Common use of Appraisals Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

Appraisals. Agent may, in its Permitted Discretion, at any time after the Seventh Amendment Effective Date and from time to time, (a) engage The Agent on behalf of the services Banks shall require Appraisals of each of the Mortgaged Property and the Mezzanine Property in the event that the Borrower exercises its extension option pursuant to Section 2.8, which will be ordered by the Agent and reviewed and approved by the appraisal departments of the Majority Banks, in order to determine the current Appraised Value of the Mortgaged Property and the Mezzanine Property, and the Borrower shall pay to the Agent on demand all reasonable costs of all such Appraisals; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing and regulatory requirements of any Bank generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Bank shall not require more frequent Appraisals, and except as required with respect to the approval of Eligible Real Estate as a Mortgaged Property under Section 5.4, the Borrower shall not be required to pay for an independent appraisal firm Appraisal of a particular Mortgaged Property or firms Mezzanine Property except in connection with such extension request. (b) Notwithstanding the provisions of reputable standingSection 5.2(a), satisfactory the Agent may obtain Appraisals or perform internal studies updating and revising prior Appraisals with respect to Agentthe Mortgaged Property and the Mezzanine Property or such portion thereof as the Majority Banks shall determine, for the purpose of appraising determining the then current values Appraised Value of the Loan Parties’ assets Mortgaged Property and the Mezzanine Property at any time following a partial condemnation of or uninsured casualty to a Mortgaged Property or a Mezzanine Property (including without limitation Inventory) and (b) engage the services of an independent financial advisor, and provided that such advisor Appraisal shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating limited to the operation of each Loan Party’s businessaffected property). Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Borrowing Agent as to the identity of any such firms; provided that it is agreed by the parties hereto that FTI Consulting, Inc. shall be deemed to be an acceptable financial advisor. In the event the value of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess The expense of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advances. All of the fees Appraisals and out-of-pocket costs and expenses of any appraisals and reports conducted updates performed pursuant to this Section 4.7 5.2(b) shall be paid for when due, in full and without deduction, off-set or counterclaim borne by Borrowers. Notwithstanding the foregoing, no more than two (2) appraisals of Inventory shall be conducted at the expense of the Borrowers during any consecutive twelve (12) month period, and (ii) if an Event of Default shall exist, then notwithstanding anything to the contrary in the foregoing clause (i), there shall be no limitation on the number or frequency of appraisals which may be conducted at the expense of the BorrowersBorrower.

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

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

Appraisals. Agent may, in its Permitted Discretion, at any time after the Seventh Amendment Effective Date and from time to time, (a) engage The Agent on behalf of the services Banks shall require Appraisals of each of the Mortgaged Property and the Mezzanine Property in the event that the Borrower exercises its extension option pursuant to Section 2.8, which will be ordered by the Agent and reviewed and approved by the appraisal departments of the Majority Banks, in order to determine the current Appraised Value of the Mortgaged Property and the Mezzanine Property, and the Borrower shall pay to the Agent on demand all reasonable costs of all such Appraisals; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing and regulatory requirements of any Bank generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Bank shall not require more frequent Appraisals, and except as required with respect to the addition of Eligible Real Estate as a Mortgaged Property under Section 5.4, the Borrower shall not be required to pay for an independent appraisal firm Appraisal of a particular Mortgaged Property or firms Mezzanine Property except in connection with such extension request. (b) Notwithstanding the provisions of reputable standingSection 5.2(a), satisfactory the Agent may obtain Appraisals or perform internal studies updating and revising prior Appraisals with respect to Agentthe Mortgaged Property and the Mezzanine Property or such portion thereof as the Majority Banks shall determine, for the purpose of appraising determining the then current values Appraised Value of the Loan Parties’ assets Mortgaged Property and the Mezzanine Property at any time following a partial condemnation of or uninsured casualty to a Mortgaged Property or a Mezzanine Property (including without limitation Inventory) and (b) engage the services of an independent financial advisor, and provided that such advisor Appraisal shall at all times be granted by Borrowers and their Subsidiaries with full access to, and shall at all times have the right to audit, check and inspect, the books, records, audits, correspondence and all other papers relating limited to the operation of each Loan Party’s businessaffected property). Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Borrowing Agent as to the identity of any such firms; provided that it is agreed by the parties hereto that FTI Consulting, Inc. shall be deemed to be an acceptable financial advisor. In the event the value of the Loan Parties’ assets, as so determined pursuant to any such appraisal, is less than anticipated by Agent, such that the Revolving Advances are in excess The expense of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, the Borrowers shall make mandatory prepayments of then outstanding Revolving Advances so as to eliminate the excess Advances. All of the fees Appraisals and out-of-pocket costs and expenses of any appraisals and reports conducted updates performed pursuant to this Section 4.7 5.2(b) shall be paid for when due, in full and without deduction, off-set or counterclaim borne by Borrowers. Notwithstanding the foregoing, no more than two (2) appraisals of Inventory shall be conducted at the expense of the Borrowers during any consecutive twelve (12) month period, and (ii) if an Event of Default shall exist, then notwithstanding anything to the contrary in the foregoing clause (i), there shall be no limitation on the number or frequency of appraisals which may be conducted at the expense of the BorrowersBorrower.

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

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