Common use of Appraisals Clause in Contracts

Appraisals. (a) Within 80 days of the Second Amendment Effective Date (or such later date agreed to by the Administrative Agent and the FILO Agent), the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective as of March 31, 2023 (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; provided, that there shall only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Base. (b) At any time that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisal.

Appraisals. (ai) Within 80 days The General Partner shall cause a nationally recognized MAI appraiser with experience in appraising the value of real estate having a similar character to and in a similar geographic location as the Investments (a “Qualified Appraiser”) to value (A) each Development Investment and Value-Add Investment within the calendar year following the date of Stabilization of each such Development Investment and Value-Add Investment and annually thereafter and (B) each Core Investment within the calendar year following the date of the Second Amendment Effective Date acquisition of each such Core Investment and annually thereafter, in each case at the expense of the Partnership. The General Partner shall direct the appointed Qualified Appraiser to finalize each such appraisal no later than two (or 2) weeks prior to the end of the calendar year in which such later date agreed to by the Administrative Agent and the FILO Agent), the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective as of March 31, 2023 appraisal is being conducted (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing AppraisalAppraisal Date), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery and to reflect an effective date of the Initial Post-Closing Appraisal after the Second Amendment Effective Datesuch valuation as of December 31 of such calendar year; provided, that there the General Partner shall only be two Inventory appraisals required have no liability with respect to the failure of such Qualified Appraiser to finalize any such appraisal by the Appraisal Date. The General Partner shall deliver to the BCIMC Limited Partner any appraisal commissioned pursuant to this Section 6.3(e)(i) upon the written request of the BCIMC Limited Partner. (ii) In addition, no more than 180 days prior to the first anniversary Calculation Date, the General Partner shall value the entire Portfolio (the “Portfolio Appraisal”) by either (A) aggregating the values of the Second Amendment Effective Date last annual appraisals commissioned pursuant to Section 6.3(e)(i) or (inclusive B) commissioning a Qualified Appraiser to value the entire Portfolio (by aggregating the value of each Investment) and, in either case, subject to clause (iii) below, such Portfolio Appraisal shall be binding on the Partnership and the Partners absent manifest error or fraud. The Portfolio Appraisal performed pursuant to this Section 6.3(e)(ii) shall be deemed to have been performed by the “GP Appraiser”. The Portfolio Appraisal shall be used to determine the Appraised Value of the Initial Post-Closing Appraisal). Such appraisals and updates to includePortfolio (including, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary Carried Interest Distributions) in accordance with Section 5.3. (iii) Within ten (10) Business Days following the receipt of the Second Amendment Effective DatePortfolio Appraisal, the Loan Parties BCIMC Limited Partner shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date provide written notice (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(aAppraisal Notice”) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted General Partner electing to (x) while an Event of Default has occurred and is continuing agree to the Portfolio Appraisal or (y) at reject the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a)Portfolio Appraisal. In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to BCIMC Limited Partner rejects the terms hereofPortfolio Appraisal, the Administrative Agent BCIMC Limited Partner shall select, approve and appoint a Qualified Appraiser to value the Borrowers shall promptly entire Portfolio (but in any event by aggregating the value of each Investment) as of the effective date of the General Partner’s proposed Portfolio Appraisal (the “LP Appraiser”) within two five (25) Business Days of following the General Partner’s receipt of the results Appraisal Notice (the “LP Appraiser Appointment Period”) by providing notice to the General Partner of such appraisal from appointment (the FILO Agent“LP Appraiser Notice”). If the BCIMC Limited Partner fails to appoint the LP Appraiser within the LP Appraiser Appointment Period, the Portfolio Appraisal shall be conclusive on the Partners. If both the GP Appraiser and the LP Appraiser are appointed, then the GP Appraiser and the LP Appraiser shall thereafter appoint a third (3rd) implement Qualified Appraiser (the Net Orderly Liquidation Value set forth in such appraisal “Independent Appraiser” and, together with the GP Appraiser and the LP Appraiser, collectively, the “Appraisers”) and give notice thereof to the calculation Partners within ten (10) days following the General Partner’s receipt of the Revolving Borrowing Base LP Appraiser Notice (the “Independent Appraiser Appointment Period”). If the GP Appraiser and the FILO Borrowing BaseLP Appraiser fail to appoint the Independent Appraiser within the Independent Appraiser Appointment Period, any Partner (other than the Special Limited Partner) may petition a court of competent jurisdiction to appoint the Independent Appraiser. (biv) At any Each of the Appraisers shall promptly fix a time that for the FILO Agent reasonably requests after completion of the Portfolio Appraisal, which shall not be later than thirty (30) days from the appointment of the Independent Appraiser. The Appraisers shall determine the Portfolio Value as of the effective date that is at least 120 days after of the Second Amendment Effective Date General Partner’s proposed Portfolio Appraisal by determining the fair market value of the assets to be appraised (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more other than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such datecash in Partnership accounts), such being the fairest price estimated in the terms of money which the Partnership could obtain if such assets were sold, for all cash, in the open market allowing a reasonable time to find a purchaser who purchases such assets with knowledge of the business of the Partnership and such assets. If the Appraisers are not able to agree upon a single Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal, each shall render its own Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal. Upon submission of the appraisals setting forth the opinions as to the Portfolio Value, if the highest value submitted by the Appraisers is not more than 105% of the lowest value submitted by the Appraisers, then the average of the values proposed by the Appraisers shall constitute the “Portfolio Value”; provided, that if the highest value submitted by the Appraisers is more than 105% of the lowest value submitted by the Appraisers, then the average of the two appraisals closest in value shall constitute the “Portfolio Value”. (v) If the GP Appraiser, the LP Appraiser and updates to includethe Independent Appraiser are appointed, without limitationthe General Partner shall pay for the services of the GP Appraiser, information required the BCIMC Limited Partner and/or the Sell-Down Transferee (if applicable) shall pay for the services of the LP Appraiser and the cost of the services of the Independent Appraiser shall be paid by any applicable Requirement of Lawthe Partners pro rata in accordance with their Percentage Interests. The Loan Parties costs of the services of the Partnership’s accountants, if applicable, shall be responsible paid by the Partnership. (vi) As used herein, “Appraised Value” of an asset or assets means, as the context so provides, the value of such asset(s) as determined by appraisal. For any Investment which has been acquired by the Partnership but has not yet been appraised by a Qualified Appraiser, the acquisition and development cost paid by the Partnership for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two Partnership’s interest in such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubtInvestment shall, for all purposes of any calculations hereunder or otherwisethis Agreement, any new Acceptable IP Appraisal shall not take effect be deemed to be its value established pursuant to this Section 6.3(e) until the delivery of the first Borrowing Base Certificate that such time as such Investment is delivered immediately after the delivery of such new Acceptable IP Appraisalappraised in accordance with this Section 6.3.

Appraisals. (a) Within 80 days of the Second Amendment Effective Date (or such later date agreed to by the Administrative Agent and the FILO Agent), the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective as of March 31, 2023 (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for requests, the avoidance of doubtBorrower will, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal)and will cause each Subsidiary to, each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive sixappraisals or updates thereof of its Inventory, Equipment and fee-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; provided, that there shall only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals owned real estate from an appraiser selected and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted engaged by the Administrative Agent pursuant to this clause (a); providedAgent, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant prepared on a basis reasonably satisfactory to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Base. (b) At any time that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law; provided that, excluding the appraisals of the Collateral constituting Equipment required by Section 4.01(o), unless an Event of Default has occurred and is continuing, the Loan Parties shall not be responsible for the cost and expense of any Equipment or fee-owned real estate appraisals. The If no Event of Default has occurred and is continuing, the Administrative Agent may conduct, and the Loan Parties shall be responsible for the costs of and expenses of, one (1) Inventory appraisal during any twelve (12)-month period, provided, that, notwithstanding the foregoing, (x) the Loan Parties shall not be responsible for the costs and expenses of one Acceptable IP Appraisal during each successive six-month period after any such Inventory appraisal conducted while the Second Amendment Effective Date aggregate amount of Revolving Loans is zero (for a total other than, to the extent applicable, the Inventory appraisal required by Section 4.01(o)) (provided, further, that on any date that the aggregate amount of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated Revolving Loans is greater than zero, the Loan Parties shall, at the Borrowers’ request of the Administrative Agent, either (A) reimburse the Administrative Agent for the costs and expenses of any such Inventory appraisal conducted in the ninety (90) day period immediately prior to such date or (B) permit the Administrative Agent to conduct one (1) Inventory appraisal, at the cost and expense of the Loan Parties, during such twelve (12)-month period and the Loan Parties will cause or permit such appraisal to be commenced within ninety (90) days after such date (or such later date as the Administrative Agent may agree in its sole discretion)) and (y) one (1) additional Inventory appraisal may be conducted at any timetime after Availability falls below the greater of (i) $30,000,000 and (ii) 15% of the Aggregate Revolving Commitment; provided, however, that during any twelve (12)-month period, the Loan Parties shall not be responsible for the costs and expenses of more than two (2) Inventory appraisals that are commenced while no Event of Default has occurred and is continuing. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if Inventory, Equipment and fee-owned real estate appraisals conducted while an Event of Default has occurred and is continuing, continuing and the Loan Parties shall be responsible for the costs and expenses of any such Inventory, Equipment and fee-owned real estate appraisals conducted (x) commenced while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisalcontinuing.

Appraisals. (a) Within 80 days of the Second Amendment Effective Date (or such later date agreed to by the Administrative Agent and the FILO Agent)may, the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisalin its Permitted Discretion, effective as of March 31, 2023 (the “Initial Post-Closing Appraisal”). At at any time that after the Administrative Agent reasonably requests (but Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the avoidance purpose of doubt, no new inventory appraisal shall be requested until after appraising the delivery then current values of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective DateBorrowers’ and Guarantors’ assets; provided, however, that there shall only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals Borrowers and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second Amendment Effective Date, the Loan Parties Guarantors shall be responsible for the costs reimbursing Agent for only up to one (1) appraisal per Fiscal Year of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date Borrowers, unless (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense i) Undrawn Availability is at any time after Availability falls below the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater less than the greater of (ix) twenty percent (20%) of the Revolving Loan Cap, and (y) the sum of $214,700,000 5,000,000 plus twenty percent (20%) of any increase to the Maximum Revolving Advance Amount pursuant to Section 2.24, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for two (2) appraisals performed during the subsequent twelve (12) month period, (ii) 20% of the Line Cap for twenty consecutive days); provided, further thatany additional appraisal is required by Applicable Law, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” which case Borrowers and Guarantors shall be made without giving effect to the FILO Deficiency Reserveresponsible for reimbursing Agent for such appraisal undertaken by or on behalf of Agent, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number (iii) a Default or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, in which case Borrowers and the Loan Parties Guarantors shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf of Agent to the costs and expenses of any extent Agent in its Permitted Discretion determines such appraisals conducted (x) while an Event of Default has occurred and is continuing are necessary or (y) appropriate. Without limiting the foregoing, Agent may cause to be undertaken additional appraisals at the request expense of a Loan Party the Lenders. The appraisal required to be completed in connection with the Formula Amount Modification Conditions shall be in addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lendersto, and so long as the FILO Term Loans remain outstandingnot included in, the FILO Agent have the right number of appraisals to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period be provided at the Loan PartiesBorrowers’ and Guarantors’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (aSection 4.7(a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Base. (b) At any time In the event the value of Borrowers’ and/or Canadian Loan Parties’ Inventory, Receivables and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or Revolving Advances are in excess of such later date agreed to by the FILO Advances permitted hereunder, then, promptly upon Agent)’s demand for same, each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties Borrowers shall be responsible for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery make mandatory prepayments of the first Borrowing Base Certificate that is delivered immediately after then outstanding Revolving Advances so as to eliminate the delivery of such new Acceptable IP Appraisalexcess Advances.

Appraisals. (a) Within 80 days On no more than one occasion per every consecutive 24 month period following the most recent appraisal date, the Loan Parties will provide the Administrative Agent with appraisals or updates thereof of the Second Amendment Effective Date (or such later date agreed to their Inventory from an appraiser selected and engaged by the Administrative Agent (with the time of such engagement determined at the discretion of the Administrative Agent, or as requested by the Required Lenders), and prepared on a basis satisfactory to the FILO Administrative Agent), such appraisals and updates to include information required by applicable law and regulations; provided that (I) the Company shall be permitted to instruct the Administrative Agent to conduct an Inventory appraisal if as of any date the most recently completed appraisal (or the most recently completed update thereof, if applicable) is more than one year old and (II) the Administrative Agent may conduct an Inventory appraisal at the discretion of the Administrative Agent, or shall conduct an Inventory appraisal at the request of the Required Lenders if (a) the date of the most recently completed appraisal (or the most recently completed update thereof, if applicable) is more than one year old and (b) either (i) Loans have been outstanding within the three months preceding such date or (ii) LC Exposure within the three months preceding such date has been greater than $200,000,000 at any time. Notwithstanding the foregoing, in addition to the Inventory appraisals permitted above at any time when Aggregate Availability is less than the greater of (x) an amount equal to 20% of the Loan Cap Minimum then in effect and (y) an amount equal to 20% of the Loan Cap then in effect, one additional Inventory appraisal shall be permitted at the discretion of the Administrative Agent or the Required Lenders per calendar year and if an Event of Default has occurred and is continuing, there shall be no limitation on the number of Inventory appraisals. For purposes of this Section 5.11, it is understood and agreed that a single Inventory appraisal may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All of the foregoing Collateral appraisals shall be at the sole expense of the Loan Parties. Notwithstanding the foregoing, the Lenders shall be permitted to conduct one additional Inventory appraisal per calendar year at their own cost and expense. (b) With respect to any Subject Real Property included in the US Borrowing Base, on no more than one occasion per every consecutive 24 month period following the most recent Satisfactory Real Estate Appraisal in respect of such Subject Real Property, the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective as of March 31, 2023 (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; provided, that there shall only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals thereof from an appraiser selected and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted engaged by the Administrative Agent pursuant (with the time of such engagement determined at the discretion of the Administrative Agent, or as requested by the Required Lenders), which appraisal shall be prepared on a basis reasonably satisfactory to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and in compliance with the Borrowers shall promptly (but in any event within two (2) Business Days of receipt requirements of the results Federal Financial Institutions Reform, Recovery and Enforcement Act of such appraisal 1989, as may be amended, modified or supplemented from time to time. Such appraisals shall be at the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation sole expense of the Revolving Borrowing Base and the FILO Borrowing BaseLoan Parties. (bc) At any time Within 45 days of the Third Restatement Date, the appraiser that provided the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent), each Loan Party will Closing Appraisal shall provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of LawGlobal Headquarters Appraisal Update. The Loan Parties Global Headquarters Appraisal Update shall be responsible for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and sole expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP AppraisalParties.

Appraisals. (a) Within 80 days of the Second Amendment Effective Date On or around to February 28, 2023 (or such but not later date agreed to by the Administrative Agent and the FILO Agentthan March 5, 2023), the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective as of March December 31, 2023 2022 (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; provided, that there shall only be two Inventory appraisals required prior to the first anniversary of the Second First Amendment Effective Date (for a total of two such Inventory appraisals during the first successive twelve-month period after the First Amendment Effective Date, inclusive of the Initial Post-Closing Appraisal). Such , such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second First Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second First Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, (I) in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if anyany and (II) upon the occurrence and during the continuance of any Audit Exception Period, each of the percentages set forth above shall be increased by two and one-half percentage points. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second First Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Base. (b) At any time that the FILO AdministrativeFILO Agent reasonably requests after the date that is at least 120 days 6 months after the Second First Amendment Effective Date (or such later date agreed to by the FILO Agent)Date, each Loan Party will provide the FILO AdministrativeFILO Agent with Acceptable appraisals or updates thereof of its Inventory, from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis reasonably satisfactory to the Administrative AgentAcceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable appraisalAcceptable IP Appraisal during each successive sixtwelvesix-month period after the Second RestatementFirst Amendment Effective Date (for a total of two onetwo such Intellectual Inventory appraisalIntellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory appraisalsAcceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any timetime after Availability falls below the greater of (i) $190,000,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $190,000,000 and (ii) 20% of the Line Cap for twenty consecutive days). Additionally, there shall be no limitation on the number or frequency of Acceptable Inventory appraisalsAcceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisal.

Appraisals. (a) Within 80 days of the Second Amendment Effective Date (or such later date agreed to by the Administrative Agent may obtain an updated or replacement Acceptable Appraisal for each Borrowing Base Property and the FILO Agent), the Loan Parties will provide the Borrower shall reimburse Administrative Agent the costs thereof within thirty (30) days after receipt by Borrower of an invoice therefor; provided, that, subject to Section 7.2.14, Borrower shall only be obligated to reimburse Administrative Agent for the costs of one Acceptable Appraisal per calendar year with respect to each Borrowing Base Property. Borrower shall obtain, at its own expense, (at least once each calendar year) an updated or replacement Acceptable Inventory AppraisalAppraisal for each Property that is not a Borrowing Base Property and shall deliver same to Administrative Agent within five (5) Business Days after Borrower receives same. Such annual appraisals will be completed by December 31 of each year beginning with calendar year 2009, and shall be effective as of March 31, 2023 such date for determining whether (i) a Property complies with Section 7.1.22(a) and (ii) Borrower has satisfied the “Initial Post-Closing Appraisal”)financial covenants set forth in Section 7.2.4. At any time that the The Required Lenders may instruct Administrative Agent reasonably requests to re-appraise any of the Borrowing Base Properties at any time, provided that, subject to Section 7.2.14, Borrower will only be required to pay such appraisal expense once per calendar year for each Borrowing Base Property as provided above. Administrative Agent will provide Borrower with a notice promptly after any appraisal is deemed an Acceptable Appraisal. (but b) For purposes of determining the Available Commitment on any date, such calculation shall be based upon the latest Acceptable Appraisals (for the avoidance of doubt, no new inventory if an appraisal is completed and becomes an Acceptable Appraisal on any Available Commitment calculation date, then such calculation shall incorporate such appraisal). (c) For purposes of determining Gross Asset Value as of any date, such calculation shall be requested until after based upon the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; provided, that there shall only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater in effect as of (i) $214,700,000 and the Third Amendment Closing Date or (ii) 20% thereafter, the last day of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Basemost recently completed Fiscal Quarter. (b) At any time that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisal”.

Appraisals. (a) Within 80 days At the sole expense of the Second Amendment Effective Date Borrower, the Borrower shall permit and cooperate with the Administrative Agent or professionals (or such later date agreed to including investment bankers, consultants, accountants, lawyers and Approved Appraisers) retained by the Administrative Agent and the FILO Agent), the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective as of March 31, 2023 to (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until i) after the delivery of the Initial Post-Closing Appraisal)Date, each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; provided, that there shall only be two Inventory appraisals required and no less than one (1) time prior to the first anniversary of the Second Amendment Effective Term Loan Maturity Date (inclusive without giving effect to any Extension Option) or (ii) within 180 days following the Borrower’s exercise of an Extension Option, obtain an updated Acceptable Appraisal for any Qualified Asset included in the Initial Post-Closing AppraisalBorrowing Base and any Trophy Asset (to the extent not included in the Borrowing Base). Such appraisals and updates to include, without limitation, information required by any applicable Requirement a copy of Law. From and after the first anniversary of the Second Amendment Effective Date, the Loan Parties which Acceptable Appraisal shall be responsible for promptly provided to the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period)Borrower; provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of that, (i) $214,700,000 the Administrative Agent shall provide the Borrower with five (5) days prior written notice of the appraiser to be engaged and (ii) 20% of the Line Cap for five consecutive Business Days (until such time Administrative Agent may obtain updated appraisals more frequently than as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to set forth in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ Borrower’s expense to upon the extent such Acceptable Inventory Appraisals are not conducted by occurrence of and during the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater continuation of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days an Event of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing BaseDefault. (b) At any time that the FILO Administrative Agent reasonably requests after has requested to obtain an appraisal pursuant to Section 7.17(a), at the date that is at least 120 sole expense of the Borrower, the Borrower shall permit and cooperate with the Administrative Agent or professionals (including investment bankers, consultants, accountants, lawyers and Approved Appraisers) retained by the Administrative Agent to obtain an Acceptable Portfolio Appraisal for all Qualified Assets included in the Borrowing Base, a copy of which Acceptable Portfolio Appraisal shall be promptly provided to the Borrower; provided that, the Administrative Agent shall provide the Borrower with five (5) days after prior written notice of the Second Amendment Effective Date appraiser to be engaged. (c) Upon obtaining an Acceptable Appraisal or Acceptable Portfolio Appraisal in connection with clauses (a) or (b) above, the Borrower shall within five (5) Business Days of receipt by it of a copy of such Acceptable Appraisal or Acceptable Portfolio Appraisal deliver to the Administrative Agent (or such later date as agreed to by the FILO Agent), each Loan Party will provide the FILO Administrative Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date in its sole discretion): (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if i) an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first interim Borrowing Base Certificate that duly executed by an Authorized Officer of the Borrower setting forth the calculation of the Borrowing Base after giving effect to any change in the Appraised Value of any Qualified Asset included in the Borrowing Base contained in such Acceptable Appraisal or Acceptable Portfolio Appraisal and (ii) a Financial Covenant Calculation Certificate setting forth the calculation of each of the financial covenants set forth in Section 8.8 after giving effect to any change in the Appraised Value of any Qualified Asset or any Trophy Asset (to the extent such Trophy Asset is delivered immediately after the delivery of not a Qualified Asset) contained in such new Acceptable IP Appraisal. (d) At any time, from time to time, at the sole expense of the Borrower, the Borrower may request that the Administrative Agent have an updated Acceptable Appraisal prepared by an Approved Appraiser for any Qualified Asset included in the Borrowing Base and any Trophy Asset (to the extent not included in the Borrowing Base). (e) Notwithstanding anything herein to the contrary, to the extent required as a result of any Change in Law affecting the Lenders generally, at the sole expense of the Borrower, the Borrower shall permit and cooperate with the Administrative Agent or professionals (including investment bankers, consultants, accountants, lawyers and Approved Appraisers) retained by the Administrative Agent to obtain an updated Acceptable Appraisal for any Qualified Asset included in the Borrowing Base and any Trophy Asset (to the extent not included in the Borrowing Base).

Appraisals. Agent may in its Permitted Discretion (a) Within 80 days and shall at the written direction of Required Lenders but only to the Second Amendment Effective Date (or such later date agreed extent Borrowers are obligated to by reimburse Agent pursuant to the Administrative Agent and the FILO Agentterms of this Section 4.7), the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective as of March 31, 2023 (the “Initial Post-Closing Appraisal”). At at any time that after the Administrative Agent reasonably requests (but Closing Date and from time to time, engage the services of an Approved Appraiser, for the avoidance purpose of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Dateappraising Credit Parties' assets; provided, that there so long as no Event of Default shall only be two Inventory appraisals required prior to the first anniversary have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal of the Second Amendment Effective Date Equipment (inclusive including Fleet Assets) in such calendar year (increasing to two (2) appraisals of the Initial Post-Closing Appraisal). Such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date Equipment (for including Fleet Assets) in a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense calendar year if at any time after during such calendar year Undrawn Availability falls below the greater of is less than fifteen percent (i15.0%) $214,700,000 and (ii) 20% of the Line Cap Maximum Loan Amount for five (5) consecutive Business Days Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (until such time as Availability is equal to whether or greater than not consummated). Absent the greater occurrence and continuance of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuingat such time, and Agent shall consult with Borrowing Agent as to the Loan Parties shall be responsible for the costs and expenses identity of any such appraisals conducted (x) while an Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect of any appraisal; provided, that so long as no Event of Default has shall have occurred and is continuing or during a calendar year, Borrowers shall not be obligated to reimburse Agent for more than one (y1) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit appraisal of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right Equipment (including Fleet Assets) in such calendar year (increasing to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days appraisals of receipt Equipment (including Fleet Assets) in a calendar year if at any time during such calendar year Undrawn Availability is less than fifteen percent (15.0%) of the results of such appraisal from the FILO AgentMaximum Loan Amount for five (5) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Base. (b) At any time that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent)consecutive Business Days, each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (except for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party proposed Permitted Acquisition (whether or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisalconsummated).

Appraisals. (a) Within 80 days of On no more than one occasion per every consecutive 24 month period following the Second Amendment Effective Date (or such later date agreed to by the Administrative Agent and the FILO Agent)most recent appraisal date, the Loan Parties will provide the Administrative Agent with appraisals or updates thereof of their Inventory from an Acceptable Inventory Appraisal, effective as of March 31, 2023 (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; provided, that there shall only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals appraiser selected and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted engaged by the Administrative Agent pursuant to this clause (awith the time of such engagement determined at the discretion of the Administrative Agent, or as requested by either Collateral Agent or the Required Lenders); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant prepared on a basis satisfactory to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Base. (b) At any time that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties law and regulations; provided that (I) the Company shall be responsible for permitted to instruct the costs Administrative Agent to conduct an Inventory appraisal if as of expenses of any date the most recently completed appraisal (or the most recently completed update thereof, if applicable) is more than one Acceptable IP Appraisal during each successive six-month period after year old and (II) the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals Administrative Agent may be initiated conduct an Inventory appraisal at the Borrowers’ cost discretion of the Administrative Agent, or shall conduct an Inventory appraisal at the request of either Collateral Agent or the Required Lenders if (a) the date of the most recently completed appraisal (or the most recently completed update thereof, if applicable) is more than one year old and expense (b) either (i) Loans have been outstanding within the three months preceding such date or (ii) LC Exposure within the three months preceding such date has been greater than $200,000,000 at any time. AdditionallyNotwithstanding the foregoing, there in addition to the Inventory appraisals permitted above at any time when Aggregate Availability is less than the greater of (x) an amount equal to 20% of the Loan Cap Minimum then in effect and (y) an amount equal to 20% of the Loan Cap then in effect, one additional Inventory appraisal shall be no limitation on permitted at the number discretion of the Administrative Agent, either Collateral Agent or frequency of Acceptable IP Appraisals the Required Lenders per calendar year and if an Event of Default has occurred and is continuing, there shall be no limitation on the number of Inventory appraisals. For purposes of this Section 5.11, it is understood and agreed that a single Inventory appraisal may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All of the foregoing Collateral appraisals shall be at the sole expense of the Loan Parties Parties. Notwithstanding the foregoing, the Lenders shall be responsible for the costs permitted to conduct one additional Inventory appraisal per calendar year at their own cost and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisalexpense.

Appraisals. (a) Within 80 days Agent may, in its Permitted Discretion (and shall, upon the direction of the Second Amendment Effective Date (or such later date agreed to by the Administrative Agent and the FILO AgentRequired Lenders), the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective as of March 31, 2023 (the “Initial Post-Closing Appraisal”). At at any time that after the Administrative Agent Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, reasonably requests (but satisfactory to Agent, for the avoidance purpose of doubt, no new inventory appraisal shall be requested until after appraising the delivery then current values of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective DateBorrowers’ and Guarantors’ assets; provided, that there shall only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals that, Borrowers and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second Amendment Effective Date, the Loan Parties Guarantors shall be responsible for the costs reimbursing Agent for only up to one appraisal per Fiscal Year of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of , unless (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Undrawn Availability is equal to or greater less than the greater of (ix) twenty percent (20%) of the Revolving Loan Cap and (y) $214,700,000 52,500,000 for five (5) or more consecutive Business Days, in which case Borrowers and Guarantors shall be responsible for reimbursing Agent for up to two appraisals in the subsequent twelve month period, (ii) 20% of the Line Cap for twenty consecutive days); provided, further thatrequired by Applicable Law, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” which case Borrowers and Guarantors shall be made without giving effect to the FILO Deficiency Reserveresponsible for reimbursing Agent for all such appraisals undertaken by or on behalf of Agent, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if (iii) an Event of Default has occurred and is continuing, in which case Borrowers and the Loan Parties Guarantors shall be responsible for reimbursing Agent for all appraisals undertaken by or on behalf of Agent. Absent the costs occurrence and expenses continuance of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at such time, Agent shall consult with Borrowers as to the request identity of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals firm described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Baseimmediately preceding sentence. (b) At any time In the event the value of Borrowers’ Inventory, Receivables, and/or Credit Card Receivables, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances or FILO Agent reasonably requests after Advances, as applicable, are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, to the date that is at least 120 days after extent required pursuant to Section 2.9 hereof as a result of a reduction in the Second Amendment Effective Date (or such later date agreed to by Formula Amount and/or the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation Formula Amount based on the number or frequency implementation of Acceptable IP Appraisals if an Event of Default has occurred and is continuingsuch appraisal, and the Loan Parties Borrowers shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery make mandatory prepayments of the first Borrowing Base Certificate that is delivered immediately after then outstanding Revolving Advances and/or FILO Advances, as applicable, so as to eliminate the delivery of such new Acceptable IP Appraisalexcess Advances.

Appraisals. (a) Within 80 Administrative Agent may obtain an updated or replacement Acceptable Appraisal for each Borrowing Base Property and Borrower shall reimburse Administrative Agent the costs thereof within thirty (30) days after receipt by Borrower of an invoice therefor; provided that, Borrower shall only be obligated to reimburse Administrative Agent for the Second Amendment Effective Date (or costs of one Acceptable Appraisal per calendar year with respect to each Borrowing Base Property except to the extent such later date agreed to Acceptable Appraisal is obtained by the Administrative Agent and the FILO Agent)(i) pursuant to Section 7.2.14 or (ii) in connection with an Event of Default caused by a breach of Section 7.2.4 or a monetary Event of Default (in either of which event, the Loan Parties will provide Borrower shall reimburse the Administrative Agent for the costs of any Acceptable Appraisal obtained by the Administrative Agent in connection with Section 7.2.14 or such Events of Default irrespective of how many Acceptable Appraisals have been obtained for such calendar year). Borrower shall obtain, at its own expense, (at least once each calendar year) an updated or replacement Acceptable Inventory AppraisalAppraisal for each Property that is not a Borrowing Base Property and shall deliver same to Administrative Agent within five (5) Business Days after Borrower receives same. Such annual appraisals will be completed by December 31 of each year beginning with calendar year 2011, and shall be effective as of March 31, 2023 such date for determining whether (i) a Property complies with Section 7.1.22(a) and (ii) Borrower has satisfied the “Initial Post-Closing Appraisal”)financial covenants set forth in Section 7.2.4. At any time that the The Required Lenders may instruct Administrative Agent reasonably requests to re-appraise any of the Borrowing Base Properties at any time, provided that, Borrower will only be required to pay such appraisal expense as provided above. Administrative Agent will provide Borrower with a notice promptly after any appraisal is deemed an Acceptable Appraisal. (but b) For purposes of determining the Available Commitment on any date, such calculation shall be based upon the latest Acceptable Appraisals (for the avoidance of doubt, no new inventory if an appraisal is completed and becomes an Acceptable Appraisal on any Available Commitment calculation date, then such calculation shall incorporate such appraisal). (c) For purposes of determining Gross Asset Value as of any date, such calculation shall be requested until after based upon the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; provided, that there shall only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater in effect as of (i) $214,700,000 and the Closing Date or (ii) 20% thereafter, the last day of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Basemost recently completed Fiscal Quarter. (b) At any time that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisal.

Appraisals. (ai) Within 80 days The General Partner shall cause a nationally recognized MAI appraiser with experience in appraising the value of real estate having a similar character to and in a similar geographic location as the Investments (a “Qualified Appraiser”) to value (A) each Development Investment and Value-Add Investment within the calendar year following the date of Stabilization of each such Development Investment and Value-Add Investment and annually thereafter and (B) each Core Investment within the calendar year following the date of the Second Amendment Effective Date acquisition of each such Core Investment and annually thereafter, in each case at the expense of the Partnership. The General Partner shall direct the appointed Qualified Appraiser to finalize each such appraisal no later than two (or 2) weeks prior to the end of the calendar year in which such later date agreed to by the Administrative Agent and the FILO Agent), the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective as of March 31, 2023 appraisal is being conducted (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing AppraisalAppraisal Date), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery and to reflect an effective date of the Initial Post-Closing Appraisal after the Second Amendment Effective Datesuch valuation as of December 31 of such calendar year; provided, that there the General Partner shall only be two Inventory appraisals required have no liability with respect to the failure of such Qualified Appraiser to finalize any such appraisal by the Appraisal Date. The General Partner shall deliver to the BCIMC Limited Partner any appraisal commissioned pursuant to this Section 6.3(e)(i) upon the written request of the BCIMC Limited Partner. (ii) In addition, no more than 180 days prior to the first anniversary Calculation Date, the General Partner shall value the entire Portfolio (the “Portfolio Appraisal”) by either (A) aggregating the values of the Second Amendment Effective Date last annual appraisals commissioned pursuant to Section 6.3(e)(i) or (inclusive B) commissioning a Qualified Appraiser to value the entire Portfolio (by aggregating the value of each Investment) and, in either case, subject to clause (iii) below, such Portfolio Appraisal shall be binding on the Partnership and the Partners absent manifest error or fraud. The Portfolio Appraisal performed pursuant to this Section 6.3(e)(ii) shall be deemed to have been performed by the “GP Appraiser”. The Portfolio Appraisal shall be used to determine the Appraised Value of the Initial Post-Closing Appraisal). Such appraisals and updates to includePortfolio (including, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary Carried Interest Distribution) in accordance with Section 5.3. (iii) Within ten (10) Business Days following the receipt of the Second Amendment Effective DatePortfolio Appraisal, the Loan Parties BCIMC Limited Partner and the Sell-Down Transferee (if applicable) shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date jointly provide written notice (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(aAppraisal Notice”) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted General Partner electing to (x) while an Event of Default has occurred and is continuing agree to the Portfolio Appraisal or (y) at reject the request of a Loan Party in connection with Portfolio Appraisal. In the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood event the BCIMC Limited Partner and agreed that the Acceptable Inventory Appraisals referred to in this clause Sell-Down Transferee (aif applicable) reject the Portfolio Appraisal, the BCIMC Limited Partner and the Sell-Down Transferee (if applicable) shall also be for jointly select, approve and appoint a Qualified Appraiser to value the benefit entire Portfolio (by aggregating the value of each Investment) as of the FILO Agent and effective date of the FILO Term Loan Lenders, and so long as General Partner’s proposed Portfolio Appraisal (the FILO Term Loans remain outstanding, “LP Appraiser”) within five (5) Business Days following the FILO Agent have General Partner’s receipt of the right to conduct any such Acceptable Inventory Appraisals described in this clause Appraisal Notice (athe “LP Appraiser Appointment Period”) during any such twelve-month period at the Loan Parties’ expense by providing notice to the extent General Partner of such Acceptable Inventory Appraisals are not conducted by appointment (the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a“LP Appraiser Notice”). In the event the FILO Agent conducts any BCIMC Limited Partner and the Sell-Down Transferee are unable to jointly appoint a Qualified Appraiser, each of the BCIMC Limited Partner and the Sell-Down Transferee shall select different Qualified Appraisers and such Acceptable Inventory Appraisals pursuant Qualified Appraisers shall appoint a third (3rd) Qualified Appraiser and such third (3rd) Qualified Appraiser shall be deemed to be the LP Appraiser for purposes of the immediately preceding sentence. If the BCIMC Limited Partner and the Sell-Down Transferee (if applicable) fail to collectively appoint the LP Appraiser within the LP Appraiser Appointment Period, the Portfolio Appraisal shall be conclusive on the Partners. If both the GP Appraiser and the LP Appraiser are appointed, then the GP Appraiser and the LP Appraiser shall thereafter appoint a third (3rd) Qualified Appraiser (the “Independent Appraiser” and, together with the GP Appraiser and the LP Appraiser, collectively, the “Appraisers”) and give notice thereof to the terms hereof, Partners within ten (10) days following the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of General Partner’s receipt of the results of such appraisal from LP Appraiser Notice (the FILO Agent) implement “Independent Appraiser Appointment Period”). If the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base GP Appraiser and the FILO Borrowing BaseLP Appraiser fail to appoint the Independent Appraiser within the Independent Appraiser Appointment Period, any Partner may petition a court of competent jurisdiction to appoint the Independent Appraiser. (biv) At any Each of the Appraisers shall promptly fix a time that for the FILO Agent reasonably requests after completion of the Portfolio Appraisal, which shall not be later than thirty (30) days from the appointment of the Independent Appraiser. The Appraisers shall determine the Portfolio Value as of the effective date that is at least 120 days after of the Second Amendment Effective Date General Partner’s proposed Portfolio Appraisal by determining the fair market value of the assets to be appraised (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more other than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such datecash in Partnership accounts), such being the fairest price estimated in the terms of money which the Partnership could obtain if such assets were sold, for all cash, in the open market allowing a reasonable time to find a purchaser who purchases such assets with knowledge of the business of the Partnership and such assets. If the Appraisers are not able to agree upon a single Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal, each shall render its own Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal. Upon submission of the appraisals setting forth the opinions as to the Portfolio Value, if the highest value submitted by the Appraisers is not more than 105% of the lowest value submitted by the Appraisers, then the average of the values proposed by the Appraisers shall constitute the “Portfolio Value”; provided, that if the highest value submitted by the Appraisers is more than 105% of the lowest value submitted by the Appraisers, then the average of the two appraisals closest in value shall constitute the “Portfolio Value”. (v) If the GP Appraiser, the LP Appraiser and updates to includethe Independent Appraiser are appointed, without limitationthe General Partner shall pay for the services of the GP Appraiser, information required the BCIMC Limited Partner and/or the Sell-Down Transferee (if applicable) shall pay for the services of the LP Appraiser and the cost of the services of the Independent Appraiser shall be paid by any applicable Requirement of Lawthe Partners pro rata in accordance with their Percentage Interests. The Loan Parties costs of the services of the Partnership’s accountants, if applicable, shall be responsible paid by the Partnership. (vi) As used herein, “Appraised Value” of an asset or assets means, as the context so provides, the value of such asset(s) as determined by appraisal. For any Investment which has been acquired by the Partnership but has not yet been appraised by a Qualified Appraiser, the acquisition and development cost paid by the Partnership for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two Partnership’s interest in such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubtInvestment shall, for all purposes of any calculations hereunder or otherwisethis Agreement, any new Acceptable IP Appraisal shall not take effect be deemed to be its value established pursuant to this Section 6.3(e) until the delivery of the first Borrowing Base Certificate that such time as such Investment is delivered immediately after the delivery of such new Acceptable IP Appraisalappraised in accordance with this Section 6.3.

Appraisals. Agent or any Lender shall have the right to cause an Appraisal or if Agent shall elect, an Appraisal Update, of any Property to be performed at such times, if any, as (a) Within 80 days Agent or any Lender may elect to obtain an Appraisal or an Appraisal Update of the Second Amendment Effective Date such Property or (b) such an Appraisal or such later date agreed Appraisal Update may be required under FIRREA or any other statute or regulations applicable to by the Administrative Agent and the FILO Agent), the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective as of March 31, 2023 (the “Initial Post-Closing Appraisal”). At or any time that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective DateLender; provided, however in the event that there shall only an Appraisal Update in lieu of an Appraisal would be two Inventory appraisals required prior to the first anniversary sufficient under a requirement of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals FIRREA or other statute or regulation, Agent and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second Amendment Effective Date, the Loan Parties Lenders agree that an Appraisal Update shall be responsible sufficient for the costs purposes of expenses clause (b) above. The cost of one Acceptable Inventory any such Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may and/or Appraisal Update shall be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of paid by Borrowers (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and shall then be continuing (if such request is made by Agent not more than twice in any calendar year), (ii) if no Event of Default is continuing, if such request is made by Agent not more than once in any twenty four (24) month period (exclusive of requests made under clauses (i) and (ii)), (iii) if such Appraisal or Appraisal Update is performed pursuant to clause (b) of this Section 4.9, (iv) if such Appraisal or Appraisal Update provided to Agent to establish satisfaction with the Loan Parties shall be responsible for the costs and expenses of any Release Conditions in accordance with Section 4.12 or Section 4.13 hereof, and/or (v) if such appraisals conducted (x) while an Event of Default has occurred and Appraisal or Appraisal Update is continuing or (y) at the request of a Loan Party performed in connection with the addition an exercise by Borrowers of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the their right to conduct any such Acceptable Inventory Appraisals described extend the then current Maturity Date in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a)accordance with Section 2.15 hereof. In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value Except as set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Base. (b) At any time that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent)immediately preceding sentence, each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable IP any Appraisal during each successive six-month period and/or Appraisal Update requested by Agent after the Second Amendment Effective Closing Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuingpaid by Agent. In all events, and the Loan Borrower Parties shall be responsible for the costs cooperate and expenses of cause Manager to cooperate with Agent and any such appraisals conducted (x) while an Event of Default has occurred appraiser and is continuing or (y) at the request of a Loan Party their agents and employees in connection with the addition of a new Loan Party such Appraisal or new FILO Borrowing Base assets heretoAppraisal Update. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisal.62383226 73

Appraisals. (a) Within 80 days of the Second Amendment Effective Date (or such later date agreed to by the Administrative Agent and the FILO Agent), the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective as of March 31, 2023 (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for requests, the avoidance of doubtBorrower will, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal)and will cause each Subsidiary to, each Loan Party will provide the Administrative Agent with Acceptable appraisals or updates thereof of its Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; provided, that there shall only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. From Rental Agreement Portfolio from an appraiser selected and after the first anniversary of the Second Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted engaged by the Administrative Agent pursuant to this clause (a); providedAgent, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant prepared on a basis satisfactory to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Base. (b) At any time that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, include information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable IP Appraisal Inventory and Rental Agreement Portfolio appraisal during each successive sixany 12-month period and (a) during the first 12 months ending after the Second Fourth Amendment Effective Date Date, one (1) additional Inventory and Rental Agreement Portfolio appraisal (for a total of two such Intellectual Property Inventory and Rental Agreement Portfolio appraisals during each such successive twelve12-month period); provided however that ) and (b) one (1) additional Acceptable IP Appraisals may be initiated at Inventory and Rental Agreement Portfolio appraisal (for a total of two such Inventory and Rental Agreement Portfolio appraisals during any 12-month period (other than the Borrowers’ cost first 12 months ending after the Fourth Amendment Effective Date) and expense a total of three such Inventory and Rental Agreement Portfolio appraisals during the first 12 months ending after the Fourth Amendment Effective Date) conducted at any timetime after AvailabilityLiquidity falls below the greater of (i) $70,000,000 and (ii) 25% of the lesser of (x) the Total Revolving Commitments and (y) the Borrowing Base$60,000,000. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an a Specified Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisalcontinuing.

Appraisals. (a) Within 80 days of the Second Amendment Effective Date (or such later date agreed to by the Administrative Agent and the FILO Agent)may, the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisalin its sole discretion, effective as of March 31exercised in a commercially reasonable manner, 2023 (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; provided, that there shall only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater Closing Date and from time to time, engage the services of (i) $214,700,000 an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of US Borrowers' and (ii) 20% Canadian Borrowers' assets. Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with US Loan Parties as to the identity of any such firm. In the event the value of such Borrowers' domestic and Canadian Inventory or Receivables as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such applicable Advances permitted hereunder, then, promptly upon Agent's demand for same, such Borrowers shall make mandatory prepayments of the Line Cap for five consecutive Business Days (until such time then outstanding applicable Revolving Advances so as Availability to eliminate the excess Advances. Not more than one inventory appraisal, each at US-Canada Borrowers' expense, shall be conducted per annum unless a Dominion Period is equal to in effect or greater than the greater of (i) $214,700,000 and (ii) 20% it is within 60 days of the Line Cap for twenty consecutive days); providedend of a Dominion Period, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default or Default has occurred and is continuing. Not more than one field examination, and the Loan Parties at US-Canada Borrowers' expense, shall be responsible for conducted per annum unless (i) a Dominion Period is in effect or it is within 60 days of the costs and expenses end of any such appraisals conducted a Dominion Period, (xii) while if US-Canada Undrawn Availability is less than 25% of the US-Canada Formula Amount, or (iii) if an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Base. (b) At any time that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing; provided if the US-Canada Revolving Facility Usage is Zero Dollars ($0.00) or the US-Canada Undrawn Availability exceeds 75% of the maximum US-Canada Revolving Advance Amount, and the Loan Parties no inventory appraisals at US-Canada Borrowers' expense shall be responsible for the costs and expenses required. 15. Amendment of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisal.Section 5.33 –

Appraisals. (a) Within 80 days of the Second Amendment Effective Date (or such later date agreed to by the Administrative At any time that Agent and the FILO Agent)requests, the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective as of March 31, 2023 (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Appraisals or updates thereof of their Inventory and Equipment, such Acceptable Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; provided, that there shall only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals and updates to include, without limitation, information required by any applicable Requirement Requirements of Law. From The Borrowers shall reimburse Agent for all reasonable charges, costs and after the first anniversary 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 such calendar year if Revolver Usage at all times during such calendar year does not exceed 15% of the Second Amendment Effective DateLine Cap, the Loan Parties shall be responsible (ii) for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date (for a total of one more than 1 inventory appraisal in such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense calendar year if Revolver Usage at any time after Availability falls below the greater of (i) $214,700,000 and (ii) 20during such calendar year exceeds 15% of the Line Cap (increasing to 2 inventory appraisals if an Increased Reporting Event has occurred during such calendar year), (iii) subject to the other terms of this Section 5.11, for five consecutive Business Days (until any equipment appraisals in such time as Availability is equal to or greater than calendar year if Revolver Usage at all times during such calendar year does not exceed 15% of the greater of (i) $214,700,000 Line Cap, and (iiiv) 20subject to the other terms of this Section 5.11, for more than 1 equipment appraisal in such calendar year if Revolver Usage at any time during such calendar year exceeds 15% of the Line Cap (increasing to 2 equipment appraisals if an Increased Reporting Event has occurred during such calendar year), in each case, except for twenty consecutive daysappraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated); and provided, further thatfurther, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals that shall be at the sole expense of the Borrowers if an any Default or Event of Default has shall have occurred and is be continuing. TheNotwithstanding anything to the contrary contained herein, and the Loan Parties shall be responsible Borrowers shallagree to reimburse Agent for the all reasonable charges, costs and expenses related to the initial appraisals of the M&E included in the PP&E Componentan inventory appraisal conducted within 60 days of the Third Amendment Effective Date, which obligation shall be in addition to and tonot in lieu of any such appraisals conducted (x) while an Event reimbursement obligation for any other inventory appraisal of Default has occurred and is continuing or (y) at M&E of the request kind described in the definition of a Loan Party “PP&E Component” in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit Borrower-requested reset of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater NOLV of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing BaseEligible M&Ethis Section. (b) At any time that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisal.

Appraisals. (a) Within 80 days of During the Second Amendment Effective Date (or such later date agreed Interim Term, Lessee shall at its expense cause to by the Administrative Agent and the FILO Agent), the Loan Parties will provide the Administrative Agent with be delivered to Lessor an Acceptable Inventory Appraisal, effective as of March 31, 2023 (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; provided, that there shall only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after Item of Equipment for which no Appraisal has been previously delivered upon the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of earliest of: (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing last previous Appraisal Date (or, if no Appraisal Date has occurred, after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Closing Date; and ), (ii) if after the maximum number permitted by 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 twenty-five million dollars ($25,000,000) have been made subject to this clause Lease Agreement for which no Appraisal has been previously delivered, on the date of the Lease Agreement Supplement for the Item of Equipment that caused such twenty-five million dollars (a). In $25,000,000) threshold to be exceeded, (iii) on the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly day six (but in any event within two (26) 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 receipt 10% of the results aggregate Casualty Loss Value for all Equipment then subject to this Lease Agreement shall have been substituted for Items of such appraisal from Equipment, on the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation date of the Revolving Borrowing Base and Substitution Notice for the FILO Borrowing BaseItem of Replacement Equipment that caused such 10% threshold to be exceeded. (b) At During the Basic Term, Lessee shall at its own expense cause an Appraisal of each item of Replacement Equipment for which no Appraisal has been previously delivered each time the aggregate Acquisition Costs of all Replacement Equipment for which no Appraisal has been delivered hereunder exceeds ten (10) per cent of the aggregate Acquisition Costs for all Equipment then subject to this Lease Agreement. Such Appraisal shall be delivered to Lessor within ten (10) days of the date of the Substitution Notice for the Replacement Equipment that caused such ten (10) percent threshold to be exceeded. (c) If any time Appraisal states that the FILO Agent reasonably requests after estimated fair market value or Residual Value of an Item of Equipment is less than the Casualty Loss Value or the Residual Value, respectively, for such Item of Equipment, Lessee shall within thirty (30) days of the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP 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. ​ (ai) Within 80 days The General Partner shall cause a nationally recognized MAI appraiser with experience in appraising the value of real estate having a similar character to and in a similar geographic location as the Investments (a “Qualified Appraiser”) to value (A) each Development Investment and Value-Add Investment within the calendar year following the date of Stabilization of each such Development Investment and Value-Add Investment and annually thereafter and (B) each Core Investment within the calendar year following the date of the Second Amendment Effective Date acquisition of each such Core Investment and annually thereafter, in each case at the expense of the Partnership. The General Partner shall direct the appointed Qualified Appraiser to finalize each such appraisal no later than two (or 2) weeks prior to the end of the calendar year in which such later date agreed to by the Administrative Agent and the FILO Agent), the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective as of March 31, 2023 appraisal is being conducted (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing AppraisalAppraisal Date), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery and to reflect an effective date of the Initial Post-Closing Appraisal after the Second Amendment Effective Datesuch valuation as of December 31 of such calendar year; provided, that there the General Partner shall only be two Inventory appraisals required have no liability with respect to the failure of such Qualified Appraiser to finalize any such appraisal by the Appraisal Date. The General Partner shall deliver to the BCIMC Limited Partner any appraisal commissioned pursuant to this Section 6.3(e)(i) upon the written request of the BCIMC Limited Partner. ​ (ii) In addition, no more than 180 days prior to the first anniversary Calculation Date, the General Partner shall value the entire Portfolio (the “Portfolio Appraisal”) by either (A) aggregating the values of the Second Amendment Effective Date last annual appraisals commissioned pursuant to Section 6.3(e)(i) or (inclusive B) commissioning a Qualified Appraiser to value the entire Portfolio (by aggregating the value of each Investment) and, in either case, subject to clause (iii) below, such Portfolio Appraisal shall be binding on the Partnership and the Partners absent manifest error or fraud. The Portfolio Appraisal performed pursuant to this Section 6.3(e)(ii) shall be deemed to have been performed by the “GP Appraiser”. The Portfolio Appraisal shall be used to determine the Appraised Value of the Initial Post-Closing Appraisal). Such appraisals and updates to includePortfolio (including, without limitation, information required by any applicable Requirement of Lawthe Carried Interest Distributions) in accordance with Section 5.3. From and after ​ (iii) Within ten (10) Business Days following the first anniversary receipt of the Second Amendment Effective DatePortfolio Appraisal, the Loan Parties BCIMC Limited Partner shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date provide written notice (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(aAppraisal ​ Notice”) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted General Partner electing to (x) while an Event of Default has occurred and is continuing agree to the Portfolio Appraisal or (y) at reject the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a)Portfolio Appraisal. In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to BCIMC Limited Partner rejects the terms hereofPortfolio Appraisal, the Administrative Agent BCIMC Limited Partner shall select, approve and appoint a Qualified Appraiser to value the Borrowers shall promptly entire Portfolio (but in any event by aggregating the value of each Investment) as of the effective date of the General Partner’s proposed Portfolio Appraisal (the “LP Appraiser”) within two five (25) Business Days of following the General Partner’s receipt of the results Appraisal Notice (the “LP Appraiser Appointment Period”) by providing notice to the General Partner of such appraisal appointment (the “LP Appraiser Notice”). If the BCIMC Limited Partner fails to appoint the LP Appraiser within the LP Appraiser Appointment Period, the Portfolio Appraisal shall be conclusive on the Partners. If both the GP Appraiser and the LP Appraiser are appointed, then the GP Appraiser and the LP Appraiser shall thereafter appoint a third (3rd) Qualified Appraiser (the “Independent Appraiser” and, together with the GP Appraiser and the LP Appraiser, collectively, the “Appraisers”) and give notice thereof to the Partners within ten (10) days following the General Partner’s receipt of the LP Appraiser Notice (the “Independent Appraiser Appointment Period”). If the GP Appraiser and the LP Appraiser fail to appoint the Independent Appraiser within the Independent Appraiser Appointment Period, any Partner (other than the Special Limited Partner) may petition a court of competent jurisdiction to appoint the Independent Appraiser. ​ (iv) Each of the Appraisers shall promptly fix a time for the completion of the Portfolio Appraisal, which shall not be later than thirty (30) days from the FILO Agent) implement appointment of the Net Orderly Liquidation Independent Appraiser. The Appraisers shall determine the Portfolio Value set as of the effective date of the General Partner’s proposed Portfolio Appraisal by determining the fair market value of the assets to be appraised (other than cash in Partnership accounts), such being the fairest price estimated in the terms of money which the Partnership could obtain if such assets were sold, for all cash, in the open market allowing a reasonable time to find a purchaser who purchases such assets with knowledge of the business of the Partnership and such assets. If the Appraisers are not able to agree upon a single Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal, each shall render its own Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal. Upon submission of the appraisals setting forth in such appraisal the opinions as to the calculation Portfolio Value, if the highest value submitted by the Appraisers is not more than 105% of the Revolving Borrowing Base lowest value submitted by the Appraisers, then the average of the values proposed by the Appraisers shall constitute the “Portfolio Value”; provided, that if the highest value submitted by the Appraisers is more than 105% of the lowest value submitted by the Appraisers, then the average of the two appraisals closest in value shall constitute the “Portfolio Value”. ​ (v) If the GP Appraiser, the LP Appraiser and the FILO Borrowing BaseIndependent Appraiser are appointed, the General Partner shall pay for the services of the GP Appraiser, the BCIMC Limited Partner and/or the Sell-Down Transferee (if applicable) shall pay for the services of the LP Appraiser and the cost of the services of the Independent Appraiser shall be paid by the Partners pro rata in accordance with their Percentage Interests. The costs of the services of the Partnership’s accountants, if applicable, shall be paid by the Partnership. (bvi) At As used herein, “Appraised Value” of an asset or assets means, as the context so provides, the value of such asset(s) as determined by appraisal. For any time that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to Investment which has been acquired by the FILO Agent)Partnership but has not yet been appraised by a Qualified Appraiser, each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals acquisition and updates to include, without limitation, information required development cost paid by any applicable Requirement of Law. The Loan Parties shall be responsible the ​ Partnership for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two Partnership’s interest in such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubtInvestment shall, for all purposes of any calculations hereunder or otherwisethis Agreement, any new Acceptable IP Appraisal shall not take effect be deemed to be its value established pursuant to this Section 6.3(e) until the delivery of the first Borrowing Base Certificate that such time as such Investment is delivered immediately after the delivery of such new Acceptable IP Appraisal.appraised in accordance with this Section 6.3. ​

Appraisals. (a) Within 80 days of the Second Amendment Effective Date (or such later date agreed to by the Administrative Agent and the FILO Agent), the The Loan Parties will provide to the Administrative Agent from time to time upon the Administrative Agent’s request, at the sole expense of the Loan Parties, appraisals (or updates thereof) of the Inventory of the Loan Parties from appraisers selected and engaged by the Administrative Agent, prepared on a basis consistent in all material respects with an Acceptable Inventory Appraisal, effective the inventory appraisals delivered pursuant to the Existing Credit Agreement (with such adjustments as shall be deemed appropriate to reflect events or changes in circumstances after the dates of March 31, 2023 (the “Initial Post-Closing Appraisal”such appraisals). At any time ; provided that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; provided, that there shall entitled to request only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however appraisal in any calendar year, except that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense (i) at any time after when Availability falls below shall have been less than the greater of (iA) $214,700,000 and the lesser of (iix) 20% of the Line Cap for five consecutive Business Days total Revolving Commitments then in effect or (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (iiy) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after then in effect and (B) $95,000,000 for three consecutive Business Days, the delivery Administrative Agent may request a second appraisal in the then-current calendar year, (ii) if an Event of such new Acceptable Inventory Appraisal. AdditionallyDefault shall have occurred and be continuing, there shall be no limitation on the number of appraisals that the Administrative Agent may request and (iii) if the Company or frequency any Subsidiary shall have consummated any Permitted Acquisition, the Administrative Agent may request a separate appraisal of Inventory appraisals if an Event of Default has occurred and is continuing, and the inventory acquired thereby to the extent the Loan Parties shall desire to include such inventory in Eligible Inventory. For purposes of the foregoing, it is understood that a single appraisal may consist of appraisals of the assets of each Loan Party and may be conducted at multiple sites. Notwithstanding the foregoing, upon reasonable advance notice to the Company, the Administrative Agent may request appraisals in addition to those authorized by the preceding sentences of this Section; provided that the Loan Parties will not be responsible for the costs and expenses expense of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Basesentence. (b) At any time that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties when Availability shall be responsible less than 20% of the total Revolving Commitments for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionallythree consecutive Business Days, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for will provide to the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) Administrative Agent upon the Administrative Agent’s request, at the request sole expense of a the Loan Party Parties, updated FIRREA Appraisals of one or more of the Eligible Real Properties included in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For from appraisers selected and engaged by the avoidance of doubt, Administrative Agent; provided that not more than one such updated FIRREA Appraisal may be requested for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisalsingle Eligible Real Property in a single calendar year.

Appraisals. (a) Within 80 days of the Second Amendment Effective Date (or such later date agreed to by the Administrative Agent and the FILO Agent), the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective as of March 31, 2023 (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for requests, the avoidance of doubtBorrower will, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal)and will cause each Subsidiary to, each Loan Party will provide the Administrative Agent with Acceptable appraisals or updates thereof of its Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; provided, that there shall only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals from an appraiser selected and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted engaged by the Administrative Agent pursuant to this clause (a); providedAgent, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant prepared on a basis reasonably satisfactory to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Base. (b) At any time that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The If no Event of Default has occurred and is continuing, the Administrative Agent may conduct, and the Loan Parties shall be responsible for the costs of and expenses of of, one Acceptable IP Appraisal (1) Inventory appraisal during each successive six-month period after the Second Amendment Effective Date any twelve (12)-month period, provided, that one (1) additional Inventory appraisal (for a the total of two (2) such Intellectual Property Inventory appraisals during each any , notwithstanding the foregoing, (x) the Loan Parties shall not be responsible for the costs and expenses of any such successive twelve-month period); provided however Inventory appraisal conducted while the aggregate amount of Loans is zero (provided, further, that additional Acceptable IP Appraisals may be initiated on any date that the aggregate amount of Loans is greater than zero, the Loan Parties shall, at the Borrowers’ request of the Administrative Agent, either (A) reimburse the Administrative Agent for the costs and expenses of any such Inventory appraisal conducted in the ninety (90) day period immediately prior to such date or (B) permit the Administrative Agent to conduct one (1) Inventory appraisal, at the cost and expense of the Loan Parties, during such twelve (12)-month period and the Loan Parties will cause or permit such appraisal to be commenced within ninety (90) days after such date (or such later date as the Administrative Agent may agree in its sole discretion)) and (y) one (1) additional Inventory appraisal may be conducted at any timetime after Availability falls below the greater of (i) $17,500,000 12,000,000 and (ii) 2015% of the Aggregate Commitment; provided, further, that however, that during any twelve (12)-month period, the Loan Parties shall not be responsible for the costs and expenses of more than two (2) Inventory appraisals that are commenced while no Event of Default has occurred and is continuing. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if Inventory appraisals conducted while an Event of Default has occurred and is continuing, continuing and the Loan Parties shall be responsible for the costs and expenses of any such Inventory appraisals conducted (x) commenced while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisalcontinuing.

Appraisals. Once in each twelve month period (a) Within 80 days unless the Parent Borrower otherwise requests that additional appraisals of Inventory be conducted in the relevant twelve month period, as provided below), so long as the sum of the Second Amendment Effective Date (Excess Availability plus the Suppressed Availability is not less than 20% of the Revolving Credit Line Cap for 2 consecutive Business Days, or such later date agreed to by no Specified Event of Default exists, at the request of the Administrative Agent and the FILO or Collateral Agent), the Loan Parties will provide permit the Administrative Agent with an Acceptable Inventory Appraisalto conduct, effective as of March 31, 2023 (the “Initial Post-Closing Appraisal”). At any time that and the Administrative Agent reasonably requests (but for the avoidance shall conduct, one appraisal or update thereof of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide their Inventory by an appraiser selected and engaged by the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; providedAgent, that there shall only be two Inventory appraisals required prior and prepared on a basis satisfactory to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals and updates Administrative Agent, such appraisal or update to include, without limitation, information required by any applicable Requirement of Law. From law and after the first anniversary of the Second Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days)regulations; provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes (a) if a Specified Event of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that Default has occurred and is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionallycontinuing, there shall be no limitation on the number of such appraisals that Administrative Agent may conduct at the expense of Borrowers, (b) if the sum of the Excess Availability plus the Suppressed Availability is less than 20% of the Revolving Credit Line Cap for 2 consecutive Business Days during such twelve month period, upon the request of Administrative Agent or frequency of Inventory appraisals if an Event of Default has occurred and is continuingCollateral Agent, and the Loan Parties shall be responsible for will permit the costs Administrative Agent to conduct, and expenses Administrative Agent may conduct, 2 appraisals by such appraiser during such twelve month period at the expense of Borrowers, and (c) the Loan Parties will permit such other appraisals as Administrative Agent or Collateral Agent may request at any time at its own expense. In addition to the foregoing, the Parent Borrower may request in writing that the Administrative Agent conduct additional appraisals of Inventory from time to time in order to effect a change in the Net Recovery Percentage of any of the Eligible Inventory or to evaluate and appraise any Additional Inventory (and such appraisals conducted (x) while an Event shall not be considered for purposes of Default has occurred and is continuing or (y) at the request any limitation on appraisals provided for herein). For purposes of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It this Section 5.14, it is understood and agreed that a single appraisal may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All such appraisals shall be commenced upon reasonable notice to the Acceptable Inventory Appraisals referred Parent Borrower and performed during normal business hours of the Parent Borrower, and all reasonable out-of-pocket costs of such appraisals shall be at the sole expense of the Parent Borrower, except for appraisals conducted pursuant to in this clause (ac) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Baseabove. (b) At any time that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisal.

Appraisals. To the extent any Permitted Joint Venture’s Aggregate Modified Permitted JV Value of the Timberlands is included in the Loan to Value Ratio, the Borrower, at the sole cost and expense of the Borrower, shall deliver to the Lenders (aA) Within 80 an annual appraisal update no later than 60 days prior to the end of each calendar year end (other than with respect to the calendar years described in clause (B)) of such Permitted Joint Venture’s JV Timberlands, (B) an appraisal no later than 60 days prior to the end of calendar year 2018 and each third calendar year end thereafter of such Permitted Joint Venture’s JV Timberlands, and (C) an appraisal within 60 days of the Second Amendment Effective Date (or such later date agreed to a request by the Administrative Agent and in the FILO Agent)exercise of its reasonable discretion (which request, the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective as of March 31, 2023 (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; provided, that there shall only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if unless an Event of Default has occurred and is continuing, and the Loan Parties shall not be responsible for the costs and expenses made more than once in any period of any 12 consecutive months) of such appraisals conducted (x) while an Event of Default has occurred and is continuing Permitted Joint Venture’s JV Timberlands or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long portion thereof as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant shall have specified in its request. Each such appraisal update or appraisal shall assign independent values to this clause (a); provided, however, that each portion of the FILO Agent JV Timberlands consisting of JV Real Property and each JV Timber Lease. Each such appraisal update or appraisal shall not conduct any such Acceptable Inventory Appraisals until the date be done by a nationally recognized forestry appraisal firm that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant acceptable to the terms hereofAdministrative Agent. The scope of such appraisal update or appraisal and the specifications, methods and assumptions included therein (including any “extraordinary assumptions” or “hypothetical conditions” (each as defined by the Uniform Standards of Professional Appraisal Practice)), must be acceptable to the Administrative Agent; provided that, the Administrative Agent and may waive the Borrowers shall promptly requirements of clause (but A) or clause (B) in any event within two (2) Business Days of receipt its sole discretion if the Borrower has delivered to the Administrative Agent an appraisal or appraisal update for such JV Timberlands that is less than 12 months old as of the results end of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Basecalendar year. (b) At any time that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisal.

Appraisals. (a) Within 80 days The Borrower shall permit the Administrative Agent, at the request of the Second Amendment Effective Date (or such later date agreed Required Lenders, to by obtain, at the Administrative Agent and sole expense of the FILO AgentBorrower, Appraisals from an Eligible Appraiser on Appraisal Properties; provided that the Required Lenders shall not be entitled, pursuant to this Section 9.15(a), the Loan Parties will provide the Administrative Agent with to obtain (x) an Acceptable Inventory Appraisal, effective as of March 31, 2023 (the “Initial Post-Closing Appraisal”). At Appraisal on any time that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no particular Appraisal Property more than once during each successive six-month period in any calendar year, (y) more than three Appraisals on any particular Appraisal Property in the aggregate (plus additional appraisals after the delivery of Initial Term Loan Maturity Date as may be agreed among the Initial Post-Closing Appraisal after the Second Amendment Effective Date; provided, that there shall only be two Inventory appraisals required Borrower and any Extending Lenders) or (z) any Appraisals prior to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. From and date that is eighteen months after the first anniversary of the Second Amendment Effective Closing Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during in each successive twelve-month period after the Second Amendment Effective Date case described in clauses (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used hereinx), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve(y) or (z), if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if unless an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Base. (b) At any time Furthermore, if a material adverse change in the market conditions affecting an Appraisal Property has occurred, the Borrower shall permit the Administrative Agent, at the request of the Required Lenders, to obtain, at the sole expense of the Borrower, an Appraisal from an Eligible Appraiser on such Appraisal Property; provided that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed Required Lenders shall not be entitled, pursuant to by the FILO Agentthis Section 9.15(b), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no to obtain an Appraisal on any such particular Appraisal Property more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by in any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if calendar year unless an Event of Default has occurred and is continuing. (c) The Borrower shall be entitled to review the engagement terms of any Eligible Appraiser and to review any preliminary or final work product prepared by any such Eligible Appraiser in connection with any Appraisal made pursuant to this Section 9.15. (d) In addition to any other Appraisal permitted by this Section 9.15, the Borrower may at any time obtain from an Eligible Appraiser, Appraisals on any Real Property of the Borrower and its Subsidiaries, at the Borrower’s sole expense, and the Loan Parties any such Appraisal shall be responsible for given the costs same effect and expenses of any such appraisals conducted (x) while afforded the same treatment as an Event of Default has occurred and is continuing or (y) Appraisal obtained by the Administrative Agent at the request of a Loan Party in connection with the addition of a new Loan Party Required Lenders pursuant to Section 9.15(a) or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisal(b) above.

Appraisals. (a) Within 80 days of On no more than one occasion per every consecutive 24 month period following the Second Amendment Effective Date (or such later date agreed to by the Administrative Agent and the FILO Agent)most recent appraisal date, the Loan Parties will provide the Administrative Agent with appraisals or updates thereof of their Inventory from an Acceptable Inventory Appraisal, effective as of March 31, 2023 (the “Initial Post-Closing Appraisal”). At any time that appraiser selected and engaged by the Administrative Agent reasonably requests (but for with the avoidance time of doubt, no new inventory appraisal shall be requested until after such engagement determined at the delivery discretion of the Initial Post-Closing AppraisalAdministrative Agent, or as requested by the Required Lenders), each Loan Party will provide and prepared on a basis satisfactory to the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; providedAgent, that there shall only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such such appraisals and updates to include, without limitation, include information required by applicable law and regulations; provided that (I) the Company shall be permitted to instruct the Administrative Agent to conduct an Inventory appraisal if as of any applicable Requirement of Law. From date the most recently completed appraisal (or the most recently completed update thereof, if applicable) is more than one year old and after (II) the first anniversary Administrative Agent may conduct an Inventory appraisal at the discretion of the Second Amendment Effective DateAdministrative Agent, the Loan Parties or shall be responsible for the costs of expenses of one Acceptable conduct an Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated appraisal at the Borrowers’ cost request of the Required Lenders if (a) the date of the most recently completed appraisal (or the most recently completed update thereof, if applicable) is more than one year old and expense (b) either (i) Loans have been outstanding within the three months preceding such date or (ii) LC Exposure within the three months preceding such date has been greater than $200,000,000 at any time. Notwithstanding the foregoing, in addition to the Inventory appraisals permitted above at any time after Availability falls below the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as when Aggregate Availability is equal to or greater less than the greater of (ix) $214,700,000 and (ii) an amount equal to 20% of the Line Loan Cap for twenty consecutive days); provided, further that, Minimum then in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes effect and (y) an amount equal to 20% of the foregoing clause of this Section 5.11(a) (but for Loan Cap then in effect, one additional Inventory appraisal shall be permitted at the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes discretion of the “Availability” as used herein), such calculation of Administrative Agent or the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals Required Lenders per calendar year and if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Base. (b) At any time that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number of Inventory appraisals. For purposes of this Section 5.11, it is understood and agreed that a single Inventory appraisal may consist of examinations conducted at multiple relevant sites and involve one or frequency more relevant Loan Parties and their assets. All of Acceptable IP Appraisals if an Event the foregoing Collateral appraisals shall be at the sole expense of Default has occurred and is continuing, and the Loan Parties Parties. Notwithstanding the foregoing, the Lenders shall be responsible for the costs permitted to conduct one additional Inventory appraisal per calendar year at their own cost and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisalexpense.

Appraisals. (a) Within 80 days of the Second Amendment Effective Date (or such later date agreed to by the Administrative Agent and the FILO Agent), the The Loan Parties will provide to the Administrative Agent from time to time upon the Administrative Agent’s request, appraisals (or updates thereof) of the Inventory of the Loan Parties from appraisers selected and engaged by the Administrative Agent, prepared on a basis consistent in all material respects with an Acceptable Inventory Appraisal, effective the inventory appraisals delivered pursuant to the Existing Credit Agreement (with such adjustments as shall be deemed appropriate to reflect events or changes in circumstances after the dates of March 31, 2023 (the “Initial Post-Closing Appraisal”such appraisals). At any time ; provided that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; provided, that there shall entitled to request only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however appraisal in any period of 12 consecutive months, except that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense (a) at any time after when Availability falls below the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater shall have been less than the greater of (i) $214,700,000 17.5% of the Credit Limit then in effect and (ii) 20% $70,000,000 for three consecutive Business Days, the Administrative Agent may request a second appraisal during such period, (b) if an Event of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” Default shall have occurred and be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionallycontinuing, there shall be no limitation on the number of appraisals that the Administrative Agent may request and (c) if the Company or frequency any Restricted Subsidiary shall have consummated any Permitted Acquisition, the Administrative Agent may request a separate appraisal of the Inventory acquired thereby to the extent the Loan Parties desire to include such Inventory in Eligible Inventory. For purposes of the foregoing, it is understood that a single appraisal may consist of appraisals if an Event of Default has occurred the assets of each Loan Party and may be conducted at multiple sites. The first appraisal requested during any period of 12 consecutive months shall be at the expense of the Loan Parties unless (A) Availability shall have been equal to or greater than 70% of the Credit Limit at all times during the period of 12 consecutive months preceding such request and (B) such appraisal is continuingnot requested pursuant to clause (b) or (c) of the proviso in the first sentence of this Section, and in which case the Loan Parties shall not be responsible for the costs and expenses expense of any such appraisals conducted (x) while an Event appraisal. Any appraisal requested pursuant to the proviso in the first sentence of Default has occurred and is continuing or (y) this Section shall be at the request expense of a the Loan Party Parties, except in connection with the addition case of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lendersthereof, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense if prior to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant Agent’s request for a second appraisal, Availability shall have been greater than or equal to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (ix) two times during each successive twelve-month period after 17.5% of the Second Amendment Effective Date; Credit Limit then in effect and (iiy) $70,000,000 for 30 consecutive days, in which case the maximum number permitted by this clause (a)Loan Parties shall not be responsible for the expense of such second appraisal. In Notwithstanding the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant foregoing, upon reasonable advance notice to the terms hereofCompany, the Administrative Agent and the Borrowers shall promptly (but may request one appraisal in any event within two (2) Business Days calendar year in addition to those authorized by the preceding sentences of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Base. (b) At any time this Section; provided that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall will not be responsible for the costs expense of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisalpursuant to this sentence.

Appraisals. (a) Within 80 days of the Second Amendment Effective Date (or such later date agreed to by the Administrative Agent and the FILO Agent), the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective as of March 31, 2023 (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal)requests, each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after appraisals or updates thereof of its Inventory, from an appraiser selected and engaged by the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; providedAdministrative Agent, that there shall only be two Inventory appraisals required prior and prepared on a basis reasonably satisfactory to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. From and after In addition to the first anniversary of the Second Amendment Effective DateInitial Appraisal, the Loan Parties shall be responsible for the costs of expenses of (i) one Acceptable additional appraisal during the initial twelve- month period following the Effective Date (for a total of two such Inventory Appraisal of Inventory appraisals during such initial twelve-month period) and (ii) one appraisal during each successive twelve-month period after such initial twelve-month period following the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals appraisal during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of (i) $214,700,000 170,000,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 170,000,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Base. (b) At any time that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisal.

Appraisals. (ai) Within 80 days The General Partner shall cause a nationally recognized MAI appraiser with experience in appraising the value of real estate having a similar character to and in a similar geographic location as the Investments (a “Qualified Appraiser”) to value (A) each Development Investment within the calendar year following the date of completion of each such Development Investment and annually thereafter, and (B) each Value-Add Investment and Core Investment within the calendar year following the date of the Second Amendment Effective Date (acquisition of each such Value-Add Investment and Core Investment and annually thereafter, in each case at the expense of the Partnership. Following the date that any Carried Interest Distributions are distributed to the General Partner or such later date agreed to by the Administrative Agent and the FILO Agent)Special Limited Partner, the Loan Parties will provide General Partner shall cause a Qualified Appraiser to value 25% of the Administrative Agent with an Acceptable Inventory Appraisalentire Portfolio each calendar quarter, effective such that each Investment is appraised at least one time per calendar year, in each case at the expense of the Partnership. The General Partner shall direct the appointed Qualified Appraiser to finalize each such appraisal no later than the last day of the calendar year or calendar quarter, as of March 31applicable, 2023 in which such appraisal is being conducted (the “Initial Post-Closing AppraisalAppraisal Date”). At any time that , and to reflect an effective date of such valuation as of December 31 of such calendar year or the Administrative Agent reasonably requests (but for the avoidance last day of doubtsuch applicable calendar quarter, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Dateas applicable; provided, that there the General Partner shall only be two Inventory appraisals required have no liability with respect to the failure of such Qualified Appraiser to finalize any such appraisal by the Appraisal Date. The General Partner shall deliver to the QuadReal Limited Partner any appraisal commissioned pursuant to this Section 6.3(e)(i) upon the written request of the QuadReal Limited Partner. (ii) In addition, no more than 180 days prior to the first anniversary Calculation Date, the General Partner shall value the entire Portfolio (the “Portfolio Appraisal”) by either (A) aggregating the values of the Second Amendment Effective Date last annual appraisals commissioned pursuant to Section 6.3(e)(i) or (inclusive B) commissioning a Qualified Appraiser to value the entire Portfolio (by aggregating the value of each Investment) and, in either case, subject to clause (iii) below, such Portfolio Appraisal shall be binding on the Partnership and the Partners absent manifest error or fraud. The Portfolio Appraisal performed pursuant to this Section 6.3(e)(ii) shall be deemed to have been performed by the “GP Appraiser”. The Portfolio Appraisal shall be used to determine the Appraised Value of the Initial Post-Closing Appraisal). Such appraisals and updates to includePortfolio (including, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary Carried Interest Distributions) in accordance with Section 5.3. (iii) Within ten (10) Business Days following the receipt of the Second Amendment Effective DatePortfolio Appraisal, the Loan Parties QuadReal Limited Partner shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date provide written notice (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(aAppraisal Notice”) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted General Partner electing to (x) while an Event of Default has occurred and is continuing agree to the Portfolio Appraisal or (y) at reject the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a)Portfolio Appraisal. In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to QuadReal Limited Partner rejects the terms hereofPortfolio Appraisal, the Administrative Agent QuadReal Limited Partner shall select, approve and appoint a Qualified Appraiser to value the Borrowers shall promptly entire Portfolio (but in any event by aggregating the value of each Investment) as of the effective date of the General Partner’s proposed Portfolio Appraisal (the “LP Appraiser”) within two five (25) Business Days of following the General Partner’s receipt of the results Appraisal Notice (the “LP Appraiser Appointment Period”) by providing notice to the General Partner of such appraisal from appointment (the FILO Agent“LP Appraiser Notice”). If the QuadReal Limited Partner fails to appoint the LP Appraiser within the LP Appraiser Appointment Period, the Portfolio Appraisal shall be conclusive on the Partners. If both the GP Appraiser and the LP Appraiser are appointed, then the GP Appraiser and the LP Appraiser shall thereafter appoint a third (3rd) implement Qualified Appraiser (the Net Orderly Liquidation Value set forth in such appraisal “Independent Appraiser” and, together with the GP Appraiser and the LP Appraiser, collectively, the “Appraisers”) and give notice thereof to the calculation Partners within ten (10) days following the General Partner’s receipt of the Revolving Borrowing Base LP Appraiser Notice (the “Independent Appraiser Appointment Period”). If the GP Appraiser and the FILO Borrowing BaseLP Appraiser fail to appoint the Independent Appraiser within the Independent Appraiser Appointment Period, any Partner (other than the Special Limited Partner) may petition a court of competent jurisdiction to appoint the Independent Appraiser. (biv) At any Each of the Appraisers shall promptly fix a time that for the FILO Agent reasonably requests after completion of the Portfolio Appraisal, which shall not be later than thirty (30) days from the appointment of the Independent Appraiser. The Appraisers shall determine the Portfolio Value as of the effective date that is at least 120 days after of the Second Amendment Effective Date General Partner’s proposed Portfolio Appraisal by determining the fair market value of the assets to be appraised (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more other than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such datecash in Partnership accounts), such being the fairest price estimated in the terms of money which the Partnership could obtain if such assets were sold, for all cash, in the open market allowing a reasonable time to find a purchaser who purchases such assets with knowledge of the business of the Partnership and such assets. If the Appraisers are not able to agree upon a single Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal, each shall render its own Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal. Upon submission of the appraisals setting forth the opinions as to the Portfolio Value, if the highest value submitted by the Appraisers is not more than 105% of the lowest value submitted by the Appraisers, then the average of the values proposed by the Appraisers shall constitute the “Portfolio Value”; provided, that if the highest value submitted by the Appraisers is more than 105% of the lowest value submitted by the Appraisers, then the average of the two appraisals closest in value shall constitute the “Portfolio Value”. (v) If the GP Appraiser, the LP Appraiser and updates to includethe Independent Appraiser are appointed, without limitationthe General Partner shall pay for the services of the GP Appraiser, information required the QuadReal Limited Partner and/or the Sell-Down Transferee (if applicable) shall pay for the services of the LP Appraiser and the cost of the services of the Independent Appraiser shall be paid by any applicable Requirement of Lawthe Partners pro rata in accordance with their Percentage Interests. The Loan Parties costs of the services of the Partnership’s accountants, if applicable, shall be responsible paid by the Partnership. (vi) As used herein, “Appraised Value” of an asset or assets means, as the context so provides, the value of such asset(s) as determined by appraisal. For any Investment which has been acquired by the Partnership but has not yet been appraised by a Qualified Appraiser, the acquisition and development cost paid by the Partnership for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two Partnership’s interest in such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubtInvestment shall, for all purposes of any calculations hereunder or otherwisethis Agreement, any new Acceptable IP Appraisal shall not take effect be deemed to be its value established pursuant to this Section 6.3(e) until the delivery of the first Borrowing Base Certificate that such time as such Investment is delivered immediately after the delivery of such new Acceptable IP Appraisalappraised in accordance with this Section 6.3.

Appraisals. (a) Within 80 days of the Second Amendment Effective Date (or such later date agreed to by the Administrative Agent and the FILO Agent), the Loan Parties will Borrower shall provide the Administrative Agent with an Acceptable Inventory AppraisalAppraisals: (a) covering all real property interests (fee and leasehold) required to be included within the Borrower Collateral (other than the Acquisition Stock and the Survivor Stock): (i) on each two year anniversary of the Original Effective Date, effective as of March 31, 2023 (provided that if the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but Leverage Ratio for the avoidance of doubtFiscal Quarter immediately preceding (or ending on) such date is less than fifty percent (50%), no new inventory appraisal this requirement will be deferred on a Fiscal Quarter basis so long as such ratio is maintained, provided further that, unless otherwise agreed by the Required Lenders, any such deferrals shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but for no more than once during each successive six-month period 24 months, so that in any event an Appraisal will be required no later than four years after the delivery of date the Initial Post-Closing last previous Appraisal after the Second Amendment Effective Date; provided, that there shall only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Datewas required; and (ii) as may be required in connection with Pari Passu Loans as provided herein; and (b) covering all real property interests (fee and leasehold) required to be included within the maximum number permitted Xxxxxxx Collateral (other than the Xxxxxxx Securities Collateral): (i) on the date which is 182 days after the Merger Consummation Date with respect to the WLR Chicken Assets, (ii) on the date which is 548 days after the Merger Consummation Date with respect to the WLR Turkey Assets, (iii) on each two year anniversary of the Closing Date, provided that if the Leverage Ratio for the Fiscal Quarter immediately preceding (or ending on) such date is less than fifty percent (50%), this requirement will be deferred on a Fiscal Quarter basis so long as such ratio is maintained, provided further that, unless otherwise agreed by this clause (a). In the event the FILO Agent conducts Required Lenders, any such Acceptable Inventory Appraisals pursuant to the terms hereofdeferrals shall be for no more than 24 months, the Administrative Agent and the Borrowers shall promptly (but so that in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Base. (b) At any time that the FILO Agent reasonably requests an Appraisal will be required no later than four years after the date that is at least 120 days after the Second Amendment Effective Date last previous Appraisal was required; and (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals iv) as may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party required in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP AppraisalPari Passu Loans as provided herein.

Appraisals. (ai) Within 80 days The General Partner shall cause a nationally recognized MAI appraiser with experience in appraising the value of real estate having a similar character to and in a similar geographic location as the Investments (a “Qualified Appraiser”) to value (A) each Development Investment and Value-Add Investment within the calendar year following the date of Stabilization of each such Development Investment and Value-Add Investment and annually thereafter and (B) each Core Investment within the calendar year following the date of the Second Amendment Effective Date acquisition of each such Core Investment and annually thereafter, in each case at the expense of the Partnership. The General Partner shall direct the appointed Qualified Appraiser to finalize each such appraisal no later than two (or 2) weeks prior to the end of the calendar year in which such later date agreed to by the Administrative Agent and the FILO Agent), the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective as of March 31, 2023 appraisal is being conducted (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing AppraisalAppraisal Date), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery and to reflect an effective date of the Initial Post-Closing Appraisal after the Second Amendment Effective Datesuch valuation as of December 31 of such calendar year; provided, that there the General Partner shall only be two Inventory appraisals required have no liability with respect to the failure of such Qualified Appraiser to finalize any such appraisal by the Appraisal Date. The General Partner shall deliver to the BCIMC Limited Partner any appraisal commissioned pursuant to this Section 6.3(e)(i) upon the written request of the BCIMC Limited Partner. (ii) In addition, no more than 180 days prior to the first anniversary Calculation Date, the General Partner shall value the entire Portfolio (the “Portfolio Appraisal”) by either (A) aggregating the values of the Second Amendment Effective Date last annual appraisals commissioned pursuant to Section 6.3(e)(i) or (inclusive B) commissioning a Qualified Appraiser to value the entire Portfolio (by aggregating the value of each Investment) and, in either case, subject to clause (iii) below, such Portfolio Appraisal shall be binding on the Partnership and the Partners absent manifest error or fraud. The Portfolio Appraisal performed pursuant to this Section 6.3(e)(ii) shall be deemed to have been performed by the “GP Appraiser”. The Portfolio Appraisal shall be used to determine the Appraised Value of the Initial Post-Closing Appraisal). Such appraisals and updates to includePortfolio (including, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary Carried Interest Distribution) in accordance with Section 5.3. (iii) Within ten (10) Business Days following the receipt of the Second Amendment Effective DatePortfolio Appraisal, the Loan Parties BCIMC Limited Partner shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date provide written notice (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(aAppraisal Notice”) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted General Partner electing to (x) while an Event of Default has occurred and is continuing agree to the Portfolio Appraisal or (y) at reject the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a)Portfolio Appraisal. In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to BCIMC Limited Partner rejects the terms hereofPortfolio Appraisal, the Administrative Agent BCIMC Limited Partner shall select, approve and appoint a Qualified Appraiser to value the Borrowers shall promptly entire Portfolio (but in any event by aggregating the value of each Investment) as of the effective date of the General Partner’s proposed Portfolio Appraisal (the “LP Appraiser”) within two five (25) Business Days of following the General Partner’s receipt of the results Appraisal Notice (the “LP Appraiser Appointment Period”) by providing notice to the General Partner of such appraisal from appointment (the FILO Agent“LP Appraiser Notice”). If the BCIMC Limited Partner fails to appoint the LP Appraiser within the LP Appraiser Appointment Period, the Portfolio Appraisal shall be conclusive on the Partners. If both the GP Appraiser and the LP Appraiser are appointed, then the GP Appraiser and the LP Appraiser shall thereafter appoint a third (3rd) implement Qualified Appraiser (the Net Orderly Liquidation Value set forth in such appraisal “Independent Appraiser” and, together with the GP Appraiser and the LP Appraiser, collectively, the “Appraisers”) and give notice thereof to the calculation Partners within ten (10) days following the General Partner’s receipt of the Revolving Borrowing Base LP Appraiser Notice (the “Independent Appraiser Appointment Period”). If the GP Appraiser and the FILO Borrowing BaseLP Appraiser fail to appoint the Independent Appraiser within the Independent Appraiser Appointment Period, any Partner may petition a court of competent jurisdiction to appoint the Independent Appraiser. (biv) At any Each of the Appraisers shall promptly fix a time that for the FILO Agent reasonably requests after completion of the Portfolio Appraisal, which shall not be later than thirty (30) days from the appointment of the Independent Appraiser. The Appraisers shall determine the Portfolio Value as of the effective date that is at least 120 days after of the Second Amendment Effective Date General Partner’s proposed Portfolio Appraisal by determining the fair market value of the assets to be appraised (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more other than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such datecash in Partnership accounts), such being the fairest price estimated in the terms of money which the Partnership could obtain if such assets were sold, for all cash, in the open market allowing a reasonable time to find a purchaser who purchases such assets with knowledge of the business of the Partnership and such assets. If the Appraisers are not able to agree upon a single Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal, each shall render its own Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal. Upon submission of the appraisals setting forth the opinions as to the Portfolio Value, if the highest value submitted by the Appraisers is not more than 105% of the lowest value submitted by the Appraisers, then the average of the values proposed by the Appraisers shall constitute the “Portfolio Value”; provided, that if the highest value submitted by the Appraisers is more than 105% of the lowest value submitted by the Appraisers, then the average of the two appraisals closest in value shall constitute the “Portfolio Value”. (v) If the GP Appraiser, the LP Appraiser and updates to includethe Independent Appraiser are appointed, without limitationthe General Partner shall pay for the services of the GP Appraiser, information required the BCIMC Limited Partner and/or the Sell-Down Transferee (if applicable) shall pay for the services of the LP Appraiser and the cost of the services of the Independent Appraiser shall be paid by any applicable Requirement of Lawthe Partners pro rata in accordance with their Percentage Interests. The Loan Parties costs of the services of the Partnership’s accountants, if applicable, shall be responsible paid by the Partnership. (vi) As used herein, “Appraised Value” of an asset or assets means, as the context so provides, the value of such asset(s) as determined by appraisal. For any Investment which has been acquired by the Partnership but has not yet been appraised by a Qualified Appraiser, the acquisition and development cost paid by the Partnership for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two Partnership’s interest in such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubtInvestment shall, for all purposes of any calculations hereunder or otherwisethis Agreement, any new Acceptable IP Appraisal shall not take effect be deemed to be its value established pursuant to this Section 6.3(e) until the delivery of the first Borrowing Base Certificate that such time as such Investment is delivered immediately after the delivery of such new Acceptable IP Appraisalappraised in accordance with this Section 6.3.

Appraisals. Agent may in its Permitted Discretion (a) Within 80 days and shall at the written direction of Required Lenders but only to the Second Amendment Effective Date (or such later date agreed extent Borrowers are obligated to by reimburse Agent pursuant to the Administrative Agent and the FILO Agentterms of this Section 4.7), the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective as of March 31, 2023 (the “Initial Post-Closing Appraisal”). At at any time that after the Administrative Agent reasonably requests (but Closing Date and from time to time, engage the services of an Approved Appraiser, for the avoidance purpose of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Dateappraising Credit Parties' assets; provided, that there so long as no Event of Default shall only be two Inventory appraisals required prior to the first anniversary have occurred during a calendar year, Agent shall not conduct more than one (1) appraisal of the Second Amendment Effective Date Equipment (inclusive including Fleet Assets) in such calendar year (increasing to two (2) appraisals of the Initial Post-Closing Appraisal). Such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date Equipment (for including Fleet Assets) in a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense calendar year if at any time after during such calendar year Undrawn Availability falls below the greater of is less than fifteen percent (i15.0%) $214,700,000 and (ii) 20% of the Line Cap Maximum Loan Amount for five (5) consecutive Business Days Days, except for appraisals conducted in connection with a proposed Permitted Acquisition (until such time as Availability is equal to whether or greater than not consummated). Absent the greater occurrence and continuance of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuingat such time, and Agent shall consult with Borrowing Agent as to the Loan Parties shall be responsible for the costs and expenses identity of any such appraisals conducted (x) while an Approved Appraiser. Borrowers shall reimburse Agent for the costs, expenses and charges incurred by Agent in respect of any appraisal; provided, that so long as no Event of Default has shall have occurred and is continuing or during a calendar year, Borrowers shall not be obligated to reimburse Agent for more than one (y1) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit appraisal of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right Equipment (including Fleet Assets) in such calendar year (increasing to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days appraisals of receipt Equipment (including Fleet Assets) in a calendar year if at any time during such calendar year Undrawn -109- Availability is less than fifteen percent (15.0%) of the results of such appraisal from the FILO AgentMaximum Loan Amount for five (5) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Base. (b) At any time that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent)consecutive Business Days, each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (except for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party proposed Permitted Acquisition (whether or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisalconsummated).

Appraisals. (a) Within 80 days of the Second Amendment Effective Date (or such later date agreed to by the Administrative Agent and the FILO Agent)may, the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisalin its Permitted Discretion, effective as of March 31exercised in a commercially reasonable manner, 2023 (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; provided, that there shall only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (inclusive of the Initial Post-Closing Appraisal). Such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater Closing Date, engage the services of (i) $214,700,000 an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ Inventory. Absent the occurrence and (ii) 20% continuance of an Event of Default at such time, Agent shall consult with Borrowers as to the identity of any such firm. All of the Line Cap fees and out-of-pocket costs and expense of any such firm (collectively, “appraisal amounts”) shall be paid for five consecutive Business Days when due, in full and without off-set, by Borrowers and Agent, in its Permitted Discretion, may conduct not less than one (until 1) such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days)appraisal in each calendar year; provided, further provided that, in calculating the “Revolving Borrowing Base” so long as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. For the avoidance of doubt, for purposes of any calculations hereunder no Default or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and Borrowers shall not be obligated to pay the Loan Parties shall be responsible for the costs costs, fees and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to more than one (1) such appraisals in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such consecutive twelve-month period; provided, further Borrowers shall be obligated to pay the costs, fees and expenses in connection with two (2) such appraisals in any consecutive twelve month period at the Loan Parties’ expense to the extent that a Springing Event has occurred due to an Excess Availability Trigger during such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-twelve month period after the Second Amendment Effective Date; and (ii) the maximum number permitted by this clause (a)period. In the event the FILO Agent conducts any such Acceptable Inventory Appraisals value of Borrowers’ Inventory, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the terms hereofRevolving Advances against Eligible In-Tank Inventory, the Administrative Agent Eligible In-Transit Inventory, Eligible On-Track Inventory, Eligible Stored Natural Gas Inventory, Eligible Commingled Ethanol Inventory and the Eligible Crude Oil Inventory are in fact in excess of such Advances permitted hereunder, then, promptly upon Agent’s written demand for same, Borrowers shall promptly (but in any event within two (2) Business Days of receipt make mandatory prepayments of the results of then outstanding Revolving Advances made against such appraisal from Eligible Inventory so as to eliminate the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Baseexcess Advances. (b) At any time that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisal.

Appraisals. On or around to February 28, 2023 (a) Within but not later than March 5, 2023Within 80 days of the Second Amendment Effective Date (or such later date agreed to by the Administrative Agent and the FILO Agent), the Loan Parties will provide the Administrative Agent with an Acceptable Inventory Appraisal, effective as of March DecemberMarch 31, 2023 20223 (the “Initial Post-Closing Appraisal”). At any time that the Administrative Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the delivery Firstdelivery of the Initial Post-Closing Appraisal after the Second Amendment Effective Date; provided, that there shall only be two Inventory appraisals required prior to the first anniversary of the Second Amendment Effective Date (for a total of two such Inventory appraisals during the first successive twelve-month period after the First Amendment Effective Date, inclusive of the Initial Post-Closing Appraisal), such. Such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. From and after the first anniversary of the Second FirstSecond Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the Second FirstSecond Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and expense at any time after Availability falls below the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive days); provided, further that, (I) in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if anyany and (II) upon the occurrence and during the continuance of any Audit Exception Period, each of the percentages set forth above shall be increased by two and one-half percentage points. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause (a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the Initial FirstInitial Post-Closing Appraisal after the Second Amendment Effective Date and no more frequently than the greater of (i) two times during each successive twelve-month period after the Second FirstSecond Amendment Effective Date (no more than one during each successive six-month period after the First Amendment Effective Date); and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Base. (b) At any time that the FILO Agent reasonably requests after the date that is at least 120 days after the Second Amendment Effective Date (or such later date agreed to by the FILO Agent), each Loan Party will provide the FILO Agent with Acceptable IP Appraisals but no more than once during each successive six-month period after such date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one Acceptable IP Appraisal during each successive six-month period after the Second Amendment Effective Date (for a total of two such Intellectual Property appraisals during each such successive twelve-month period); provided however that additional Acceptable IP Appraisals may be initiated at the Borrowers’ cost and expense at any time. Additionally, there shall be no limitation on the number or frequency of Acceptable IP Appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new FILO Borrowing Base assets hereto. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP Appraisal.