 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 (including consultants, accountants, lawyers and 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 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 appraisals calendar year, 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 updates is continuing during any calendar year there shall includebe no limitation as to the number and frequency of such field examinations during such calendar year at the sole expense of the Borrower. For purposes of this Section 6.18, among other things, information required by applicable law it is understood and regulations.agreed that a single field examination may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. Administration of Certain Collateral;

Appraisals. At any time that the Administrative Agent requests, each Loan Party will permit the Borrowers shall allow Administrative Agent to conduct appraisals or updates thereof of their Inventory, Equipment and Eligible Real Property with an appraiser engaged by the Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law and to be conducted with reasonable prior notice and during normal business hours. Only one (1) such Inventory appraisal per calendar year shall be at the sole expense of the Borrowers, to appraise their Loan Parties; provided that (i) two (2) such Inventory and, in appraisals per calendar year shall be at the case sole expense of the U.S. BorrowersLoan Parties if the Aggregate Availability is less than the greater of 15% of the Aggregate Commitment and $60,000,000 at the time the second such appraisal is initiated and (ii) during the occurrence and continuance of an Event of Default, their Borrowing Base there shall be no limitation on the number or frequency of appraisals that shall be at the sole expense of the Loan Parties. Notwithstanding the foregoing, additional appraisals of Equipment and Borrowing Base or Eligible Real Property Collateral (including updates thereof); provided, that each appraisal of Inventory and Borrowing Base Equipment shall not be conducted by required unless initiated at a time when 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 ; provided that (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 only be permitted to conduct: i) not more than one (x1) 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; provided, that 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 the Systems Update Period), (y) 2 such appraisals (or updates) with respect to Borrowing Base Equipment 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, (zii) 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 updatesdecrease of the PP&E Components) and (iii) in connection with respect any Permitted Acquisition (and without limitation as to each parcel the number of Borrowing Base Real Property Collateral per calendar yearsuch 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. For purposes All appraisals of this Section 5.15, it is understood Equipment 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 real property shall be prepared on a basis reasonably satisfactory to at the Administrative Agent, and such appraisals and updates shall include, among other things, information required by applicable law and regulationssole expense of the Loan Parties.

Appraisals. At any time that the Administrative Agent requests, the Loan Parties will provide Agent with Acceptable Appraisals or updates thereof of their Inventory and Equipment, such Acceptable Appraisals and updates to include, without limitation, information required by applicable Requirements of Law. The Borrowers shall allow the Administrative Agentreimburse Agent for all reasonable charges, at the expense of the Borrowers, costs and expenses related to appraise their Inventory and, in the case of the U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof)all such appraisals; 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 shall have occurred and be continuing during a calendar year, Borrowers shall not be obligated to reimburse Agent (i) 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, (ii) for more than 1 inventory appraisal in such calendar year if Revolver Usage at any time during such calendar year exceeds 15% of the Line Cap (increasing to 2 inventory appraisals if an Increased Reporting Event has occurred or is continuing, the Administrative Agent and the Lenders shall only be permitted to conduct: (x) 2 during such appraisals (or updates) with respect to Inventory per calendar year (or 1 such appraisal per calendar upon the expiration of the Systems Update Periodyear), (yiii) one subject to the other terms of this Section 5.11, for any equipment appraisals in such appraisal (or update) with respect to Borrowing Base Equipment per calendar year and (z) one if Revolver Usage at all times during such appraisal (or update) with respect to each parcel of Borrowing Base Real Property Collateral per a calendar year; provided, that 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 does not exceed 15% of the Systems Update Period), (y) 2 such appraisals (or updates) with respect to Borrowing Base Equipment per calendar yearLine Cap, and (ziv) two such appraisals (or updates) with respect subject to each parcel of Borrowing Base Real Property Collateral per calendar year. For purposes the other terms of this Section 5.155.11, it is understood 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); and agreed provided, further, 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 there shall be prepared no limitation on a basis reasonably satisfactory 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 and be continuing. TheNotwithstanding anything to the Administrative Agentcontrary contained herein, the Borrowers shallagree to reimburse Agent for all reasonable charges, costs and such 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 updates shall include, among tonot in lieu of any reimbursement obligation for any other things, information required by applicable law and regulationsinventory appraisal of M&E of the kind described in the definition of “PP&E Component” in connection with a Borrower-requested reset of the NOLV of Eligible M&Ethis Section.

Appraisals. At From time to time, prior to Payment in Full of the Senior DIP Debt, if the Senior DIP Lenders’ Agent 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 that to time, after Payment in Full of the Senior DIP Debt, if Administrative Agent requestsor 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 Borrowers shall allow then current fair market values of all or any portion of the real estate owned by Borrower or any of its Restricted Subsidiaries. In addition to the foregoing, (i) promptly following the Effective Date, upon Administrative Agent’s request, at Borrower shall obtain and deliver to Administrative Agent appraisal reports in form and substance and from appraisers satisfactory to Administrative Agent stating the expense then current market values and/or orderly liquidation values of all of the BorrowersReal Estate and personal property owned by Borrower and its Restricted Subsidiaries and (ii) thereafter from time to time, to appraise their Inventory and, but in the case absence of the U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof); 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 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 not more than once during each parcel of Borrowing Base Real Property Collateral per a calendar year; provided, that 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 the Systems Update Period), (y) 2 such appraisals (or updates) with respect to Borrowing Base Equipment per calendar year, Administrative Agent may require Borrower to obtain and (z) two such appraisals (or updates) with respect deliver to each parcel of Borrowing Base Real Property Collateral per calendar year. For purposes of this Section 5.15, it is understood Administrative Agent appraisal reports in form and agreed that a single appraisal may consist of examinations conducted at multiple relevant sites, both domestic substance and international, and involve one or more Borrowers and their assets. The appraisals shall be prepared on a basis reasonably from appraisers satisfactory to Administrative Agent stating the Administrative Agent, then current market values and/or orderly liquidation values of all or any portion of the Real Estate and such appraisals and updates shall include, among other things, information required personal property owned by applicable law and regulationsBorrower or any of its Restricted Subsidiaries.

Appraisals. At any time that The Parent Borrower and the Subsidiaries will permit the Administrative Agent requestsand any Persons designated by the Administrative Agent (including any consultants, the Borrowers shall allow 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; provided that, notwithstanding anything to the contrary in Section 10.04 or any other Loan Document, (i) unless an Event of Default has occurred, no more than one appraisal of M&E, one appraisal of Intellectual Property and one business valuation in any calendar year shall be at the expense of the BorrowersLoan Parties, to appraise their Inventory and(ii) after the occurrence of and during the occurrence of an Event of Default, all business valuations and appraisals shall be at the expense of the Loan Parties, and (iii) in the case event that the Parent Borrower or any Subsidiary shall have consummated an Acquisition, without limitation of the U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof); provided, foregoing the Parent Borrower may request that each appraisal of Inventory and Borrowing Base Equipment shall be conducted by an appraiser reasonably satisfactory to the Administrative Agent conduct or cause to be conducted (and, other than during an Enhanced Collateral Monitoring Period or if a Default or Event of Default has occurred commercially and is continuing, reasonably satisfactory to the Borrower Representative (it being understood that the persons engaged to conduct promptly upon 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 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; provided, that in any calendar year during which an Enhanced Collateral Monitoring Period has occurred or is continuingrequest, the Administrative Agent shall commence or cause to be entitled to conduct (xcommenced) 3 such appraisals (or updates) an appraisal with respect to Inventory per calendar year (or 2 the M&E and Intellectual Property acquired by the Loan Parties as a result thereof, and any such appraisals per calendar year following shall be at the expiration expense of the Systems Update PeriodLoan Parties (and shall not count towards the limit set forth in the immediately preceding proviso). For the avoidance of doubt, (y) 2 the Administrative Agent may conduct business evaluations and appraisals in addition to those set forth in the immediately preceding sentence, but such additional business evaluations and appraisals (or updates) with respect to Borrowing Base Equipment per calendar year, and (z) two such appraisals (or updates) with respect to each parcel shall not be at the expense of Borrowing Base Real Property Collateral per calendar yearthe Loan Parties. For purposes of this Section 5.15paragraph, it is understood and agreed that a single business evaluation or appraisal may consist of examinations be conducted at multiple relevant sites, both domestic and international, sites and involve one or more Borrowers Loan Parties and their assets. The appraisals shall be prepared on a basis reasonably satisfactory to Parent Borrower acknowledges that the Administrative Agent, after exercising its rights under this Section, may prepare and such appraisals distribute to the Lenders certain reports pertaining to the Loan Parties' assets for internal use by the Administrative Agent and updates shall include, among other things, information required by applicable law and regulationsthe Lenders.

Appraisals. At the Borrower’s expense, any time that the Administrative Agent requests, the Borrowers shall allow the Administrative may conduct appraisals or updates thereof of Holdings’ and its Subsidiaries’ Inventory by an appraiser selected and engaged by such Agent, at the expense of the Borrowersand prepared on a basis reasonably satisfactory to such Agent, such appraisals and updates to appraise their Inventory andinclude, in the case of the U.S. Borrowerswithout limitation, their Borrowing Base Equipment information required by applicable law and Borrowing Base Real Property Collateral (including updates thereof)regulations; provided, that each however, (a) the Borrower shall only be obligated to reimburse the Agents for one appraisal in any calendar year if no Revolving Credit Loans or Swingline Loans or Letters of Inventory 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 Borrowing Base Equipment no Weekly Reporting Period has occurred during such calendar year, and (c) the Borrower shall only be conducted by 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 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 continuing clauses (a) – (c) shall not apply and there shall be no limitation as to the Borrower Representative (it being understood that the persons engaged to conduct number and frequency of appraisals during such appraisals prior to the Closing Date are satisfactory to calendar year for which the Borrower Representative). It is understood and agreed that, so long as no Event of Default has occurred or is continuing, obligated to reimburse the Administrative Agent and the Lenders shall 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; provided, that 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 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 yearAgents. For purposes of this Section 5.159.16, it is understood and agreed that a single appraisal may consist of examinations appraisals conducted at multiple relevant sites, both domestic and international, sites and involve one or more Borrowers relevant Credit Parties and their assets. The So long as no Event of Default has occurred and is continuing, all such appraisals shall be prepared on a basis reasonably satisfactory commenced upon reasonable notice to the Administrative Agent, Borrower and such appraisals and updates shall include, among other things, information required by applicable law and regulationsperformed during normal business hours of the Borrower.

Appraisals. At In addition to any time that the Administrative Agent requests, the Borrowers shall allow the Administrative Agent, appraisals undertaken by or at the expense request of 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 the Borrowers, to appraise their Inventory and, in the case of the U.S. Borrowers, their Borrowing Base Equipment Certificate, and Borrowing Base Real Property Collateral (including updates thereof); provided, that each appraisal of Inventory for Borrower and Borrowing Base Equipment shall be conducted by an appraiser reasonably satisfactory its Subsidiaries 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 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 include machinery, equipment and owned real Property in the expiration of the Systems Update Period), (y) one such appraisal (or update) with respect to Borrowing Base Equipment per calendar year and Certificate at any time after the Restatement Effective Date, if requested by the Agent at any time within thirty (z30) one such appraisal (or update) with respect to each parcel of Borrowing Base Real Property Collateral per a calendar year; provided, that in any calendar year during which an Enhanced Collateral Monitoring Period has occurred or is continuingdays after the Restatement Effective Date, the Administrative Agent shall be entitled to conduct (x) 3 such receive, at the Borrower’s expense, appraisals (or updates) with respect to Inventory per calendar year (or 2 such appraisals per calendar year following the expiration of the Systems Update Period), (y) 2 such appraisals (or updates) with respect to Borrowing Base Equipment per calendar year, in form 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 substance 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 be prepared on a basis from appraisers reasonably satisfactory to the Administrative AgentAgent setting forth the orderly liquidation value of the machinery 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, and in each case appraised at the time of such appraisals. After receipt of such appraisals, appraisals and updates shall include, among other things, information in respect of such Property may be undertaken or required by applicable law Agent pursuant to Section 4.2(k) and/or Section 5.2, the results of which shall result in changes in the “Borrowing Base” based upon changes in the components thereof relating to such Property as necessary and regulationsrequired. Further, if a Subsidiary of the Borrower exercises reinvestment rights under Section 1.8(c) and the Property in which such Subsidiary reinvests constitutes equipment, machinery and/or real Property that the Borrower desires to include in the “Borrowing Base” under the Borrowing Base Certificate, then Agent may require, as a condition thereto, appraisals of such Property that otherwise comply with the requirements of Section 4.2(k). The “Borrowing Base” shall be calculated in accordance with the terms of the Borrowing Base Certificate.

Appraisals. At any time that the Administrative Agent requestsmay obtain from time to time an appraisal of all or any part of any of the Properties, the Borrowers shall allow the prepared in accordance with written instructions from Administrative Agent, from a third-party appraiser satisfactory to, and engaged directly by, Administrative Agent at the expense 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 Borrowers, to appraise their Inventory and, in the case maturity of the U.S. BorrowersLoan, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof); providedthe cost of each such appraisal obtained by Administrative Agent following the occurrence of a Default, that each appraisal of Inventory shall by borne by Borrowers and Borrowing Base Equipment shall be conducted paid by an appraiser reasonably satisfactory to the Borrowers on written demand by Administrative Agent. Administrative Agent andshall provide a copy of such appraisal to each Lender promptly after receipt. In addition, other than during an Enhanced Collateral Monitoring Period or if a provided (a) no Default or Event of Potential Default has occurred and is continuing, reasonably satisfactory (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 cost of such appraisal, including any costs for internal review thereof, to the Borrower Representative (it being understood that the persons engaged extent required by this Section 4.16, Administrative Agent shall provide a copy of such appraisal to conduct such appraisals prior to the Closing Date are satisfactory to the Borrower Representative)Borrowers. It is understood and agreed that, so long as Provided no Event of Default or Potential Default has occurred or and is continuing, Borrowers shall have the right to request that Administrative Agent obtain, at Borrowers’ sole cost and expense, including any costs for internal review thereof, new appraisals of all or any of the Properties. In the event Administrative Agent agrees to deliver any appraisal to Borrowers, Administrative Agent and Lenders do not (a) represent that the Lenders 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 any appraisal of the Property to Borrowers is given without representation or warranty. Borrowers will hold any appraisal delivered by Administrative Agent to Borrowers in confidence and will not distribute it to any other person or entity, except Borrowers’ employees, agents, attorneys, consultants, or unless compelled by Law or judicial proceedings, without Administrative Agent’s prior written consent (which consent shall only not be permitted to conduct: (x) 2 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 the content or accuracy of any such appraisals (or updates) with respect to Inventory per calendar year (or 1 appraisal, Borrowers’ use of any such appraisal, and subsequent use of any such appraisal per calendar upon by any third party to whom any Borrower provides 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; provided, that 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 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 be prepared on a basis reasonably satisfactory to the Administrative Agent, and such appraisals and updates shall include, among other things, information required by applicable law and regulationsappraisal.

Appraisals. At Each Investment Vehicle shall obtain annual opinions as to the Appraised Value and Projected Net Proceeds of each Investment held by it. Any Person selected to 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 time that such bona fide offer received in connection with the Administrative Agent requestsmarketing 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 Agreement)) 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 Borrowers applicable Investment Vehicle shall allow obtain a new appraisal or appraisals with a Qualified Appraiser and assumptions approved by GMIMCo (such approval not to be unreasonably withheld), as follows: GMIMCo shall notify the Administrative Agentapplicable 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"), at each of GMIMCo, on the expense one hand, and 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 Borrowers, first two Qualified Appraisers shall render its opinion as to appraise their Inventory andthe 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, in the case of a forced sale, as of the U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof); 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 date immediately prior to the Closing Date are satisfactory earlier of (i) the Triggering Decision or (ii), if applicable, public announcement or other media coverage of the Triggering Decision (i.e., without giving effect to the Borrower RepresentativeTriggering Decision). It If the difference, if any, between the opinions of the first two Qualified Appraisers as to the Projected Net Proceeds is understood and agreed that, so long as no Event not greater than one percent (1%) of Default has occurred or is continuingthe average of the two opinions, the Administrative Agent and Projected Net Proceeds shall be the Lenders shall 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 average of the Systems Update Periodtwo opinions. If the difference is greater than one percent (1%), (y) the third Qualified Appraiser shall select the opinion of 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; provided, that 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 the Systems Update Period), (y) 2 such appraisals (or updates) with respect first two Qualified Appraisers 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 be prepared on a basis reasonably satisfactory to the Administrative Agent, and such appraisals and updates shall include, among other things, information required by applicable law and regulationsProjected Net Proceeds.

Appraisals. At any time that the Administrative Agent requests, the Borrowers shall allow the Administrative Agent, at the expense of the Borrowers, to appraise their Inventory and, in the case of the U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof); 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 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 PeriodPeriod 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; provided, that 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 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 be prepared on a basis reasonably satisfactory to the Administrative Agent, and such appraisals and updates shall include, among other things, information required by applicable law and regulations.

Appraisals. At any time that the Administrative Each Loan Party will permit Agent requests, the Borrowers shall allow the Administrative Agent, at the expense and each of its representatives or agents to conduct appraisals and valuations of the Collateral at such times and intervals as Agent may designate. Such appraisals and valuations shall be at Borrowers, to appraise their Inventory and, in the case of the U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof)’ expense; provided, that, Borrowers shall only be required to reimburse Agent for (i) up to two (2) appraisals and valuations in any 12 consecutive month period plus any additional appraisals and valuations that each are conducted during the existence of an Event of Default, (ii) in addition to any appraisals and valuations under the foregoing clause (i), an appraisal of Inventory any real property owned by a Loan Party that remains subject to the Mortgages, which appraisal under this clause (ii) shall commence on or before the earlier of (x) January 15, 2023 or (y) the last day of the 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) Business Days to review and raise questions or concerns with Agent and any applicable appraiser, provided that (i) during such five (5) Business Day period and any time thereafter, Agent shall be permitted to make any adjustments to the Borrowing Base Equipment (and any items included in the Borrowing Base) that are otherwise permitted by this Agreement, (ii) Agent shall be conducted have no obligation to deliver any such appraisal or valuation to Borrowers if such disclosure is prohibited by an the appraiser reasonably satisfactory to the Administrative Agent and, other than during an Enhanced Collateral Monitoring Period that prepared such appraisal or if a Default or Event of Default has occurred and is continuing, reasonably satisfactory to the Borrower Representative valuation (it being understood agreed 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 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; provided, that in any calendar year during which an Enhanced Collateral Monitoring Period has occurred or is continuing, the Administrative Agent shall be entitled use commercially reasonable efforts to conduct (x) 3 obtain such appraisals (or updates) with respect appraiser’s consent to Inventory per calendar year (or 2 such appraisals per calendar year following the expiration of the Systems Update Perioddisclosure), (y) 2 such appraisals (or updates) with respect to Borrowing Base Equipment per calendar year, and (ziii) two Borrowers shall deliver executed non-reliance letters as may be reasonably requested by Agent or any such appraisals (or updates) with respect appraiser as a condition to each parcel receipt of Borrowing Base Real Property Collateral per calendar year. For purposes copies 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 be prepared on a basis reasonably satisfactory to the Administrative Agent, and such appraisals and updates shall include, among other things, information required by applicable law and regulationsappraisals.

Appraisals. At any time that the Administrative Agent requests, the Borrowers shall allow the Administrative Agent, at the expense of the Borrowers, to appraise their Inventory and, in the case of the U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof); 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 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 upon(i) following the expiration of the Systems Update PeriodPeriod 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; provided, that 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 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 be prepared on a basis reasonably satisfactory to the Administrative Agent, and such appraisals and updates shall include, among other things, information required by applicable law and regulations.

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 Administrative Agent requests, the Borrowers shall allow the Administrative Agent, at the expense regulatory requirements of any Lender generally applicable to real estate loans of the Borrowerscategory made under this Agreement as reasonably interpreted by such Lender shall require that such Lender obtain a new or updated Appraisal in order to comply with such regulatory requirements, (ii) in connection with an expansion of a Collateral Property (but only with respect to appraise their Inventory andsuch Collateral Property), in the case of the U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof); provided, iii) at any time 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 iv) if Administrative Agent reasonably believes that there has been a casualty (which is not being restored in accordance with the terms of the 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 the Lenders shall only be permitted request of the Majority Real Estate Revolving Loan Lenders, one (1) other time during the term of this Agreement. The expense of such Appraisals or updates performed pursuant to conduct: (x) 2 such appraisals 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 Loans (except upon and during the continuation of an Event of 96 US_Active\120558968\V-3 US_ACTIVE\122519032\V-4 Default, in which event any and all Appraisals shall be at Borrowers’ expense prior to any foreclosure or updatesdeed 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 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 respect to Inventory per calendar year (any such Appraisal and shall have no liability as a result of or 1 in connection with any such appraisal per calendar upon Appraisal for statements contained in such Appraisal, including the expiration accuracy and completeness of information, estimates, conclusions and opinions contained in such Appraisal, or 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 Systems Update Period), (y) one value of 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; provided, that 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 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 yearproperty. 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 be prepared on a basis reasonably satisfactory to the Administrative Agent, and such appraisals and updates shall include, among other things, information required by applicable law and regulations.5.3

Appraisals. At any time Once in each twelve month period (unless the Parent Borrower otherwise requests that additional appraisals of Inventory be conducted in the relevant twelve month period, as provided below), so long as the sum of the Excess Availability plus the Suppressed Availability is not less than 20% of the Revolving Credit Line Cap for 2 consecutive Business Days, or no Specified Event of Default exists, at the request of the Administrative Agent requestsor Collateral Agent, the Borrowers Loan Parties will permit the Administrative Agent to conduct, and the Administrative Agent shall allow conduct, one appraisal or update thereof of their Inventory by an appraiser selected and engaged by the Administrative Agent, at the expense of the Borrowers, to appraise their Inventory and, in the case of the U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof); provided, that each appraisal of Inventory and Borrowing Base Equipment shall be conducted by an appraiser reasonably prepared on a basis satisfactory to the Administrative Agent andAgent, other than during an Enhanced Collateral Monitoring Period such appraisal or update to include, without limitation, information required by applicable law and regulations; provided, that, (a) if a Default or Specified Event of Default has occurred and is continuing, reasonably satisfactory to there shall be no limitation on the Borrower Representative (it being understood that the persons engaged to conduct number of such appraisals prior to that Administrative Agent may conduct at the Closing Date are satisfactory to expense of Borrowers, (b) if the Borrower Representative). It sum of the Excess Availability plus the Suppressed Availability is understood and agreed thatless than 20% of the Revolving Credit Line Cap for 2 consecutive Business Days during such twelve month period, so long as no Event upon the request of Default has occurred Administrative Agent or is continuingCollateral Agent, the Loan Parties will permit the Administrative Agent and the Lenders shall only be permitted to conduct: (x) , and Administrative Agent may conduct, 2 appraisals by such appraisals (or updates) with respect to Inventory per calendar year (or 1 appraiser during such appraisal per calendar upon twelve month period at the expiration expense of the Systems Update Period)Borrowers, (y) one such appraisal (or update) with respect to Borrowing Base Equipment per calendar year and (zc) one the Loan Parties will permit such appraisal (other appraisals as Administrative Agent or update) with respect Collateral Agent may request at any time at its own expense. In addition to each parcel of Borrowing Base Real Property Collateral per a calendar year; providedthe foregoing, the Parent Borrower may request in writing that in any calendar year during which an Enhanced Collateral Monitoring Period has occurred or is continuing, the Administrative Agent shall be entitled conduct additional appraisals of Inventory from time to conduct 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 (x) 3 and such appraisals (or updates) with respect to Inventory per calendar year (or 2 such shall not be considered for purposes of any limitation on appraisals per calendar year following the expiration of the Systems Update Periodprovided for herein), (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 5.155.14, it is understood and agreed that a single appraisal may consist of examinations conducted at multiple relevant sites, both domestic and international, sites and involve one or more Borrowers relevant Loan Parties and their assets. The All such appraisals shall be prepared on a basis reasonably satisfactory commenced upon reasonable notice to the Administrative AgentParent Borrower and performed during normal business hours of the Parent Borrower, and all reasonable out-of-pocket costs of such appraisals and updates shall includebe at the sole expense of the Parent Borrower, among other things, information required by applicable law and regulationsexcept for appraisals conducted pursuant to clause (c) above.

Appraisals. At 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 that following a condemnation of more than an immaterial portion, as determined by the Administrative Agent requests, the Borrowers shall allow the Administrative Agent, at of an Approved Subdivision, and (d) upon any Material Adverse Change with respect to an Approved Subdivision as determined by the expense of the Borrowers, to appraise their Inventory and, Agent WB/Neighborhoods Second Modified and Restated Loan Agreement (which in the case of (c) and (d), only the U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof); provided, Assets of that each appraisal of Inventory and Borrowing Base Equipment Approved Subdivision shall be conducted 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 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 appraiser reasonably 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 be granted one hundred-eighty (180) days from the date of 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 Administrative Agent andin 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 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 calculated against Actual Costs Incurred and no other value impairment exists other than during an Enhanced by re-Appraisal, (ii) the Obligors restore overall Collateral Monitoring Period compliance within one hundred-eighty (180) days by repaying sums outstanding under the Credit Facility, providing sufficient acceptable additional Collateral, or if a Default combination of both, (iii) the advances will be for the purpose of completing Sold Units or completing Land Under Development, (iv) the Obligors are in compliance with all Financial Covenants and no Event of Default has occurred and no Default has occurred and is continuing, reasonably satisfactory and (v) the Obligors are continuing operations, selling homes, taking sales to settlement, and repaying debt. This section shall not be subject to any provision of this Agreement or any of the Borrower Representative (it being understood 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 persons engaged WB/Neighborhoods Second Modified and Restated Loan Agreement Agent is obligated to conduct such appraisals prior to the Closing Date are satisfactory to the Borrower Representative). It is understood and agreed that, so long provide as no Event of Default has occurred or is continuing, the Administrative Agent and the Lenders shall 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; provided, that in any calendar year during which an Enhanced Collateral Monitoring Period has occurred or is continuing, the Administrative Agent stated above 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 sole grace periods and notice that 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 Obligors shall be prepared on a basis reasonably satisfactory to the Administrative Agent, and such appraisals and updates shall include, among other things, information required by applicable law and regulationsreceive.

Appraisals. At Agent may, in its Permitted Discretion, exercised in a commercially reasonable manner, at any time that after the Administrative Agent requestsClosing Date, engage the Borrowers shall allow the Administrative services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ Inventory. Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Borrowers as to the identity of any such firm. All of the fees and out-of-pocket costs and expense of the Borrowersany such firm (collectively, to appraise their Inventory and“appraisal amounts”) shall be paid for when due, in the case of the U.S. Borrowersfull and without off-set, their Borrowing Base Equipment by Borrowers and Borrowing Base Real Property Collateral Agent, in its Permitted Discretion, may conduct not less than one (including updates thereof)1) such appraisal in each calendar year; providedprovided that, 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 so long as no Default or Event of Default has occurred and is continuing, reasonably satisfactory Borrowers shall not be obligated to pay the Borrower Representative costs, fees and expenses in connection with more than one (it being understood that the persons engaged to conduct 1) 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 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 yearin any consecutive twelve-month period; provided, that further Borrowers shall be obligated to pay the costs, fees and expenses in connection with two (2) such appraisals in any calendar year during which an Enhanced Collateral Monitoring Period consecutive twelve month period to the extent that a Springing Event has occurred due to an Excess Availability Trigger during such twelve month period. In the event the value of Borrowers’ Inventory, as so determined pursuant to such appraisal, is less than anticipated by Agent or is continuingLenders, such that the Administrative Agent 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 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 make mandatory prepayments of the Systems Update Period), (y) 2 then outstanding Revolving Advances made against such appraisals (or updates) with respect Eligible Inventory so as 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 be prepared on a basis reasonably satisfactory to eliminate the Administrative Agent, and such appraisals and updates shall include, among other things, information required by applicable law and regulationsexcess Advances.

Appraisals. At any time that the Administrative Agent requests, the Loan Parties will provide Agent with Acceptable Appraisals or updates thereof of their Inventory and Equipment, such Acceptable Appraisals and updates to include, without limitation, information required by applicable Requirements of Law. The Borrowers shall allow the Administrative Agentreimburse Agent for all reasonable charges, at the expense of the Borrowers, costs and expenses related to appraise their Inventory and, in the case of the U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof)all such appraisals; 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 shall have occurred and be continuing during a calendar year, Borrowers shall not be obligated to reimburse Agent (i) 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, (ii) for more than 1 inventory appraisal in such calendar year if Revolver Usage at any time during such calendar year exceeds 15% of the Line Cap (increasing to 2 inventory appraisals if an Increased Reporting Event has occurred or is continuing, the Administrative Agent and the Lenders shall only be permitted to conduct: (x) 2 during such appraisals (or updates) with respect to Inventory per calendar year (or 1 such appraisal per calendar upon the expiration of the Systems Update Periodyear), (yiii) one subject to the other terms of this Section 5.11, for any equipment appraisals in such appraisal (or update) with respect to Borrowing Base Equipment per calendar year and (z) one if Revolver Usage at all times during such appraisal (or update) with respect to each parcel of Borrowing Base Real Property Collateral per a calendar year; provided, that 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 does not exceed 15% of the Systems Update Period), (y) 2 such appraisals (or updates) with respect to Borrowing Base Equipment per calendar yearLine Cap, and (ziv) two such appraisals (or updates) with respect subject to each parcel of Borrowing Base Real Property Collateral per calendar year. For purposes the other terms of this Section 5.155.11, it is understood 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); and agreed provided, further, that a single appraisal may consist there shall be no limitation on the number or frequency of examinations conducted appraisals that shall be at multiple relevant sites, both domestic the sole expense of the Borrowers if any Default or Event of Default shall have occurred and international, and involve one or more Borrowers and their assetsbe continuing. The appraisals Borrowers shall be prepared on a basis reasonably satisfactory reimburse Agent for all reasonable charges, costs and expenses related to the Administrative Agent, initial appraisals of the M&E included in the PP&E Component and such appraisals and updates shall include, among other things, information required by applicable law and regulations.to any appraisal of M&E of the kind described in the definition of “PP&E Component” in connection with a Borrower-requested reset of the NOLV of Eligible M&E.

Appraisals. At The Administrative Agent may from time to time (and shall upon the written request of (x) the Required Lenders or (y) the Borrower, which request by the Borrower shall be made no more than once in each calendar year) obtain an Appraisal of any time 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 requestsshall not obtain an Appraisal for any Mortgaged Property more than once in any calendar year unless (a) an Event of Default has occurred, (b) such Appraisal 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 Borrowers Borrower shall allow the Administrative Agent, at the expense deliver a copy of the Borrowers, to appraise their Inventory and, in the case of the U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof); provided, that each such appraisal of Inventory and Borrowing Base Equipment shall be conducted by an appraiser reasonably satisfactory to the Administrative Agent andpromptly upon the completion thereof and the Administrative Agent may elect, other than during in its sole discretion and subject to the approval of the Required Lenders and Applicable Laws, to treat such appraisal as an Enhanced Collateral Monitoring Period or if a Default or Appraisal. In the event that the Administrative Agent obtains an Appraisal of any Mortgaged Property and an 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 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; provided, that in any calendar year during which an Enhanced Collateral Monitoring Period has occurred or is continuingdoes not exist, the Administrative Agent shall deliver a copy of such Appraisal to the Borrower upon the completion thereof. The Administrative Agent shall deliver a copy of any Appraisal obtained by or delivered to it pursuant to this Section 8.14 to each Lender. Any increase or decrease in the Appraised Value of a Mortgaged Property as reflected in an updated Appraisal shall be entitled shown on the next Borrowing Base Certificate delivered to conduct (x) 3 such appraisals (or updates) the Lenders pursuant to Section 8.01(j); provided, however, that before an increase in Appraised Value with respect to Inventory per calendar year (or 2 a Mortgaged Property may be taken into account in calculating the Borrowing Base Property Value of such appraisals per calendar year following Mortgaged Property, the expiration Borrower must amend the Mortgage encumbering such Mortgaged Property to the extent necessary to cause the full amount of the Systems Update Period), (y) 2 increased Appraised Value to be encumbered by the Lien of 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 be prepared on a basis reasonably satisfactory to the Administrative Agent, and such appraisals and updates shall include, among other things, information required by applicable law and regulationsMortgage.