Common use of Appraisals Clause in Contracts

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value of the Aircraft is required to be determined by an appraisal under this Section 17, Lessee and Lessor shall appoint a mutually satisfactory Appraiser to conduct such appraisal. If Lessee and Lessor fail to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiser, the determination of the single Appraiser appointed shall be final. If two Appraisers are appointed and within 7 days after the appointment of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisal.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value of the Aircraft is required to be determined by an appraisal under this Section 17, Lessee and Lessor shall appoint a mutually satisfactory Appraiser to conduct such appraisal. If Lessee and Lessor fail to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiser, the determination of the single Appraiser appointed shall be final. If two Appraisers are appointed and within 7 days after the appointment of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 190 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisal.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value of the Aircraft is required to be determined by an appraisal under this Section ss. 17, Lessee and Lessor shall appoint a mutually mutually-satisfactory Appraiser to tO conduct such appraisal. If Lessee and Lessor fail to agree upon a satisfactory Appraiser Appraiser, then each shall promptly appoint a separate Appraiser Appraiser, and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to does not so appoint an Appraiser, the determination of the single Appraiser appointed shall be final. If two Appraisers are appointed and within 7 seven days after the appointment of the latter of such two Appraisers, they cando not agree upon such amount, such two Appraisers shall, within 8 eight days after such latter appointment, appoint a third Appraiser Appraiser, and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 seven days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8eight-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current any Renewal Lease TermTerm (unless such procedure is undertaken in connection with ss. 15 or ss. 17.3.1(a), as the in which case may beit shall be completed promptlY). If three Appraisers are appointed and the difference between the determination which is farther further from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther further determination shall be excluded, the remaining two determinations shall be averaged averaged, and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisal.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value of the Aircraft is required to be determined by an appraisal under this Section 17, Lessee and Lessor shall appoint a mutually satisfactory Appraiser to conduct such appraisal. If Lessee and Lessor fail to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an AppraiserAt any time that Agent requests, the determination Loan Parties will provide Agent with Acceptable Appraisals or updates thereof of the single Appraiser appointed shall be final. If two Appraisers are appointed their Inventory and within 7 days after the appointment of the latter of such two Appraisers, they cannot agree upon such amountEquipment, such two Appraisers shallAcceptable Appraisals and updates to include, within 8 days after such latter appointmentwithout limitation, appoint a third Appraiser and such amount shall be determined information required by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment applicable Requirements of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointmentLaw. The foregoing appraisal procedure Borrowers shall reimburse Agent for all reasonable charges, costs and expenses related to all such appraisals; provided, 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 any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125such calendar year if Revolver Usage at all times during such calendar year does not exceed 15% of the difference between 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 middle determination Line Cap (increasing to 2 inventory appraisals if an Increased Reporting Event has occurred during such calendar year), (iii) subject to the other terms of this Section 5.11, for any equipment appraisals in such calendar year if Revolver Usage at all times during such calendar year does not exceed 15% of the Line Cap, and (iv) subject to the third determinationother terms of this Section 5.11, then for more than 1 equipment appraisal in such farther determination 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 provided, further, that there shall be excluded, no limitation on the remaining two determinations number or frequency of appraisals that shall be averaged at the sole expense of the Borrowers if any Default or Event of Default shall have occurred and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lesseecontinuing. The fees Borrowers shall reimburse Agent for all reasonable charges, costs and expenses related to the initial appraisals of all such Appraisers the M&E included in the PP&E Component and such to any appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase of M&E of the Aircraft following kind described in the conclusion definition of such appraisal, Lessee shall pay all expenses “PP&E Component” in connection with a Borrower-requested reset of such appraisal.the NOLV of Eligible M&E.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value At the time of each Advance by the Lender of any portion of the Aircraft is required proceeds of the Credit Facility relating to the acquisition or refinancing of any Apartment Property, the Lender shall have the right to obtain an appraisal of such Apartment Property from an appraiser designated by the Lender and approved by the Borrowers, addressed to the Lender and its assigns, which, when reviewed by the Lender and by FMMC, must indicate a value in such Apartment Property equal to not less than 1.34 times the amount of the Advance made or to be made by the Lender with respect to such Apartment Property. The basis of the appraisal calculations shown on such appraisal reports and all other aspects of the appraisal reports must be satisfactory to the Lender and FMMC in all respects. The Borrowers shall reimburse the Lender upon demand for all costs and expenses incurred by the Lender and/or FMMC with respect to the preparation and review of each appraisal required pursuant to the terms hereof. If requested by the Borrowers prior to the receipt by the Lender of any such appraisal, and so long as the Borrowers shall execute a release, in a form reasonably acceptable to the Lender, pursuant to which the Lender shall be released in full from any liability arising out of the Borrowers reliance on the conclusions contained therein, the Lender shall endeavor to obtain, at the Borrower's expense, a separate copy of such appraisal addressed to the Borrowers. In the event that, upon the receipt of any such appraisal, the value of the Apartment Property in question, as determined by an appraisal under this Section 17, Lessee and Lessor shall appoint a mutually satisfactory Appraiser to conduct the Lender based upon its review of such appraisal. If Lessee and Lessor fail , is less than that required pursuant to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiserthe terms hereof, the determination of the single Appraiser appointed Borrowers shall be final. If two Appraisers are appointed and within 7 days after the appointment of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply pay to the American Arbitration Association Lender within thirty (30) days of written demand by the Lender, a principal curtailment on the Credit Facility in an amount equal to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% amount of the difference between Advance made by the middle determination Lender with respect to such Apartment Property and seventy-five percent (75%) of the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion actual appraised value of such appraisalApartment Property, Lessee shall pay all expenses of as determined by the Lender based upon such appraisal.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value of the Aircraft is required to be determined by an appraisal under this Section ss. 17, Lessee and Lessor shall appoint a mutually mutually-satisfactory Appraiser to conduct such appraisal. If Lessee and Lessor fail to agree upon a satisfactory Appraiser Appraiser, then each shall promptly appoint a separate Appraiser Appraiser, and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to does not so appoint an Appraiser, the determination of the single Appraiser appointed shall be final. If two Appraisers are appointed and within 7 seven days after the appointment of the latter of such two Appraisers, they cando not agree upon such amount, such two Appraisers shall, within 8 eight days after such latter appointment, appoint a third Appraiser Appraiser, and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 seven days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8eight-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current any Renewal Lease TermTerm (unless such procedure is undertaken in connection with ss. 15 or ss. 17.3.1(a), as the in which case may beit shall be completed promptly). If three Appraisers are appointed and the difference between the determination which is farther further from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther further determination shall be excluded, the remaining two determinations shall be averaged averaged, and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisal.

Appraisals. Whenever (a) If Lessee and Lessor are unable to agree upon the Fair Market Value or Fair Market Rental Value (each a "Value") of Equipment at any time, and the parties are unable to resolve such dispute pursuant to reasonable negotiations among themselves and if either Lessor or Fair Market Sales Lessee shall have given written notice to the other requesting determination of such Value by appraisal (provided, however, no such notice shall be given earlier than 12 months prior to the end of the Aircraft is required to be determined by an appraisal under this Section 17Initial Term for such Item), Lessor and Lessee and Lessor shall appoint consult for the purpose of appointing a mutually satisfactory Appraiser to conduct such appraisalacceptable independent appraiser. If Lessee and Lessor fail they are unable to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint on an Appraiser, the determination appraiser within 30 days of the single Appraiser appointed shall be final. If two Appraisers are appointed and within 7 days after the appointment of the latter giving of such two Appraisersnotice, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either then Lessor or Lessee may apply to the American Arbitration Association (or its successor, the "Association") for a list of independent appraisers qualified to make determine such appointmentValue. If either Lessor or Lessee does not find an acceptable appraiser on such list, it may request a second list from the Association. The Lessor and both parties Lessee shall each select one appraiser from the list. The Association will be asked to commission the two appraisers so chosen to determine such Value, with identical instructions being given to each and without revealing (and Lessor and Lessee shall not reveal) which party chose which appraiser. The appraiser or appraisers appointed pursuant to the foregoing procedure shall be bound by instructed to determine such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 Value within 20 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then after such farther determination shall be excluded, the remaining two determinations shall be averaged appointment and such average determination shall be final and binding upon Lessor and Lesseethe parties. OtherwiseIf two appraisers shall be appointed, the average of all three their determinations shall be final reported only to the Association, which shall be asked to average them and binding upon report only the average (and not the individual determinations) to the Lessee and Lessor and Lesseesuch average shall constitute the determination of the appraisers. The fees and expenses of all such Appraisers and such appraisal procedure the appraiser or appraisers shall be borne shared equally by Lessor and Lessee and unless either (i) the Value so determined shall be greater than 110% of the Value proposed by Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase in which event the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses such costs, or (ii) the Value so determined shall be less than 90% of the Value proposed by Lessor, in which event Lessor shall pay such appraisalcosts.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value of the Aircraft is required to be determined by an appraisal under this Section 17, Lessee and Lessor shall within 7 days after the expiration of the 35-day period referred to in Sections 17.2.2(b), 17.2.3.(c) and 17.3.2 appoint a mutually satisfactory Appraiser to conduct such appraisal. If Lessee and Lessor fail to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiser, the determination of the single Appraiser appointed shall be final. If two Appraisers are appointed and within 7 days after the appointment of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED provided that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisal. The foregoing appraisal procedure shall in any event be completed no less than 97 days prior to the Scheduled Expiration Date or Renewal Term Expiration Date, or, if a Renewal Lease Term of six months or less is then in effect, no less than 35 days before the end of such Renewal Lease Term. It is understood that if such appraisal process shall not have been completed by such time due to any delays or lateness caused by Lessor with respect to the time constraints set forth in this Section 17, then the notice requirements for the delivery by Lessee of any Renewal Notice under Section 17.2.1(a) or any Purchase Notice under Section 17.3.1(b) shall each be reduced from their present number by the same number of days as the completion of the appraisal procedure shall have been delayed in each case past such 97-day time limit.

Appraisals. Whenever Fair Market Rental Value All appraisals shall be ordered by RGC Capital or Fair Market Sales Value its approved affiliates only after Lender of Record’s receipt of Borrower/s credit approval. Appraisals shall be completed by one of the Aircraft Lender’s list of appraisers. In connection with the preparation or submission of any Loan Package, Broker shall not utilize any real estate appraiser, credit reporting agency, or other vendor that is required not acceptable in writing by Lender of Record. Failure to abide by this material provision shall constitute grounds for rejection of the loan by Xxxxxx of Record, and RGC Capital shall be determined held harmless and fully indemnified by Xxxxxx regarding the Lender’s selection of appraisers. RGC Capital may, however, give consideration to accepting an appraisal previously conducted by an outside source not on the lender’s list, subject to conditions and restrictions (i.e., written approval) set forth herein. RGC Capital shall be fully released and held harmless by Broker from any liability resulting from the ordering of an appraisal under this Section 17not authorized by Lender of Record prior to the receipt of loan approval, Lessee and Lessor Broker shall appoint a mutually satisfactory Appraiser to conduct accept full liability for any such appraisal fees and required refunds in the event of said unauthorized appraisals. RGC Capital hereby makes no guarantees, warranties verbal, written and/or implied regarding the Lender’s acceptance or approval of outside appraisals. As such, RGC Capital shall not be liable for any underwriting delays and or failures of closing of said loan caused by an outside appraisal. If Lessee The Lender of Record or its affiliates may request another appraisal from one of their lists of appraisers at their sole discretion and Lessor fail at Xxxxxxxx’s expense. The Lender of Record or its affiliates may charge an appraisal review and environmental insurance study fee as part of underwriting and may require additional time to agree upon a satisfactory Appraiser then each close said loan. RGC Capital shall promptly appoint a separate Appraiser not be responsible and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiser, the determination of the single Appraiser appointed shall be final. If two Appraisers are appointed and within 7 days after held harmless from, among other items, any upfront fees paid by the appointment Borrower/s as part of underwriting the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisalcontemplated loan.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value Any valuations of the Aircraft Property which the Venturers have agreed is required to be determined by an appraisal under this Section 17appraisals shall be determined in Boston, Lessee and Lessor Massachusetts as follows: The initiating Venturer shall appoint designate by notice to the other Venturer a mutually satisfactory disinterested member of the American Institute of Real Estate Appraisers ("MAI Appraiser") to serve on the Appraisal Panel (as defined below). Upon receipt of such notice from the initiating Venturer, the other Venturer shall have fourteen (14) days in which to designate its own disinterested MAI Appraiser to conduct serve on the Appraisal Panel by serving notice of such appraisaldesignation to the other Venturer. In the event that any Venturer shall fail to designate an MAI Appraiser within such fourteen-day period, only those MAI Appraiser(s) who have been properly selected by the Venturers shall serve on the Appraisal Panel. The MAI Appraisers so designated by the Venturers in accordance with the foregoing shall then have ten (10) days in which to designate a final MAI Appraiser (the "Final Appraiser"). If Lessee and Lessor fail the MAI Appraisers designated by the Venturers are unable to unanimously agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and on such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Final Appraiser, any Venturer may request the determination Suffolk Superior Court Judge in Suffolk County to appoint such Final Appraiser, and the MAI Appraisers designated by the Venturers and the Final Appraiser (the "Appraisal Panel") shall each appraise the Property taking into account appropriate indicators of the single Appraiser appointed shall be finalvalue of such Property. If two Appraisers are appointed and within 7 Within 30 days after the appointment of the latter of Final Appraiser, each MAI Appraiser designated by a Venturer shall submit his findings in writing to the Final Appraiser. Any such two Appraisers, they canfindings which are not agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third timely submitted to the Final Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following disregarded for purposes of calculating the appointment fair market value of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointmentProperty. The foregoing appraisal procedure Final Appraiser shall in any event be completed no less than 125 days before then submit his findings along with the end findings of all of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three other MAI Appraisers are appointed which have been timely submitted to each Venturer and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations the appraisal value of the Final Appraiser and the appraisal value closest thereto shall be final and binding upon Lessor and Lesseedeemed the fair market value of the Property. The Each Venturer shall pay the fees and expenses of all the MAI Appraiser appointed by it, or in whose stead, as above provided, such Appraisers appraiser was appointed, and such appraisal procedure the fees and expenses of the Final Appraiser, if any, shall be borne equally by Lessee and Lessorthe Venturers; provided, PROVIDED however, that if Lessee elects not the foregoing appraisal procedure is used to renew determine the value of the Property pursuant to Section 6.02(d), all such fees and expenses shall be borne by the Company. To be qualified to be selected or designated as an MAI Appraiser for purposes of this Lease or purchase Paragraph, such MAI Appraiser must demonstrate (1) current good standing in the Aircraft following American Institute of Real Estate Appraisers as evidenced by a certificate from such institute, and (2) past appraising experience in the conclusion Metropolitan Boston market of such appraisal, Lessee shall pay all expenses of such appraisalat least seven (7) years for comparable commercial properties.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value (a) The Agent's obligation to make available the Loan shall be subject to the receipt by the Agent of an appraisal of each Eligible Project from an appraiser designated by the Agent. The basis of the Aircraft is required to be determined by an appraisal under this Section 17, Lessee calculation shown on the appraisal report and Lessor shall appoint a mutually satisfactory Appraiser to conduct such appraisal. If Lessee and Lessor fail to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiser, the determination all other aspects of the single Appraiser appointed shall appraisal report must be final. If two Appraisers are appointed and within 7 days after the appointment of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply satisfactory to the American Arbitration Association to make such appointment, Agent in all material respects and both parties shall be bound by such appointmentcomply with all requirements of FIRREA. The foregoing appraisal procedure Borrowers shall in any event be completed no less than 125 days before reimburse the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of Agent for all three determinations shall be final and binding upon Lessor and Lessee. The fees costs and expenses of all such Appraisers incurred by the Agent in connection with the preparation and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses review of such appraisal. (b) In addition, the Agent shall have the right but not the obligation to require updated appraisals of any or all of the Eligible Projects, which appraisals shall be prepared by an appraiser or appraisers designated by the Agent and shall be in all respects reasonably acceptable to the Agent. The Borrowers shall reimburse the Agent upon demand for all costs and expenses incurred by any of the Lenders with respect to the preparation and review of all future appraisals required pursuant to the terms hereof not to exceed one (1) future appraisal per Eligible Project per annum. The costs of any future appraisal in excess of one (1) future appraisal per Eligible Project per annum shall be borne by the Lenders. (c) Appraisals shall include, if deemed necessary by the Agent, in its sole discretion, updated discounted cash flow analysis, inspections of and commentary on the physical status of the applicable Facility and an engineering review. The basis of the appraisal calculations shown on such appraisal reports and all other aspects of the appraisal reports must be satisfactory to the Agent in all material respects. If the Borrowers have paid the cost of the appraisal, a copy of the appraisal will be provided to the Borrower upon its signing of the Agent's standard appraisal release letter. (d) A Default shall occur, if upon receipt of an updated appraisal, the value of the Facility, as determined by the Agent based upon its review of such appraisal is less than that required pursuant to this Agreement; provided, however, that the Borrowers will have three (3) days to cure such Default after notice thereof by the Agent.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value of the Aircraft is required to be determined by an appraisal under the foregoing provisions of this Section 17, Lessee and Lessor shall shall, within seven days after the expiration of the 35-day period referred to in Section 17.3.2, appoint a mutually satisfactory Appraiser to conduct complete such appraisalappraisal within seven days of the appointment and the determination of such Appraiser shall be final and binding on Lessor and Lessee. If Lessee and Lessor fail to agree within such 7-day period upon a satisfactory Appraiser then each shall promptly within one day thereafter appoint a separate Appraiser and such Appraisers shall within seven days of such appointment jointly determine such amount, and such jointly determined amount shall be final and binding on Lessor and Lessee. If either Lessee or Lessor fails to so appoint an Appraiser, the determination of the single Appraiser appointed shall be finalfinal and binding on Lessor and Lessee. If two Appraisers are appointed and within 7 xxxxx days after the appointment of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 two days after such latter appointmentseventh day, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 seven days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to in accordance with the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end following provisions of the Base Lease Term or the current Renewal Lease Term, as the case may bethis Section 17. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. If no such third Appraiser is appoixxxx within such 2-xxx period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall cooperate in making, and be bound by, such appointment. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisalLessee.

Appraisals. Whenever Except as otherwise provided in the applicable resolution for the Fair Market Rental Value Adjustment of Rent, this Section governs the process for all appraisals required or Fair Market Sales Value permitted in this Agreement. Any time an appraisal is required or permitted by this Agreement, Lessor and Lessee shall each select an independent appraiser with qualifications of MAI to appraise Tidelands properties. Each party shall pay the costs of their selected appraiser. If the two (2) appraisals return with a fair market value that is within five percent (5%) of each other the two (2) appraisal fair market values shall be averaged to produce the fair market value of the Aircraft affected Premises. For clarity, if one (1) appraiser concludes thirteen percent (13%) and one (1) appraiser concludes fifteen percent (15%) the difference in their conclusions is required to thirteen and 333/1,000ths percent (13.333%) and therefore a third appraisal would be determined by an appraisal under this Section 17, Lessee and Lessor shall appoint a mutually satisfactory Appraiser to conduct such appraisalneeded. If Lessee and Lessor the two (2) appraisers should fail to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiseron the fair market value, the determination of the single Appraiser appointed shall be final. If two Appraisers are appointed and within 7 days after the appointment of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the two appraisals exceeds five percent (5%), then the two (2) appraisers thus appointed shall mutually appoint a third MAI designated appraiser, and in case of their failure to agree on a third appraiser within thirty (30) calendar days after their individual determination which is farther from of the middle determination fair market value, either party may apply to the Presiding Judge of the Superior Court for Orange County, requesting said Judge to appoint the third MAI designated appraiser. The costs of the third appraiser, if any, shall be split equally between the Lessor and the middle determination is more than 125% Lessee. The third appraiser so appointed shall meet and confer with the two (2) other appraisers and then conduct its own analysis to determine the fair market value of the difference between the middle determination affected Premises within sixty (60) calendar days of their appointment and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations the fair market value per square foot as set forth in the appraisals of the two (2) closest appraisers shall be final used as the fair market value. All MAI appraisers appointed or selected pursuant to this subsection shall have at least ten (10) years experience appraising Tidelands in the Southern California area and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessorfree of conflicts (i.e., PROVIDED that if Lessee elects not to renew this Lease no appraisers shall rent a boat slip or purchase the Aircraft following the conclusion of such appraisaloffice space from Lessor or lessees, Lessee shall pay all expenses of such appraisaletc.).

Appraisals. Whenever Fair Market Rental 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 Fair Market Sales replaced so that no Investment is appraised by the same appraiser for more than three consecutive years. GMIMCo shall have the right to approve the Qualified Appraiser and the assumptions underlying each appraisal, such approval not to be unreasonably withheld. If (i) GMIMCo does not approve the assumptions underlying an appraisal and the applicable Investment is the subject of an Initial Forced Sale Notice or a redemption pursuant to Article 4, (ii) the Appraised Value has not been determined within the one year period prior to an Initial Forced Sale Notice or the Proposed Liquidation Date, as applicable, or (iii) an event (including a bona fide third party purchase offer that differs from the most recent appraisal by more than five percent (5%) (but not including any such bona fide offer received in connection with the marketing of an Investment for sale for purposes of funding any redemption or other payments required to be made to any GM Investor under the terms of this 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 applicable Investment Vehicle shall obtain a new appraisal or appraisals with a Qualified Appraiser and assumptions approved by GMIMCo (such approval not to be unreasonably withheld), as follows: GMIMCo shall notify the applicable Investment Vehicle in writing (the "Appraisal Notice") of its intent to trigger this appraisal process. Within ten days following the Appraisal Notice (the "Appointment Date"), each of GMIMCo, on the one hand, and such Investment Vehicle, on the other hand, shall select a Qualified Appraiser. Within ten days following the Appointment Date, the first two Qualified Appraisers shall select a third Qualified Appraiser. Within thirty days following the Appointment Date, each of the first two Qualified Appraisers shall render its opinion as to the Appraised Value of the Aircraft is required affected Investment or Investments and the Projected Net Proceeds that would be distributable with respect to be determined by an a sale thereof as of the date of the appraisal under this Section 17or, Lessee and Lessor shall appoint in the case of a mutually satisfactory Appraiser forced sale, as of the date immediately prior to conduct such appraisalthe 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 Triggering Decision). If Lessee and Lessor fail to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiserthe difference, if any, between the determination opinions of the single Appraiser appointed shall be final. If first two Qualified Appraisers are appointed and within 7 days after the appointment of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply as to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less Projected Net Proceeds is not greater than 125 days before the end one percent (1%) of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations the two opinions, the Projected Net Proceeds shall be final and binding upon Lessor and Lesseethe average of the two opinions. The fees and expenses If the difference is greater than one percent (1%), the third Qualified Appraiser shall select the opinion of all such one of the first two Qualified Appraisers and such appraisal procedure shall to be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisalProjected Net Proceeds.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value For the purpose of determining the appropriate reduction in the Rent payable hereunder in the event of a partial condemnation of the Aircraft Premises as set forth in subparagraph 16.1 of this Paragraph 16 and for the purpose of determining any value or amount which is required to be determined by appraisal pursuant to subparagraph 16.3 of this Paragraph 16, Sublessor and Sublessee shall use good faith efforts to reach an appraisal under this Section 17agreement as to such Rent reduction, Lessee or other value or amount. If Sublessor and Lessor Sublessee are unable to agree on such reduction, value or amount within thirty (30) days from the date of receipt by Sublessee of written notice of such condemnation, Sublessor and Sublessee shall each appoint a mutually satisfactory Appraiser one appraiser to conduct determine the applicable value(s) or amount(s), and each shall promptly notify the other of such appointment. If either party shall fail or refuse so to appoint an appraiser and give notice thereof within thirty (30) days after written request from the other party, the appraiser appointed by such other party shall within an additional thirty (30) days thereafter individually make any such appraisal. If Lessee and Lessor fail to agree upon a satisfactory Appraiser then the parties have each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint appointed an Appraiserappraiser, the determination of the single Appraiser two appraisers thus appointed shall be final. If two Appraisers are appointed and make such determination within 7 thirty (30) days after the appointment date of the latter later notice of appointment. If such two Appraisersappraisers are unable to agree on such determination within said thirty (30) days, they cannot agree upon such amount, such two Appraisers shall, within 8 an additional ten (10) days after such latter appointmentthereafter, jointly appoint a third Appraiser and appraiser; if they fail so to appoint such amount third appraiser within said ten (10) days, the third appraiser shall be determined appointed jointly by such three Sublessor and Sublessee (or upon their inability to agree, by the American Institute of Real Estate Appraisers, who or its successor). The three appraisers so appointed shall then promptly make their separate appraisals within 7 days following the appointment such determination by majority vote. Any determination made pursuant to this subparagraph 16.6 shall be binding and conclusive upon Sublessor and Sublessee, without any right of appeal. All appraisers appointed hereunder shall be competent, qualified by training and experience, disinterested, independent, and members in good standing of the third AppraiserAmerican Institute of Real Estate Appraisers, and any determination so made or its successor. All appraisal reports shall be conclusive rendered in writing and binding upon Lessor and Lesseesigned by the appraiser or appraisers making the report. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties Each party shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of pay all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all charged or incurred by the appraiser appointed by such Appraisers party; fees and such appraisal procedure expenses charged or incurred by the third appraiser and fees and expenses which cannot be reasonably attributed to any one appraiser shall be borne equally by Lessee Sublessor and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisalSublessee.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value (a) During the Interim Term, Lessee shall at its expense cause to be delivered to Lessor an Appraisal of each Item of Equipment for which no Appraisal has been previously delivered upon the earliest of: (i) on the date six (6) months after the last previous Appraisal Date (or, if no Appraisal Date has occurred, after the Closing Date), (ii) if after the last previous Appraisal Date (or, if no Appraisal Date has occurred, six (6) months after the Closing Date), Items of Equipment with an aggregate Acquisition Cost in excess of fifteen million dollars ($15,000,000) have been made subject to this Lease Agreement for which no Appraisal has been previously delivered, on the date of the Aircraft is required Lease Agreement Supplement for the Item of Equipment that caused such fifteen million dollars ($15,000,000) threshold to be determined by an appraisal under exceeded, (iii) on the day six (6) Business Days prior to the Basic Term Commencement Date, and (iv) if after the last previous Appraisal Date (or, if no Appraisal Date has occurred, after the Closing Date), Replacement Equipment for which no Appraisal has been previously delivered and which has aggregate Acquisition Costs in excess of 10% of the aggregate Casualty Loss Value for all Equipment then subject to this Section 17Lease Agreement shall have been substituted for Items of Equipment, on the date of the Substitution Notice for the Item of Replacement Equipment that caused such 10% threshold to be exceeded. (b) During the Basic Term, Lessee and Lessor shall appoint a mutually satisfactory Appraiser to conduct such appraisal. If Lessee and Lessor fail to agree upon a satisfactory Appraiser then at its own expense cause an Appraisal of each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiser, item of Replacement Equipment for which no Appraisal has been previously delivered each time the determination aggregate Acquisition Costs of all Replacement Equipment for which no Appraisal has been delivered hereunder exceeds ten (10) per cent of the single Appraiser appointed aggregate Acquisition Costs for all Equipment then subject to this Lease Agreement. Such Appraisal shall be final. If two Appraisers are appointed and delivered to Lessor within 7 ten (10) days after the appointment date of the latter Substitution Notice for the Replacement Equipment that caused such ten (10) percent threshold to be exceeded. (c) If any Appraisal states that the estimated fair market value or Residual Value of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment an Item of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser Equipment is appointed within such 8-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term Casualty Loss Value or the current Renewal Lease TermResidual Value, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% respectively, for such Item of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisalEquipment, Lessee shall pay all expenses within thirty (30) days of the date of such appraisalAppraisal at its expense cause such Item of Equipment to be replaced or supplemented in accordance with Section 13 with one or more Items of Replacement Equipment that meets the requirements of Section 13(a).

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales (a) An Appraisal of each Pool I Contributed Investment shall be undertaken by the Appraiser on the occurrence of each Appraisal Event. (b) The Sponsor Subsidiaries shall co-operate with the Appraiser, Trinity, Red River and the Agent to ensure that each Appraisal is timely completed in accordance with the provisions of this Section 5.07. The Sponsor Subsidiaries shall, promptly following the occurrence of an Appraisal Event, provide the Appraiser with access to all documents, records and other information necessary for the Appraiser to complete the Appraisal in accordance with this Section 5.07. (c) Prior to the Liquidation Start Date under the Trinity Company Agreement, Sabine shall, on the date of each Appraisal Event with respect to a Pool I Publicly Traded Investment, deliver a certificate to Trinity and the Sponsor Subsidiary Collateral Agent certifying the revised Carrying Value of such Pool I Publicly Traded Investment. Absent manifest error, the Aircraft is required revised Carrying Value of such Pool I Publicly Traded Investment shall be deemed to be determined by the value set forth in such certificate. (d) An Appraisal of a Pool I Contributed Investment (other than an appraisal under this Section 17, Lessee and Lessor Appraisal pursuant to clause (c) above) shall appoint a mutually satisfactory Appraiser to conduct such appraisal. If Lessee and Lessor fail to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiser, be completed as soon as reasonably practicable after the determination occurrence of the single Appraiser appointed shall be final. If two Appraisers are appointed and relevant Appraisal Event, but in any event within 7 30 days after the appointment date of occurrence of such Appraisal Event (or, if such 30th day is not a Business Day, the next succeeding Business Day) (the date of completion of such Appraisal, the "APPRAISAL DATE"). (e) If an Appraisal of a Pool I Contributed Investment pursuant to clause (d) above is not completed within 30 days after the date of occurrence of the latter Appraisal Event giving rise to the Appraisal (or if such 30th day is not a Business Day, the next succeeding Business Day), then the value of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount Pool I Contributed Investment shall be determined by deemed to be $0 until the next Appraisal Date for such three AppraisersPool I Contributed Investment. (f) Within 5 Business Days after the Appraisal Date, who a Responsible Officer of El Paso shall make their separate appraisals within 7 days following deliver to Trinity a Compliance Certificate, showing the appointment pro forma calculations of the third Appraiserfinancial covenants in Section 5.04(a), (b) and (d) and the second sentence of Section 5.06(a) in sufficient detail as of the date of such Compliance Certificate, together with copies of any determination so made such Appraisals; provided that such pro forma calculations shall use the newly appraised Carrying Values of all Pool I Contributed Investments and the EBITDA and the book equity values of such Pool I Contributed Investments as of date of the financial statements reflected in the last Compliance Certificate delivered pursuant to Section 5.03(c). For the purposes of this clause (f), an Appraisal of each Pool I Publicly Traded Investment shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to undertaken on the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion date of such appraisal, Lessee shall pay all expenses Compliance Certificate to enable calculation of such appraisalfinancial covenants.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value Parcels that do not qualify as a Waiver Parcel will require a full appraisal by a state licensed/certified independent real estate appraiser (the “Appraiser”), qualified to conduct appraisals in accordance with the requirements of the Aircraft Uniform Act. The Appraiser shall not have an interest, direct or indirect, in the property being evaluated. 1. An appraisal will be ordered for each parcel or the merged/combined parcel that does not qualify as a Waiver Parcel (an “Appraisal”). Once an Appraisal is required ordered, a status of “Appraisal Ordered” will be entered into the Land Database for the relevant parcel. 2. The Clean Line Entities or the Land Agent will contact the landowner to determine if the landowner would like to accompany the Appraiser during the site inspection of the property. The landowner will be given the opportunity to present information and material for consideration by the Appraiser that the landowner believes is relevant to determining the value of the easement property. All such information and material received from the landowner by the Clean Line Entities , the Land Agent or any other contract employees will be provided to the Appraiser for consideration. 3. The Appraiser will be informed by an employee or representative of the Clean Line Entities (the “Appraisal Coordinator”) as to whether the landowner wants to be present during the Appraiser’s site inspection of the property. 4. The Appraiser will prepare Appraisals according to and consistent with the requirements of USPAP and relevant state and local requirements. The Appraiser will be provided with the following information before beginning the appraisal process for each parcel or merged/combined parcel: (a) Name, address and phone number(s) of the landowner i. The Appraiser will contact the landowner if it was determined by an appraisal under this Section 17, Lessee and Lessor shall appoint a mutually satisfactory Appraiser that the landowner wants to conduct such appraisalbe present during the inspection. ii. If Lessee and Lessor fail to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee In the event the landowner cannot be reached via phone or Lessor fails to so appoint an Appraiservia mail, the determination Appraiser will contact the Appraisal Coordinator, and the Appraisal Coordinator will communicate with the landowner to determine if the landowner wishes to be present. The Appraisal Coordinator will communicate its findings to the Appraiser in an expeditious manner. (b) Vesting deeds or title report, if available (c) Sketch of the single Appraiser appointed shall be finalproposed easement area (d) Sample Easement Agreement 5. If two Appraisers are appointed and within 7 days after the appointment Upon completion of the latter of such two AppraisersAppraisal, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment an electronic copy of the third AppraiserAppraisal will be delivered to the Clean Line Entities, the Appraisal Coordinator, and any determination so made shall the Review Appraiser (as defined in Section VI below) and a status will be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to entered into the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end Land Database of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisal“Appraisal Received.”

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value Mortgagor covenants and agrees that Mortgagee may obtain an appraisal of the Aircraft Mortgaged Property when required by the regulations of the Federal Reserve Board of the Office of the Comptroller of the Currency or at such other times as the Mortgagee may reasonably require, but no more than once per year, if Mortgagee has reasonable belief that the value of the Mortgaged Property may have declined, or if the loan is required to in default. Such appraisals shall be determined performed by an independent third party appraiser selected by the Mortgagee and Mortgagor shall provide Lender, at Mortgagor's sole cost and expense, the current appraisal under this Section 17of the Mortgaged Property within seventy-five (75) days of Mortgagee's written request for the same. The cost of such appraisal shall be borne by the Mortgagor. If requested by Mortgagee, Lessee and Lessor the Mortgagor shall appoint a mutually satisfactory Appraiser execute an engagement letter addressed to conduct the appraiser selected by the Mortgagee. Mortgagor's failure or refusal to sign such an engagement letter however shall not impair Mortgagee's right to obtain such an appraisal. Mortgagor agrees to pay the cost of such appraisal within ten (10) days after receiving an invoice for such appraisal. If Lessee and Lessor fail Mortgagor's failure to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiser, comply with the determination of the single Appraiser appointed terms herein shall be final. If two Appraisers are appointed and within 7 days after the appointment deemed an Event of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisalDefault hereunder.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value of the Aircraft is required to be determined by an appraisal under this Section 17, Lessee and Lessor shall appoint a mutually satisfactory Appraiser to conduct such appraisal. If Lessee and Lessor fail to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiser, the determination of the single LEASE AGREEMENT BASE PAGE 51 245 Appraiser appointed shall be final. If two Appraisers are appointed and within 7 days after the appointment of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED provided that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisal.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value If, at any time, this Agreement shall require the determination of any value by appraisal, each appraiser appointed in accordance with the provisions of this Section 35 shall be independent and shall have substantial experience in valuing assets and business operations of the Aircraft is required type involved, and one or more such appraisers shall be appointed to determine such value, as follows: (i) A single appraiser shall be determined appointed by an appraisal under this Section 17agreement of the parties on each side of the issue (each “Side“), Lessee and Lessor shall appoint if they are able to so agree within 10 days after either Side submits a mutually satisfactory Appraiser written request to conduct such appraisal. the other Side requesting the other Side to so agree. (ii) If Lessee and Lessor fail the Sides are unable to agree upon a satisfactory Appraiser then single appraiser, as described in the preceding subparagraph (i), the Sides each shall promptly appoint one appraiser within 10 days after either Side submits to the other Side a written notice of appointment of one appraiser and requesting such other Side to appoint a separate Appraiser and such Appraisers second appraiser. (iii) If the other Side fails or refuses to make a timely appointment of the second appraiser, as described in the preceding subparagraph (ii), the single appraiser appointed by the Side giving the notice described in said subparagraph shall jointly determine such amountmake the required determination of value. If either Lessee or Lessor fails a single appraiser is appointed to so appoint an Appraiser, make the determination of value, that appraiser shall issue a written final report promptly following the completion of such determination. If two appraisers are appointed to make such determination, and if they agree on such value, they shall issue a single Appraiser appointed written final report promptly following the completion of such determination. If the two appraisers cannot agree, they shall issue separate written interim reports promptly following the completion of their respective determinations, and they shall appoint a third appraiser who shall make a separate determination of value and issue a separate written report (which shall constitute the final report in this situation) promptly following the completion of such determination. If the value determined by the third appraiser (A) is greater than the higher of the first two appraisals, then the higher of the first two appraisals shall be the value; or (B) is less than the lower of the first two appraisals, then the lower of the first two appraisals shall be the value; or (C) is between the first two appraisals, then the third appraisal shall be the value. A final determination of value by the appraiser(s) in accordance with this Section 35 shall be final, binding and conclusive upon all parties hereto and upon all other persons, if any, claiming through such parties. If two Appraisers are appointed and within 7 days after All costs of any appraisals (including the appointment fees of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure appraisers) under this Section 35 shall be borne equally by Lessee and Lessorthe Sides, PROVIDED except that if Lessee elects not each such Side shall be separately responsible for the fees of the appraiser appointed by such Side pursuant to renew this Lease or purchase Section 35(a)(ii), unless the Aircraft following the conclusion provisions of such appraisal, Lessee shall pay all expenses of such appraisalSection 35(a)(iii) apply.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value of the Aircraft is required to be determined by an appraisal under this Section (S) 17, Lessee and Lessor shall appoint a mutually mutually-satisfactory Appraiser to conduct such appraisal. If Lessee and Lessor fail to agree upon a satisfactory Appraiser Appraiser, then each shall promptly appoint a separate Appraiser Appraiser, and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to does not so appoint an Appraiser, the determination of the single Appraiser appointed shall be final. If two Appraisers are appointed and within 7 seven days after the appointment of the latter of such two Appraisers, they cando not agree upon such amount, such two Appraisers shall, within 8 eight days after such latter appointment, appoint a third Appraiser Appraiser, and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 seven days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8eight-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may beapplicable. If three Appraisers are appointed and the difference between the determination which is farther further from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther further determination shall be excluded, the remaining two determinations shall be averaged averaged, and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisal.

Appraisals. Whenever 19.1 If an independent appraisal of Fair Market Rental Value or Fair Market Sales Value of Value, as the Aircraft case may be is required pursuant to this Lease, then the independent appraisal shall be determined arrived at by mutual agreement of two nationally recognized, independent Aircraft appraisers, one chosen by Lessor and one chosen by Lessee, or, if such appraisers cannot agree on the amount of such appraisal, their appraisals shall be treated in the manner described in Subsection 19.2 with an appraisal under this Section 17arrived at by a third nationally recognized, Lessee and Lessor independent Aircraft appraiser chosen by the mutual consent of such two appraisers; provided, however, that if either party shall appoint a mutually satisfactory Appraiser to conduct such appraisal. If Lessee and Lessor fail to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiserappraiser within 15 Business Days after a written request to do so by the other party, or if such two appraisers cannot agree on the determination amount of such appraisal within 20 Business Days after the single Appraiser appointed shall be final. If two Appraisers are appointed and within 7 days after date of the appointment of the latter second of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appraisers and fail to appoint a third Appraiser appraiser within seven Business Days after the expiration of such 20-day period, then either party may apply to the American Arbitration Association located in Boston, Massachusetts to make such appointment. 19.2 If two appraisers are chosen as provided in Subsection 19.1, and such amount appraisers agree on the value, such value shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and any determination so made shall be conclusive final and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties three appraisers shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther further from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther further determination shall be excluded, the remaining two determinations shall be averaged averaged, and a value equal to such average shall be final and binding upon Lessor and Lessee. Otherwise, Otherwise a value equal to the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisal.

Appraisals. Whenever Fair Market Rental Value At the Borrower’s expense, any Agent may conduct appraisals or Fair Market Sales Value updates thereof of Holdings’ and its Subsidiaries’ Inventory by an appraiser selected and engaged by such Agent, and prepared on a basis reasonably satisfactory to such Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulations; provided, however, (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 Credit are outstanding during such calendar year, (b) the Borrower shall only be obligated to reimburse the Agents for two appraisals in any calendar year if Revolving Credit Loans or Swingline Loans or Letters of Credit are outstanding during such calendar year and no Weekly Reporting Period has occurred during such calendar year, and (c) the Borrower shall only be obligated to reimburse the Agents for three appraisals in any caleandar year if any Weekly Reporting Period has occurred during calendar year; provided further, however, if an Event of Default has occurred and is continuing clauses (a) – (c) shall not apply and there shall be no limitation as to the number and frequency of appraisals during such calendar year for which the Borrower is obligated to reimburse the Agents. For purposes of this Section 9.16, it is understood and agreed that a single appraisal may consist of appraisals conducted at multiple relevant sites and involve one or more relevant Credit Parties and their assets. So long as no Event of Default has occurred and is continuing, all such appraisals shall be commenced upon reasonable notice to the Borrower and performed during normal business hours of the Aircraft is required to be determined by an appraisal under this Section 17, Lessee and Lessor shall appoint a mutually satisfactory Appraiser to conduct such appraisal. If Lessee and Lessor fail to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiser, the determination of the single Appraiser appointed shall be final. If two Appraisers are appointed and within 7 days after the appointment of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisalBorrower.

Appraisals. Whenever Fair Market Rental Value Administrative Agent may obtain from time to time an appraisal of all or Fair Market Sales Value any part of any Property, prepared in accordance with written instructions from Administrative Agent, from a third-party appraiser satisfactory to, and engaged directly by, Administrative Agent at Administrative Agent’s cost and expense, except as provided below. The cost of any such appraisal, including any costs for internal review thereof, obtained by Administrative Agent in connection with any extension of the Aircraft is required to be determined by an appraisal under this Section 17, Lessee and Lessor shall appoint a mutually satisfactory Appraiser to conduct such appraisal. If Lessee and Lessor fail to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiser, the determination maturity of the single Appraiser appointed Loan (provided, however, that Administrative Agent shall not require more than one appraisal per 12-month period unless requested by Xxxxxxxx), and the cost of each such appraisal obtained by Administrative Agent following the occurrence of a Default, shall by borne by Borrower and shall be finalpaid by Borrower on written demand by Administrative Agent. If two Appraisers are appointed and within 7 days after the appointment of the latter Administrative Agent shall provide a copy of such two Appraisersappraisal to each Lender promptly after receipt. In addition, they cannot agree upon such amountprovided (a) no Default or Potential Default has occurred and is continuing, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser (b) Borrower has delivered to Administrative Agent Administrative Agent’s standard disclosure and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiserindemnification agreements regarding appraisals, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to (c) Xxxxxxxx has reimbursed Administrative Agent for the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion cost of such appraisal, Lessee including any costs for internal review thereof, to the extent required by this Section 4.17, Administrative Agent shall pay all expenses provide a copy of such appraisal to Borrower. Provided no Default or Potential Default has occurred and is continuing, Borrower shall have the right to request that Administrative Agent obtain, at Borrower’s sole cost and expense, including any 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 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 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 appraisal, Borrower’s use of any such appraisal, and subsequent use of any such appraisal by any third party to whom Borrower provides the appraisal.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value of the Aircraft is required to be determined by an appraisal under this Section 17, Lessee and Lessor shall appoint a mutually satisfactory Appraiser to conduct such appraisal. If Lessee and Lessor fail to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiser, the determination of the single Appraiser appointed shall be final. If two Appraisers are appointed and within 7 days after the appointment of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 190 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED provided that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisal.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value of the Aircraft is required to be determined by an appraisal under the foregoing provisions of this Section 17, Lessee and Lessor shall shall, within seven days after the expiration of the 35-day period referred to in Sections 17.2.2(b), 17.2.3(c) and 17.3.2, appoint a mutually satisfactory Appraiser to conduct complete such appraisalappraisal within seven days of the appointment and the determination of such Appraiser shall be final and binding on Lessor and Lessee. If Lessee and Lessor fail to agree within such 7-day period upon a satisfactory Appraiser then each shall promptly within one day thereafter appoint a separate Appraiser and such Appraisers shall within seven days of such appointment jointly determine such amountamount and such jointly determined amount shall be final and binding on Lessor and Lessee. If either Lessee or Lessor fails to so appoint an Appraiser, the determination of the single Appraiser appointed shall be finalfinal and binding on Lessor and Lessee. If two Appraisers are appointed and within 7 seven days after the appointment of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 two days after such latter appointmentseventh day, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 seven days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to in accordance with the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end following provisions of the Base Lease Term or the current Renewal Lease Term, as the case may bethis Section 17. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 2-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall cooperate in making, and be bound by, such appointment. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor; provided, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all such fees and expenses of such appraisal.

Appraisals. Whenever Fair Market Rental Value All appraisals shall be ordered by Inbanet or Fair Market Sales Value its approved affiliates only after Lender of Record’s receipt of Borrower/s credit approval. Appraisals shall be completed by one of the Aircraft Lender’s list of appraisers. In connection with the preparation or submission of any Loan Package, Broker shall not utilize any real estate appraiser, credit reporting agency, or other vendor that is required not acceptable in writing by Lender of Record. Failure to abide by this material provision shall constitute grounds for rejection of the loan by Lender of Record, and Inbanet shall be determined held harmless and fully indemnified by Broker regarding the Lender’s selection of appraisers. Inbanet may, however, give consideration to accepting an appraisal previously conducted by an outside source not on the lender’s list, subject to conditions and restrictions (i.e. written approval) set forth herein. Inbanet shall be fully released and held harmless by Broker from any liability resulting from the ordering of an appraisal under this Section 17not authorized by Lender of Record prior to the receipt of loan approval, Lessee and Lessor Broker shall appoint a mutually satisfactory Appraiser to conduct accepts full liability for any such appraisal fees and required refunds in the event of said unauthorized appraisals. Inbanet hereby makes no guarantees, warranties verbal, written and/or implied regarding the Lender’s acceptance or approval of outside appraisals. As such, Inbanet shall not be liable for any underwriting delays and or failures of closing of said loan caused by an outside appraisal. If Lessee The Lender of Record or its affiliates may request another appraisal from one of their list of appraisers at their sole discretion and Lessor fail at Borrower’s expense. The Lender of Record or its affiliates may charge an appraisal review and environmental insurance study fee as part of underwriting and may require additional time to agree upon a satisfactory Appraiser then each close said loan. Inbanet shall promptly appoint a separate Appraiser not be responsible and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiser, the determination of the single Appraiser appointed shall be final. If two Appraisers are appointed and within 7 days after held harmless from, among other items, any upfront fees paid by the appointment Borrower/s as part of underwriting the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisalcontemplated loan.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value Lender shall have the right during the term of the Aircraft Loan to commission new Appraisals or updates to existing Appraisals for one or more Real Property Assets. Prior to the first Advance after the Syndication, Borrower shall have delivered satisfactory Appraisals for all of the Real Property Assets (the cost of which, with respect to the Initial Assets only, shall be subject to the Expense Cap). Borrower shall only be obligated to pay for Appraisals or updated Appraisals or Lender's internal valuations or updates thereof in connection with (i) an increase in the Available Facility Amount (other than as a result of the Syndication, provided that such increase is based on the Initial Assets), (ii) the addition of a 95 -88- Substitute Property or New Property, (iii) a Default or an Event of Default, (iv) the first update of any Appraisal and (v) any Appraisal delivered pursuant to Section 2.26. All other Appraisals, updates of Appraisals, internal valuations or updates thereof shall be performed at Lender's sole cost and expense. Borrower shall reasonably cooperate with the appraisers performing the Appraisals of the Real Property Assets and, with respect to those Appraisals requested by Lender, any Co- Lender or any Participant, shall deliver copies of such Appraisals to Lender promptly after receipt but in no event later than five days after written notice from Lender (provided Borrower has theretofore received such Appraisal). In Lender's sole discretion, Lender may elect to update and review its own internal valuation, or prepare its own internal valuation in lieu of one or more of the Appraisals which may be required to be determined by an appraisal under this Section 175.25. Borrower shall pay, Lessee and Lessor shall appoint a mutually satisfactory Appraiser to conduct such appraisal. If Lessee and Lessor fail the extent required pursuant to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiser, the determination provisions of the single Appraiser appointed shall be final. If two Appraisers are appointed and within 7 days after the appointment of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shallthis Section 5.25, within 8 days after five (5) Business Days of Lender's request therefor, Lender's out-of-pocket costs and expenses for each such latter appointment, appoint a third Appraiser internal valuation or review or update thereof and such amount each Appraisal or update thereof for each Real Property Asset. Borrower shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following reimburse Lender for its out-of-pocket costs and expenses in accordance with the appointment of preceding sentence in connection with the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If internal valuations done pursuant to Section 3.1(n) no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply later than the Closing Date (subject to the American Arbitration Association to make such appointmentExpense Cap). Notwithstanding the foregoing, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Termhowever, as the case may be. If three Appraisers are appointed if an internal valuation has been prepared and the difference between the determination which Loan to Value Ratio is farther from the middle determination in dispute, Borrower shall deliver to Lender Appraisals, at Borrower's sole cost and the middle determination is more than 125% expense, of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisaleach Real Property Asset.

Appraisals. Whenever Fair Market Rental Value Administrative Agent shall have the right from time to time to obtain a new or Fair Market Sales Value updated Appraisal of all the Borrowing Base Properties. However, in the event that Agent reasonably believes that there has been a material diminution of the Aircraft is required value of, or other material adverse change in the business, condition (financial or otherwise), results of operations or prospects of a Borrowing Base Property, Administrative Agent shall have the right to be determined by an appraisal under this Section 17, Lessee and Lessor shall appoint obtain a mutually satisfactory Appraiser new or updated Appraisal of the individual Borrowing Base Property without having to conduct such appraisalobtain Appraisals of all the Borrowing Base Properties. If Lessee and Lessor fail to agree Administrative Agent has not obtained a new or updated Appraisal within the previous twelve (12) calendar months, then, upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiser, the determination direction of the single Appraiser appointed Required Lenders, Administrative Agent shall obtain a new or updated Appraisal of all the Borrowing Base Properties. The reasonable actual out-of-pocket costs and expenses incurred by the Administrative Agent in obtaining such Appraisals shall be finalpaid by the Borrower forthwith upon billing or request by the Agent for reimbursement therefor. If two Appraisers are appointed Borrower and within 7 days after Subsidiary Guarantors shall cooperate with Administrative Agent in this regard. Notwithstanding anything herein to the appointment contrary, all Appraisals of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount Borrowing Base Properties shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following at the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees sole cost and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and LessorBorrower, PROVIDED that if Lessee elects not provided, however, so long as no Default exists or the Appraisal is obtained to renew this Lease comply with any applicable law or purchase the Aircraft following the conclusion of such appraisalregulatory requirement, Lessee or bank policy promulgated in connection therewith, Borrower shall pay for any such Appraisal upon Administrative Agent’s request. Borrower shall only be required to pay for one Appraisal of each Borrowing Base Property in any twelve (12) month period unless it elects on its own to request that Agent order updated Appraisals. Borrower shall have the right, at its sole cost and expense, to request that Agent obtain a new or updated Appraisal of all expenses the Borrowing Base Properties; provided that the Agent and the Required Lenders shall retain their independent right to obtain Appraisals as provided above notwithstanding any Appraisals obtained at the request of such appraisalBorrower.

Appraisals. Whenever Lessee Review of Appraisal / Process for Disputing Lessor’s Fair Market Rental Value Adjustments (a) Appraisal: Unless otherwise provided in this Agreement, Tthis Section governs the process for all appraisals required or Fair Market Sales Value of the Aircraft permitted in this Agreement. and shall establish Lessee’s exclusive rights with respect to such appraisals. Any time an appraisal is required or permitted by this Agreement, Lessor and Lessee shall each select an independent appraiser with qualifications to appraise Ttidelands properties. , If the two (2) appraisals return with a fair market value that is within ten percent (10%) of each other the two (2) appraisal fair market values shall be averaged to produce the fair market value. If the two (2) appraisals return with a fair market value difference of greater than ten percent (10%) the two (2) appraisers shall retain a third independent appraiser to conduct an appraisal. The fair market value determined by an the third appraisal under this Section 17, Lessee and Lessor shall appoint a mutually satisfactory Appraiser to conduct such appraisal. If Lessee and Lessor fail to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiser, the determination of the single Appraiser appointed shall be finalaveraged with the other two (2) appraisals to produce the fair market value. If two Appraisers are appointed Lessor and within 7 days after Lessee shall pay the appointment costs of their own appraiser, and, if necessary, shall equally split the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment costs of the third Appraiserappraiser. as such qualifications are determined by Lessor. Lessor shall review and consider an appraisal, and any determination so made but Lessor’s ultimate determinations with respect to the actions requiring or permitting the appraisal shall be conclusive consistent with its statutory obligations to establish fair market value and binding upon to prevent a gift of public funds, as determined in Lessor’s discretion. Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor shall furnish Lessor’s staff recommendation on the actions requiring or permitting an appraisal to Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end along with a copy of the Base Lease Term or the current Renewal Lease Term, as the case may befinal appraisal. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses cooperate at Lessee’s cost in the preparation of such any appraisal.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value Prior to exercising the Option, Optionee shall obtain a professional appraisal of that portion of the Aircraft is required Subject Property for which Optionee intends to exercise the Option. All appraisals shall be determined prepared by an appraisal under this Section 17independent MAI certified appraiser selected by Optionee and approved by Optionor, Lessee and Lessor which approval shall appoint a not be unreasonably withheld. The parties shall mutually satisfactory Appraiser to conduct such appraisal. If Lessee and Lessor fail to agree upon the factual assumptions, property use assumptions, approach, and method used by the appraiser. The parties acknowledge that the Subject Property is subject to a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiser, the determination vested application for master plan approval of the single Appraiser appointed establishment of 765 residential dwelling units, that a portion of the Subject Property is subject to vested applications for preliminary plat and planned unit development approvals, and that the fair market value of the Subject Property is enhanced by these applications. All appraisals shall include the additional value conferred upon the Subject Property by these applications unless Optionor either relinquishes or withdraws the applications in writing or expressly waives such enhanced value in writing. All appraisals shall be finalpaid for by Optionee. If two Appraisers are appointed All appraisals shall be complete appraisals in accordance with the Appraisal Institute in their Uniform Standards of Professional Appraisal Practice and within 7 days after the appointment shall establish a fair market value of either Xxxxx 0, Xxxxx 2, or Phase 3, including any and all improvements, fixtures, timber, water and minerals located thereon and any and all rights appurtenant thereto including but not limited to timber rights, water rights, access rights, and mineral rights appurtenant thereto. All appraisals shall be subject to review in a review appraisal, which shall be a desk review of the latter prior appraisal in accordance with Uniform Standards of such two AppraisersProfessional Appraisal Practice. The initial appraisal of Phase 1, they cannot agree upon such amounttogether with the review appraisal thereof, such two Appraisers shallis referred to herein as the “Phase 1 Appraisal.” The appraisal of Phase 2, within 8 days after such latter appointmenttogether with the review appraisal thereof, appoint a third Appraiser and such amount is referred to herein as the “Phase 2 Appraisal.” The appraisal of Phase 3, together with the review appraisal thereof, is referred to herein as the “Phase 3 Appraisal.” Optionee shall be determined by such three Appraiserscause the Xxxxx 0 Xxxxxxxxx, who shall make their separate appraisals within 7 days following the appointment of the third AppraiserXxxxx 0 Appraisal, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply Phase 3 Appraisal to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% ninety (90) days prior to the date of closing on the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not phase to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisalwhich they relate.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value of the Aircraft is required to be determined by an appraisal under this Section 17, Lessee and Lessor shall appoint a mutually satisfactory Appraiser to conduct such appraisal. If Lessee and Lessor fail to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiser, the determination of the single Appraiser appointed shall be final. If two Appraisers are appointed and within 7 days after the appointment of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure procedure, together with the reasonable out-of-pocket fees and expenses of Lessor (including, without limitation, attorney's fees and expenses) shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisalLessee.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value Upon delivery of the Aircraft is required Continuation Notice, Lxxx and Bank shall each select a qualified real estate appraiser with not less than ten (10) years experience appraising commercial real estate in King County, Washington to determine the fair market value of the Bank Property, which valuation shall not take into consideration (i) the Lxxx Purchase Option or (ii) the height restriction applicable to the Bank Property pursuant to Section 2.4 of this Declaration, but shall take into consideration the prohibited uses set forth in Section 3.2 of this Declaration. Both appraisals shall be determined by an appraisal under this Section 17, Lessee completed and Lessor shall appoint a mutually satisfactory Appraiser delivered to conduct such appraisalboth Lxxx and Bank within thirty (30) days after delivery of the Continuation Notice. If Lessee and Lessor fail to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor one party fails to so appoint an Appraiserits appraiser within the time period set forth herein, then the determination of the single Appraiser appointed shall be final. If two Appraisers are appointed and within 7 days after the appointment of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount Sale Price shall be determined by such three Appraisersthe appraiser appointed by the other party If the appraised fair market values differ by ten percent or less, they shall be added together and the average of the two appraised fair market values shall be deemed the “Sale Price” hereunder. If the appraised fair market values differ by more than ten percent (10%) then the two appraisers within twenty (20) days thereafter shall select a third appraiser who shall make their separate appraisals within 7 days following also determine the appointment appraised fair market value of the third AppraiserBank Property (without considering the Lxxx Purchase Option), and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no with such third Appraiser is appointed appraiser’s appraisal to be completed and delivered to both Lxxx and Bank within thirty (30) days after such 8-day periodappraiser’s selection If the two appraisers are unable to agree upon the third appraiser within twenty (20) days, then either Lessor or Lessee party may apply to the American Arbitration Association presiding judge of the King County Superior Court to make such appointment, appoint the third appraiser. The two appraised fair market values which are closest shall then be added together and the average of the two closest appraised fair market values shall be deemed the “Sale Price” hereunder. Each party shall pay for its own appraisal and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before split equally the end cost of the Base Lease Term or the current Renewal Lease Termthird appraiser, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisalnecessary.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value In addition to the minimum monthly rent and the CPI Adjustments set forth herein, appraisals shall be conducted for each adjustment year commencing on the fifth (5th) year and upon the tenth (10th), twentieth (20th), thirtieth (30th) and fortieth (40th) years of this Lease to determine the then current market value of the Aircraft Land excluding the value of any improvements thereon, as of the date of the Commencement Date of the respective adjustment year. After such determination is required made, the minimum annual rental amount shall be based on no less than twelve percent (12%) of the appraisal amount. However, in no event shall the minimum monthly rent be less than that set forth herein for each appraisal year. (a) Appraisals shall be conducted no less than ninety (90) days prior to the sixtieth (60th), one hundred twentieth (120th), two hundred fortieth (240th), three hundred sixtieth (360th) and four hundred eightieth (480th) months ("Appraisal Date" herein) (b) The method for selecting the appraiser(s) shall be determined as follows: (i) Upon agreement of a single appraiser, the appraisal shall he conducted by an appraisal that appraiser. The fee for such appraiser shall be paid by the Lessor. (ii) Any appraiser selected under this Section 17provision shall have M.A.I. credentials or their equivalent, be reasonably qualified and demonstrate familiarity to appraise similar properties in the San Joaqxxx Xxxley. All appraisals shall be based on the then current usage of the property. (iii) If Lessor and Lessee cannot agree on a single appraiser, Lessor and Lessee shall each employ an appraiser and shall each be responsible for the payment of the appraisal fee to their respective appraiser. Upon review of the appraisal reports provided by both appraisers, Lessor and Lessee shall appoint a mutually satisfactory Appraiser utilize the mid point of the appraisals to determine the new minimum monthly rental amount. (iv) If Lessor and Lessee further disagree, they shall allow the two appraisers selected in subparagraph (iii) above to select an independent third party appraiser to conduct such an additional appraisal. If the Lessor and Lessee and Lessor fail can agree on two of the three appraisals, those two reports may be used to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such the minimum monthly rental amount. If either Lessee or Lessor fails to so appoint an Appraiserno agreement is made, then the determination mid point of the single Appraiser appointed three appraisal reports shall be finalused to determine the new minimum monthly rental amount. If two Appraisers are appointed and within 7 days after the appointment of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a The fee for this third Appraiser and such amount party appraisal shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon shared equally between Lessor and Lessee. If In no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply event shall this appraisal amount be determined later than the respective appraisal year. Any delay shall nevertheless at Lessor's option permit a retroactive payment of any rental increase to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing date that the appraisal procedure shall in any event be should have been completed no less than 125 days before for the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such respective appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisalyear.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value When a formal appraisal of an employee's performance is carried out, the employee shall be given up to five working days after discussion with the immediate supervisor to review and respond to the appraisal. Provision shall be made on the performance appraisal form for an employee to sign and add comments if desired. The form shall provide for the employee's signature in two places, one indicating that the employee has read and accepts the appraisal, and the other indicating that the employee disagrees with the appraisal. The employee shall sign in one of the Aircraft is required to be determined by an places provided. No employee may initiate a grievance regarding the contents of a performance appraisal under this Section 17, Lessee and Lessor shall appoint a mutually satisfactory Appraiser to conduct such unless the employee has signed in the space indicating disagreement with the appraisal. If Lessee An employee shall receive a copy of the performance appraisal at the time of signing. Seniority for employees on regular appointments shall be defined as the length of accumulated full-time equivalent service with subject to section (4) of this clause and Lessor fail clause (5) in the case of those employees with previous service in auxiliary appointments, and shall operate on a bargaining unit wide basis. Employees on regular appointments shall be credited with seniority when they have successfully completed the required probationary period, after which seniority will be backdated to agree the date of appointment. earned during the probationary period will be included in the total seniority calculation upon a satisfactory Appraiser then each the completion of the probationary period. will maintain seniority lists in keeping with section (1) of this clause. Seniority lists as of the last March 1" and October 1" shall promptly appoint a separate Appraiser be sent to the Union and such Appraisers shall jointly determine such amountposted on all bulletin boards November of the ensuing year. If either Lessee employees on regular appointments are absent from work because of sickness, accident, or Lessor fails to so appoint an Appraiserleave of absence approved by the employer, they shall not lose seniority. Employees on regular appointment shall lose seniority only in the determination event: they are discharged for just cause and are not reinstated; they resign and are not reinstatedwithin days; in the case of layoff, where clause does not take effect. Employees shall not accumulate seniority for the duration of the single Appraiser appointed shall be final. If two Appraisers are appointed and within 7 days after the appointment of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day layoff period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisal.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value Borrower agrees that Lender and Bondowner Representative shall have the right to obtain, at Borrower’s expense, an appraisal of the Aircraft Property prepared by an appraiser acceptable to Lender and Bondowner Representative and in substantial conformance with governmental regulations applicable to Lender and Bondowner Representative and approved by Lender and Bondowner Representative at any time that (a) an Event of Default has occurred hereunder, (b) any damage or destruction of the Property occurs, (c) Lender and Bondowner Representative determines in their sole opinion that the security for the Loans has been physically or financially impaired in any material manner, or (d) such appraisal is required by then current banking laws or regulations. In the event that Lender or Bondowner Representative shall elect to be determined by obtain such an appraisal, Lender and Bondowner Representative may immediately commission an appraiser acceptable to Lender and Bondowner Representative, at Borrower’s cost and expense, to prepare the appraisal under this Section 17, Lessee and Lessor Borrower shall appoint a mutually satisfactory Appraiser fully cooperate with Lender and Bondowner Representative and the appraiser in obtaining the necessary information to conduct prepare such appraisal. If Lessee In the event that Borrower fails to cooperate with Lender and Lessor Bondowner Representative in obtaining such an appraisal or in the event that Borrower shall fail to agree pay for the cost of such appraisal and Lender’s and Bondowner Representative’s internal appraisal review fee, immediately upon demand, such event shall constitute an Event of Default hereunder and Lender and Bondowner Representative shall be entitled to exercise all remedies available to it hereunder. In the event such appraisal is required by reason of the damage or destruction of a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiserportion of the Property, the determination fair market value shall be calculated on the Property after restoration of the single Appraiser appointed shall be final. If two Appraisers are appointed Improvements, but subject only to then existing leases which will remain in full force and within 7 days after the appointment of the latter of effect following such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisalrestoration.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value of the Aircraft is required to be determined by an appraisal under this Section 17, Lessee and Lessor shall appoint a mutually satisfactory Appraiser to conduct such appraisal. If Lessee and Lessor fail to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiser, the determination of the single Appraiser appointed shall be final. If two Appraisers are appointed and within 7 days after the appointment of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 125 190 days before the end of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three Appraisers are appointed and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations shall be final and binding upon Lessor and Lessee. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that if Lessee elects not to renew this Lease or purchase the Aircraft following the conclusion of such appraisal, Lessee shall pay all expenses of such appraisal.

Appraisals. Whenever Fair Market Rental Value or Fair Market Sales Value Any valuations of the Aircraft Property which the Venturers have agreed is required to be determined by an appraisal under this Section 17appraisals shall be determined in Boston, Lessee and Lessor Massachusetts as follows: The initiating Venturer shall appoint designate by notice to the other Venturer a mutually satisfactory disinterested member of the American Institute of Real Estate Appraisers ("MAI Appraiser") to serve on the Appraisal Panel (as defined below). Upon receipt of such notice from the initiating Venturer, the other Venturer shall have fourteen (14) days in which to designate its own disinterested MAI Appraiser to conduct serve on the Appraisal Panel by serving notice of such appraisaldesignation to the other Venturer. In the event that any Venturer shall fail to designate an MAI Appraiser within such fourteen-day period, only those MAI Appraiser(s) who have been properly selected by the Venturers shall serve on the Appraisal Panel. The MAI Appraisers so designated by the Venturers in accordance with the foregoing shall then have ten (10) days in which to designate a final MAI Appraiser (the "Final Appraiser"). If Lessee and Lessor fail the MAI Appraisers designated by the Venturers are unable to unanimously agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and on such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Final Appraiser, any Venturer may request the determination Suffolk Superior Court Judge in Suffolk County to appoint such Final Appraiser, and the MAI Appraisers designated by the Venturers and the Final Appraiser (the "Appraisal Panel") shall each appraise the Property taking into account appropriate indicators of the single Appraiser appointed shall be finalvalue of such Property. If two Appraisers are appointed and within 7 Within 30 days after the appointment of the latter of Final Appraiser, each MAI Appraiser designated by a Venturer shall submit his findings in writing to the Final Appraiser. Any such two Appraisers, they canfindings which are not agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third timely submitted to the Final Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within 7 days following disregarded for purposes of calculating the appointment fair market value of the third Appraiser, and any determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointmentProperty. The foregoing appraisal procedure Final Appraiser shall in any event be completed no less than 125 days before then submit his findings along with the end findings of all of the Base Lease Term or the current Renewal Lease Term, as the case may be. If three other MAI Appraisers are appointed which have been timely submitted to each Venturer and the difference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all three determinations the appraisal value of the Final Appraiser and the appraisal value closest thereto shall be final and binding upon Lessor and Lesseedeemed the fair market value of the Property. The Each Venturer shall pay the fees and expenses of all the MAI Appraiser appointed by it, or in whose stead, as above provided, such Appraisers appraiser was appointed, and such appraisal procedure the fees and expenses of the Final Appraiser, if any, shall be borne equally by Lessee and Lessorall the Venturers; provided, PROVIDED however, that if Lessee elects not the foregoing appraisal procedure is used to renew determine the value of the Property pursuant to Section 6.02(d), all such fees and expenses shall be borne by the Company. To be qualified to be selected or designated as an MAI Appraiser for purposes of this Lease or purchase Paragraph, such MAI Appraiser must demonstrate (1) current good standing in the Aircraft following American Institute of Real Estate Appraisers as evidenced by a certificate from such institute, and (2) past appraising experience in the conclusion Metropolitan Boston market of such appraisal, Lessee shall pay all expenses of such appraisalat least seven (7) years for comparable commercial properties.