Common use of Appraisals Clause in Contracts

Appraisals. (a) (A) If Availability is less than the greater of (x) $125,000,000 or (y) 20% of the Line Cap, in each case, at any time during any Fiscal Year, no more than two (2) times during such Fiscal Year, or (B) otherwise, no more than one (1) time during such Fiscal Year, the Administrative Agent may, at the Borrowers’ expense, arrange for appraisals or updates thereof of all of the Inventory constituting finished goods from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis, reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies of the Lenders. In addition, if at any time prior to the Trademark Release Date, the Total Leverage Ratio, as of the last day of any Fiscal Year of the U.S. Borrower exceeds 4.25 to 1.0, the Administrative Agent shall have the right at the expense of the U.S. Loan Parties and at the Administrative Agent’s discretion, to arrange for an additional appraisal of the Eligible Trademark Collateral from an appraiser selected and engaged by the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation. Notwithstanding the foregoing, if (x) an amount in excess of $500.0 million of the U.S. Borrowing Base is outstanding under the Facility at any time and (y) the Trademark Release Date has not occurred as of such date, then the Administrative Agent shall (at the expense of the U.S. Loan Parties) arrange for one annual additional appraisal of the Eligible Trademark Collateral from an appraiser reasonably selected and engaged by the Administrative Agent, such appraisal and update to include, without limitation, information required by applicable law and regulation. (b) In addition to the appraisals provided for above, whenever a Default or Event of Default exists, the Administrative Agent may, at the U.S. Borrower’s expense and at the Administrative Agent’s discretion, arrange for additional appraisals or updates thereof of any or all of the Collateral from an appraiser, and prepared on a basis, reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies of the Lenders.

Appraisals. (a) (A) If Availability is less than At any time that the greater of (x) $125,000,000 or (y) 20% Administrative Agent requests, the Borrowers shall allow the Administrative Agent, at the expense of the Line CapBorrowers, to appraise their Inventory and, in the case of the U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof); provided, that each caseappraisal of Inventory and Borrowing Base Equipment shall be conducted by an appraiser reasonably satisfactory to the Administrative Agent and, at any time other than during any Fiscal Yearan Enhanced Collateral Monitoring Period or if a Default or Event of Default has occurred and is continuing, reasonably satisfactory to the Borrower Representative (it being understood that the persons engaged to conduct such appraisals prior to the Closing Date are satisfactory to the Borrower Representative). It is understood and agreed that, so long as no more than two (2) times during such Fiscal Year, Event of Default has occurred or (B) otherwise, no more than one (1) time during such Fiscal Yearis continuing, the Administrative Agent may, at and the Borrowers’ expense, arrange for Lenders shall only be permitted to conduct: (x) 2 such appraisals (or updates thereof of all updates) with respect to Inventory per calendar year (or 1 such appraisal per calendar upon the expiration of the Inventory constituting finished goods from Systems Update Period), (y) one such appraisal (or update) with respect to Borrowing Base Equipment per calendar year and (z) one such appraisal (or update) with respect to each parcel of Borrowing Base Real Property Collateral per a calendar year; provided, that in any calendar year during which an appraiser selected and engaged by Enhanced Collateral Monitoring Period has occurred or is continuing, the Administrative AgentAgent shall be entitled to conduct (x) 3 such appraisals (or updates) with respect to Inventory per calendar year (or 2 such appraisals per calendar year following the expiration of the Systems Update Period), (y) 2 such appraisals (or updates) with respect to Borrowing Base Equipment per calendar year, and (z) two such appraisals (or updates) with respect to each parcel of Borrowing Base Real Property Collateral per calendar year. For purposes of this Section 5.15, it is understood and agreed that a single appraisal may consist of examinations conducted at multiple relevant sites, both domestic and international, and involve one or more Borrowers and their assets. The appraisals shall be prepared on a basis, basis reasonably satisfactory to the Administrative Agent, and such appraisals and updates to shall include, without limitationamong other things, information required by applicable law and regulation and by the internal policies of the Lenders. In addition, if at any time prior to the Trademark Release Date, the Total Leverage Ratio, as of the last day of any Fiscal Year of the U.S. Borrower exceeds 4.25 to 1.0, the Administrative Agent shall have the right at the expense of the U.S. Loan Parties and at the Administrative Agent’s discretion, to arrange for an additional appraisal of the Eligible Trademark Collateral from an appraiser selected and engaged by the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation. Notwithstanding the foregoing, if (x) an amount in excess of $500.0 million of the U.S. Borrowing Base is outstanding under the Facility at any time and (y) the Trademark Release Date has not occurred as of such date, then the Administrative Agent shall (at the expense of the U.S. Loan Parties) arrange for one annual additional appraisal of the Eligible Trademark Collateral from an appraiser reasonably selected and engaged by the Administrative Agent, such appraisal and update to include, without limitation, information required by applicable law and regulationregulations. (b) In addition to the appraisals provided for above, whenever a Default or Event of Default exists, the Administrative Agent may, at the U.S. Borrower’s expense and at the Administrative Agent’s discretion, arrange for additional appraisals or updates thereof of any or all of the Collateral from an appraiser, and prepared on a basis, reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies of the Lenders.

Appraisals. The Appraised Value of the Properties shall be determined or redetermined, as applicable, under each of the following circumstances: (a) (A) If Availability is less than Administrative Agent will determine the greater of (x) $125,000,000 or (y) 20% Appraised Value of the Line CapProperties on or before the Effective Date, and, with respect to a property that is not a Property as of the Effective Date, as a condition to such Property becoming a Property hereunder, as contemplated by Section 3.4 below; (b) At Administrative Agent’s election, Administrative Agent will determine the Appraised Value of the Properties in each caseconnection with, at and prior to, the extension of the Maturity Date to the First Extended Maturity Date and/or the Second Extended Maturity Date; (c) At Administrative Agent’s election, but solely to the extent Loan-to-Value Percentage is being determined in connection with Section 2.10(a)(iv) above, Administrative Agent will determine the Appraised Value of the Properties in connection with, and prior to, a Property Release; (d) At any time during and from time to time, upon five (5) Business Days’ prior written notice to Borrowers, Administrative Agent may redetermine the Appraised Value of the affected Properties (i.e., affected by the events set forth below) in any Fiscal Yearof the following circumstances: (i) if a major casualty, no condemnation, contamination or violation of any Requirements of Law occurs, or is discovered to exist, with respect to one or more of the Properties, or if Administrative Agent reasonably believes that a Material Adverse Effect may have occurred; or (ii) if necessary in order to comply with Requirements of Law applicable to Administrative Agent or any of the Lenders. Administrative Agent shall notify Borrowers of any change in Appraised Value. Except as otherwise provided, the costs of any Appraisal commissioned pursuant to this Section 3.2 shall be paid by Borrowers; provided, however, that, with respect to Appraisals commissioned pursuant to subsection (a) and (c) above, (i) Borrower shall not be obligated to pay for the cost of an Appraisal of any Property more frequently than once in any six (6) month period and (ii) Borrower shall only be required to pay for two (2) times during such Fiscal YearAppraisals on any Property in any twelve (12) month period for a maximum of three (3) Properties. Notwithstanding anything to the contrary contained in this Section 3.2, or (B) otherwise, no more than one (1) time during such Fiscal Year, the Administrative Agent may, at the Borrowers’ expense, arrange for appraisals may reappraise one or updates thereof of all more of the Inventory constituting finished goods from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis, reasonably satisfactory to the Administrative Agent, such appraisals and updates to includeProperties at any time, without limitation, information required by applicable law at its sole cost and regulation and by the internal policies of the Lenders. In addition, if at any time prior to the Trademark Release Date, the Total Leverage Ratio, as of the last day of any Fiscal Year of the U.S. Borrower exceeds 4.25 to 1.0, the Administrative Agent shall have the right at the expense of the U.S. Loan Parties and at the Administrative Agent’s discretion, to arrange for an additional appraisal of the Eligible Trademark Collateral from an appraiser selected and engaged by the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation. Notwithstanding the foregoing, if (x) an amount in excess of $500.0 million of the U.S. Borrowing Base is outstanding under the Facility at any time and (y) the Trademark Release Date has not occurred as of such date, then the Administrative Agent shall (at the expense of the U.S. Loan Parties) arrange for one annual additional appraisal of the Eligible Trademark Collateral from an appraiser reasonably selected and engaged by the Administrative Agent, such appraisal and update to include, without limitation, information required by applicable law and regulationexpense. (b) In addition to the appraisals provided for above, whenever a Default or Event of Default exists, the Administrative Agent may, at the U.S. Borrower’s expense and at the Administrative Agent’s discretion, arrange for additional appraisals or updates thereof of any or all of the Collateral from an appraiser, and prepared on a basis, reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies of the Lenders.

Appraisals. (a) (A) If Availability is less than the greater of (x) $125,000,000 or (y) 20% of the Line Cap, in each case, at any time during any Fiscal Year, no more than two (2) times during such Fiscal Year, or (B) otherwise, no more than one (1) time during such Fiscal Year, the Administrative Agent may, at the Borrowers’ expense, arrange for appraisals or updates thereof of all of the Inventory constituting finished goods from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis, reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies of the Lenders. In addition, if at any time prior to the Trademark Release Date, Date the Total Leverage Ratio, as of the last day of (i) the U.S. Borrower’s Fiscal Year 2012 exceeds 4.50 to 1.0 or (ii) any subsequent Fiscal Year of the U.S. Borrower exceeds 4.25 to 1.0, the Administrative Agent shall have the right at the expense of the U.S. Loan Parties and at the Administrative Agent’s discretion, to arrange for an additional appraisal of the Eligible Trademark Collateral from an appraiser selected and engaged by the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation. Notwithstanding the foregoing, if (x) an amount in excess of $500.0 million of the U.S. Borrowing Base is outstanding under the Facility at any time and (y) the Trademark Release Date has not occurred as of such date, then the Administrative Agent shall (at the expense of the U.S. Loan Parties) arrange for one annual additional appraisal of the Eligible Trademark Collateral from an appraiser reasonably selected and engaged by the Administrative Agent, such appraisal and update to include, without limitation, information required by applicable law and regulation. (b) In addition to the appraisals provided for above, whenever a Default or Event of Default exists, the Administrative Agent may, at the U.S. Borrower’s expense and at the Administrative Agent’s discretion, arrange for additional appraisals or updates thereof of any or all of the Collateral from an appraiser, and prepared on a basis, reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies of the Lenders.

Appraisals. (a) (A) If Availability is less Whenever an Event of Default exists, and at such other times not more frequently than once per year, the greater of (x) $125,000,000 or (y) 20% of the Line Cap, in each caseLoan Parties shall, at any time during any Fiscal Yeartheir expense and upon the Agents’ request, no more than two (2) times during such Fiscal Year, or (B) otherwise, no more than one (1) time during such Fiscal Year, provide the Administrative Collateral Agent may, at the Borrowers’ expense, arrange for with appraisals or updates thereof of any or all of the Inventory constituting finished goods Collateral from an appraiser one or more Acceptable Appraisers (as selected and engaged by the Administrative AgentMetals USA), and prepared in a form and on a basis, basis reasonably satisfactory to the Administrative AgentAgents, such appraisals and updates to include, without limitation, information required by applicable law and regulation Requirements of Law and by the internal policies of the Lenders. In addition; provided that the Agents may request, if at any time prior to and the Trademark Release DateLoan Parties shall provide, the Total Leverage Ratio, as of the last day of any Fiscal Year of the U.S. Borrower exceeds 4.25 to 1.0, the Administrative Agent shall have the right at the expense of the U.S. Loan Parties, during any time that the Availability is less than the Minimum Level 2 Availability, a second such appraisal or update during any year. In addition, the Loan Parties and shall have the right (but not the obligation), at the Administrative Agent’s discretiontheir expense, to arrange for an additional appraisal of the Eligible Trademark Collateral from an appraiser selected and engaged by the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation. Notwithstanding the foregoing, if (x) an amount in excess of $500.0 million of the U.S. Borrowing Base is outstanding under the Facility at any time and from time to time (ybut not more than once per year) to provide the Trademark Release Date has not occurred as of such date, then the Administrative Agent shall (at the expense of the U.S. Loan Parties) arrange for one annual additional appraisal of the Eligible Trademark Collateral from an appraiser reasonably selected and engaged by the Administrative Agent, such appraisal and update to include, without limitation, information required by applicable law and regulation. (b) In addition to the appraisals provided for above, whenever a Default or Event of Default exists, the Administrative Agent may, at the U.S. Borrower’s expense and at the Administrative Agent’s discretion, arrange for Agents with additional appraisals or updates thereof of any or all of the Collateral from an appraiserone or more Acceptable Appraisers (as selected by Metals USA), and prepared in a form and on a basis, basis reasonably satisfactory to the Administrative AgentAgents, in which case such appraisals or updates shall be used in connection with the determination of the Orderly Liquidation Value and updates to include, without limitation, information required by applicable law and regulation and the calculation of the Borrowing Base hereunder. In connection with any appraisal requested by the internal policies Agents pursuant to this Section 6.5, the Loan Parties shall be given twenty (20) days following such request by the Agents to choose and engage the Acceptable Appraiser prior to the commencement of such appraisal. With respect to each appraisal made pursuant to this Section 6.5 after the Closing Date, (i) the Agents and the Loan Parties shall each be given a reasonable amount of time to review and comment on a draft form of the Lendersappraisal prior to its finalization and (ii) any adjustments to the Orderly Liquidation Value or the Borrowing Base hereunder as a result of such appraisal shall become effective twenty (20) days following the finalization of such appraisal.

Appraisals. (a) (A) If Availability is less than Prior to classifying any Project as an Eligible Project, the greater Agent will cause, at Borrower's expense, an Appraisal to be made of (x) $125,000,000 or (y) 20% such Project for use in determining the Appraised Value thereof. From time to time an Eligible Project may be reappraised, at Borrower's option and expense, upon notice by Borrower to Agent of the Line Capits exercise of its option to reappraise a Project, in each case, at any time during any Fiscal Year, no more than two (2) times during such Fiscal Year, or (B) otherwise, no more than one (1) time during such Fiscal Year, the Administrative Agent may, at the Borrowers’ expense, arrange for appraisals or updates thereof of all of the Inventory constituting finished goods from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis, reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies of the Lenders. In addition, if at any time prior to the Trademark Release Date, the Total Leverage Ratio, as of the last day of any Fiscal Year of the U.S. Borrower exceeds 4.25 to 1.0, the Administrative which event Agent shall have cause such Appraisal or Appraisals to be made. Agent shall disclose the right at the expense of the U.S. Loan Parties and at the Administrative Agent’s discretion, to arrange for an additional appraisal of the Eligible Trademark Collateral from an appraiser selected and engaged by the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation. Notwithstanding the foregoing, if (x) an amount in excess of $500.0 million of the U.S. Borrowing Base is outstanding under the Facility at any time and (y) the Trademark Release Date has not occurred as results of such date, then the Administrative Agent shall (at the expense Appraisal to Borrower after acceptance of the U.S. Loan Parties) arrange for one annual additional appraisal of the Eligible Trademark Collateral from an appraiser reasonably selected and engaged such Appraisal by the Administrative Agent, such appraisal and update to include, without limitation, information required by applicable law and regulation. (b) In addition addition, no later than June 28, 1998, upon five (5) Business Days prior written notice to Borrower, Agent shall, at Borrower's expense, cause an Appraisal of all of the appraisals provided for aboveEligible Projects to be performed, whenever a Default or Event of Default existsto redetermine the Appraised Value thereof. (c) In addition, the Administrative at any time and from time to time (but no more often than once per year as to each Eligible Project), upon five (5) Business Days prior written notice to Borrower, Agent may, at the U.S. Borrower’s expense and at the Administrative Agent’s discretionLenders' expense, arrange for additional appraisals or updates thereof cause an Appraisal of any or all Eligible Projects to be prepared, to redetermine the Appraised Value thereof. (d) In addition, at any time and from time to time, upon five (5) Business Days prior written notice to Borrower, Agent may, at Borrower's expense, redetermine the Appraised Value of the Collateral from an appraiserany Eligible Project if (i) in Agent's reasonable judgment a material adverse change has occurred with respect to such Eligible Project, and prepared on a basis, reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, including without limitation, information required by an anchor or tenant under a Major Lease in an Eligible Project closes or vacates its premises and no commercially reasonably replacement is obtained, or a (ii) major casualty or condemnation has occurred with respect to such Eligible Project, or (iii) reasonably necessary or advisable in order to comply with Legal Requirements applicable law and regulation and by the internal policies of the Lendersto Agent or any Lender.

Appraisals. (a) The Borrowers will permit the Administrative Agent (Aincluding, without limitation, the Administrative Agent’s employees, agents and designated representatives) If and, if reasonably requested by any Lender, each such Lender (at each such Lender’s expense and only in connection with an examination or appraisal by the Administrative Agent) to conduct, and will reimburse the Administrative Agent for all charges, costs and expenses of the Administrative Agent in connection with (i) examinations of any Loan Party’s books and records or any other financial or Collateral matters as Agent deems appropriate; and (ii) appraisals of Inventory, provided, that the Borrowers shall not be obligated to pay the charges, costs and expenses of the Administrative Agent in connection with more than one examination and one appraisal during any calendar year; provided, however, that (x) if an additional examination or appraisal is initiated at any time that Excess Availability is less than under the U.S Revolver Facility falls below the greater of 20.0% of the Line Cap and $40,000,000 for any period of five days during any twelve (x12) $125,000,000 month period, all charges, costs and expenses relating thereto shall be reimbursed by the Borrowers without regard to such limits up to one time per Loan Year or (y) 20% of the Line Cap, in each case, additional examinations or appraisals may be initiated at any time during any Fiscal Yeara Default or Event of Default and all charges, no more than two (2) times during costs and expenses relating thereto shall be reimbursed by Borrowers without regard to such Fiscal Year, or (B) otherwise, no more than one (1) time during such Fiscal Year, the Administrative Agent may, at the Borrowers’ expense, arrange for appraisals or updates thereof of all of the Inventory constituting finished goods from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis, reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies of the Lenders. In addition, if at any time prior to the Trademark Release Date, the Total Leverage Ratio, as of the last day of any Fiscal Year of the U.S. Borrower exceeds 4.25 to 1.0, the Administrative Agent shall have the right at the expense of the U.S. Loan Parties and at the Administrative Agent’s discretion, to arrange for an additional appraisal of the Eligible Trademark Collateral from an appraiser selected and engaged by the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation. Notwithstanding the foregoing, if (x) an amount in excess of $500.0 million of the U.S. Borrowing Base is outstanding under the Facility at any time and (y) the Trademark Release Date has not occurred as of such date, then the Administrative Agent shall (at the expense of the U.S. Loan Parties) arrange for one annual additional appraisal of the Eligible Trademark Collateral from an appraiser reasonably selected and engaged by the Administrative Agent, such appraisal and update to include, without limitation, information required by applicable law and regulationlimits. (b) In addition to the appraisals provided for aboveaddition, whenever a so long as no Default or Event of Default existshas occurred and is continuing and the Loan Parties would be in compliance with Section 8.11 on a Pro Forma Basis, the Borrower may request that the Administrative Agent may(including, at the U.S. Borrower’s expense and at without limitation, the Administrative Agent’s discretionemployees, arrange agents and designated representatives) conduct, and will reimburse the Administrative Agent for additional appraisals or updates thereof all charges, costs and expenses of the Administrative Agent in connection with, an updated appraisal of Equipment constituting Eligible Machinery and Equipment; provided, that only one such request may be made prior to the Maturity Date. If such Equipment appraisal, together with customary due diligence delivered by the Borrowers to the Administrative Agent in connection with such appraisal, shall be acceptable to the Administrative Agent in its Reasonable Discretion, then the M&E Sublimit may be updated to reflect the results of such appraisal and thereafter shall amortize quarterly on a seven-year straight-line basis. Borrowers agree to pay Agent’s then standard charges for examination activities, including charges for the Administrative Agent’s internal examination and appraisal groups, as well as the charges of any third party used for such purposes. (c) No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or all otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be included in the Collateral from an appraiser, and prepared on a basis, reasonably limits provided above) satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies of the Lenders.

Appraisals. (a) (A) If Availability is less than the greater of (x) $125,000,000 or (y) 20% of the Line Cap, in each case, at any time during any Fiscal Year, no more than two (2) times during such Fiscal Year, or (B) otherwise, no more than one (1) time during such Fiscal Year, the Administrative Agent may, at the Borrowers’ expense, arrange for appraisals or updates thereof of all of the Inventory constituting finished goods from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis, reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies of the Lenders. In addition, if at any time prior to the Trademark Release Date, the Total Leverage Ratio, as of the last day of any Fiscal Year of the U.S. Borrower exceeds 4.25 to 1.0, The Borrowers agree that the Administrative Agent shall have the right at right, once prior to the expense Maturity Date (but to the extent no Default or Event of Default has occurred and is continuing, not during the U.S. Loan Parties and at six (6) month period immediately prior to the Administrative Agent’s discretionMaturity Date), to arrange for an additional appraisal of request new or updated appraisals with respect to the Eligible Trademark Collateral from an appraiser selected and engaged by the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation. Notwithstanding the foregoing, if (x) an amount in excess of $500.0 million of the U.S. Borrowing Base is outstanding under the Facility at any time and (y) the Trademark Release Date has not occurred as of such dateAssets, then that the Administrative Agent shall (at engage all appraisers with respect to such appraisals and that the expense Borrowers shall pay or reimburse to the Administrative Agent one-half of all reasonable and documented costs and expenses associated therewith to the extent required by and subject to the provisions of Section 10.04 hereof. Administrative Agent shall have the right to adjust the Collateral Values of the U.S. Loan Parties) arrange for one annual additional appraisal Projects based on the then current as-is fair market value of the Eligible Trademark Collateral from an appraiser reasonably selected and engaged by the Administrative Agent, Projects stated in such appraisal and update to include, without limitation, information required by applicable law and regulationupdated appraisals. (b) In addition From time to time, any Lender may request Borrowers to furnish to Administrative Agent appraisal reports or updates to appraisals (as directed by Administrative Agent) in form and substance and from appraisers reasonably satisfactory to Administrative Agent stating the appraisals provided then current fair market value of each Project within thirty (30) days following the request therefor from Administrative Agent; provided, however, that Borrowers shall not be required to pay for aboveany such appraisal more frequently than once during the term of the Loan, whenever unless a Potential Default or Event of Default exists. (c) From time to time, Borrowers shall have the right to provide to Administrative Agent may, at the U.S. Borrower’s expense and at the Administrative Agent’s discretion, arrange for additional appraisals appraisal reports or updates thereof of any or all of the Collateral to appraisals in form and substance and from an appraiser, and prepared on a basis, appraisers reasonably satisfactory to Administrative Agent stating the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies then current as-is fair market value of one or more of the LendersProjects for the purposes of establishing an updated Collateral Value for such Project, provided that such right may be exercised only one time with respect to any Project during the term of the Loan. Borrowers shall bear the full cost of any such appraisal or updated appraisal.

Appraisals. (a) (A) If Availability is less than the greater of (x) $125,000,000 or (y) 20% of the Line Cap, in each case, at any time during any Fiscal Year, no more than two (2) times during such Fiscal Year, or (B) otherwise, no more than one (1) time during such Fiscal Year, the Administrative Agent may, at the Borrowers’ expense, arrange for appraisals or updates thereof of all of the Inventory constituting finished goods from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis, basis reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies of the Lenders. In addition, if at any time prior to the Trademark Release Date, the Total Leverage Ratio, Ratio as of the last day of any Fiscal Year of the U.S. Borrower exceeds 4.25 to 1.0, the Administrative Agent shall have the right at the expense of the U.S. Loan Parties and at the Administrative Agent’s discretion, to arrange for an additional appraisal of the Eligible Trademark Collateral from an appraiser selected and engaged by the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation. Notwithstanding the foregoing, if (x) an amount in excess of $500.0 million millionthe sum of the U.S. Borrowing Base is outstanding under theRevolving Exposure, the U.S. Borrower Multicurrency Facility Outstandings and the Canadian Borrower Shared Outstandings at any time exceeds $500.0 million and (y) the Trademark Release Date has not occurred as of such date, then the Administrative Agent shall (at the expense of the U.S. Loan Parties) arrange for one annual additional appraisal of the Eligible Trademark Collateral from an appraiser reasonably selected and engaged by the Administrative Agent, such appraisal and update to include, without limitation, information required by applicable law and regulation. (b) In addition to the appraisals provided for above, whenever a Default or Event of Default exists, the Administrative Agent may, at the U.S. Borrower’s expense and at the Administrative Agent’s discretion, arrange for additional appraisals or updates thereof of any or all of the Collateral from an appraiser, and prepared on a basis, reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies of the Lenders.

Appraisals. (a) (A) If Availability is less than the greater of (x) $125,000,000 or (y) 20% of the Line Cap, in each case, at At any time during any Fiscal Year, no more than two (2) times during such Fiscal Year, or (B) otherwise, no more than one (1) time during such Fiscal Year, that the Administrative Agent mayrequests in its Permitted Discretion, at the Borrowers’ expense, arrange for Borrowers will provide the Administrative Agent with appraisals or updates thereof of all their Inventory and following the Discharge of Existing Term Loan Obligations and compliance by the Inventory constituting finished goods from Company with the applicable requirements of Section 4.03, Equipment (to the extent owned by a Loan Party that is eligible to have its Equipment included in any Borrowing Base at such time) and Eligible Real Estate; provided, however, that such appraisal shall be conducted by an appraiser satisfactory to the Administrative Agent and, except with respect to Eligible Real Estate or during a Level 1 Minimum Availability Period, reasonably satisfactory to the Borrower (it being understood that, with respect to Eligible Real Estate the appraiser shall be selected and engaged by the Administrative Agent), and and, in each case, the appraisals shall be prepared on a basis, basis reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies of the Lenders. In additionregulations; provided, if at any time prior to the Trademark Release Datehowever, the Total Leverage Ratio, as of the last day of any Fiscal Year of the U.S. Borrower exceeds 4.25 to 1.0, the Administrative Agent only one such appraisal per calendar year shall have the right be at the sole expense of the U.S. Loan Parties and Parties; provided further, however, (a) two such appraisals per calendar year for any such class of assets shall be at the Administrative Agent’s discretion, to arrange for an additional appraisal of the Eligible Trademark Collateral from an appraiser selected and engaged by the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation. Notwithstanding the foregoing, if (x) an amount in excess of $500.0 million of the U.S. Borrowing Base is outstanding under the Facility at any time and (y) the Trademark Release Date has not occurred as of such date, then the Administrative Agent shall (at the sole expense of the U.S. Loan PartiesParties if a Level 2 Minimum Availability Period, solely with respect to clause (a) arrange of such defined term, has been in effect for one annual additional appraisal a period of the Eligible Trademark Collateral from an appraiser reasonably selected at least ten consecutive Business Days during such calendar year and engaged by the Administrative Agent, such appraisal and update to include, without limitation, information required by applicable law and regulation. (b) In addition to the appraisals provided for above, whenever a Default or if an Event of Default exists, has occurred during any calendar year there shall be no limitation as to number and frequency of such appraisals during such calendar year that shall be at the Administrative Agent maysole expense of the Loan Parties. The Borrowers also shall, at the U.S. Borrower’s sole expense and at of the Administrative Agent’s discretionLoan Parties, arrange for additional appraisals or updates thereof provide one appraisal per calendar year of any or all Eligible Real Estate during a period when a Level 2 Minimum Availability Period has been in effect for a period of the Collateral from an appraiserat least five consecutive Business Days during such calendar year, and prepared on a basis, which appraisal shall be reasonably satisfactory to the Administrative AgentAgent in its sole discretion. For purposes of this Section 5.10, such appraisals it is understood and updates to includeagreed that a single appraisal may consist of examinations conducted at multiple relevant sites, without limitationboth domestic and international, information required by applicable law and regulation involve one or more relevant Loan Parties and by the internal policies their assets. The Administrative Agent will conduct not less than one appraisal per calendar year of the LendersInventory and Equipment of the Loan Parties included in any Borrowing Base.

Appraisals. (a) (A) If Availability is less than the greater of (x) $125,000,000 or (y) 20% of the Line Cap, in each case, at At any time during any Fiscal Year, no more than two (2) times during such Fiscal Year, or (B) otherwise, no more than one (1) time during such Fiscal Year, that the Administrative Agent mayrequests, at the Borrowers’ expense, arrange for Loan Parties will provide the Administrative Agent with appraisals or updates thereof of all of their Inventory, Equipment and, if included in the Inventory constituting finished goods Borrowing Base, real property from an appraiser appraisers selected and engaged by the Administrative Agent, and prepared on a basis, reasonably basis satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation regulations; provided, however, that so long as no Event of Default has occurred and by is continuing, (i) the internal policies Borrower shall only be required to reimburse the Administrative Agent in accordance with Section 9.03 for the cost of (a) one Inventory appraisal in any fiscal year and (b) one additional Inventory appraisal in any such fiscal year in the Lendersevent the average daily Cash Availability Amount is less than or equal to $100,000,000 for any calendar month during such fiscal year and (ii) the Borrower shall only be required to reimburse the Administrative Agent in accordance with Section 9.03 for the cost of one set of such Equipment and real property appraisals in any fiscal year and only in the event that the average daily Cash Availability Amount is less than or equal to $150,000,000 for any calendar month during such fiscal year. In additionNotwithstanding the foregoing, if at any time prior to the Trademark Release Date, the Total Leverage Ratio, as first anniversary of the last day of any Fiscal Year of the U.S. Borrower exceeds 4.25 to 1.0Effective Date, the Administrative Agent shall have not request appraisals of any Inventory or Equipment or any real estate included in the right at the expense of the U.S. Loan Parties and at the Administrative Agent’s discretion, to arrange for an additional appraisal of the Eligible Trademark Collateral from an appraiser selected and engaged by the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation. Notwithstanding the foregoing, if (x) an amount in excess of $500.0 million of the U.S. Borrowing Base for the purpose of redetermining the value thereof unless an Event of Default has occurred and is outstanding under the Facility at any time and (y) the Trademark Release Date has not occurred as of such datecontinuing. Thereafter, then the Administrative Agent shall not request appraisals of Equipment and real estate included in the Borrowing Base for the purpose of redetermining the values thereof unless (at the expense of the U.S. Loan Partiesi) arrange for one annual additional appraisal of the Eligible Trademark Collateral from an appraiser reasonably selected and engaged by the Administrative Agent, such appraisal and update to include, without limitation, information required by applicable law and regulation. (b) In addition to the appraisals provided for above, whenever a Default or Event of Default existshas occurred and is continuing or (ii) the average daily Cash Availability Amount is less than $150,000,000 for any calendar month, in which event the Administrative Agent may, at the U.S. Borrower’s expense and at the Administrative Agent’s discretion, arrange for additional appraisals or updates thereof of any or all of the Collateral from an appraiser, and prepared on a basis, reasonably satisfactory to the Administrative Agent, may request such appraisals for the purpose of redetermining the values of Equipment and updates to include, without limitation, information required by applicable law and regulation and by real estate included in the internal policies of the LendersBorrowing Base.

Appraisals. (a) (A) If Availability is less than the greater of (x) $125,000,000 or (y) 20% of the Line Cap, in each case, at any time during any Fiscal Year, no more than two (2) times during such Fiscal Year, or (B) otherwise, no more than one (1) time during such Fiscal Year, the Administrative Agent may, at the Borrowers’ expense, arrange for appraisals or updates thereof of all of the Inventory constituting finished goods from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis, reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies of the Lenders. In addition, if at any time prior to the Trademark Release Date, the Total Leverage Ratio, as of the last day of any Fiscal Year of the U.S. Borrower exceeds 4.25 to 1.0, the Administrative Agent shall have the right at the expense of the U.S. Loan Parties and at the Administrative Agent’s discretion, to arrange for an additional appraisal of the Eligible Trademark Collateral from an appraiser selected and engaged by the Administrative AgentAgent (provided that the Administrative Agent shall not have the right to request an additional appraisal for the U.S. Borrower’s Fiscal Year 2014), such appraisals and updates to include, without limitation, information required by applicable law and regulation. Notwithstanding the foregoing, if (x) an amount in excess of $500.0 million of the U.S. Borrowing Base is outstanding under the Facility at any time and (y) the Trademark Release Date has not occurred as of such date, then the Administrative Agent shall (at the expense of the U.S. Loan Parties) arrange for one annual additional appraisal of the Eligible Trademark Collateral from an appraiser reasonably selected and engaged by the Administrative Agent, such appraisal and update to include, without limitation, information required by applicable law and regulation. (b) In addition to the appraisals provided for above, whenever a Default or Event of Default exists, the Administrative Agent may, at the U.S. Borrower’s expense and at the Administrative Agent’s discretion, arrange for additional appraisals or updates thereof of any or all of the Collateral from an appraiser, and prepared on a basis, reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies of the Lenders.

Appraisals. (a) (A) If Availability is less than the greater of (x) $125,000,000 or (y) 20% of the Line Cap, in each case, at any time during any Fiscal Year, no more than two (2) times during such Fiscal Year, or (B) otherwise, no more than one (1) time during such Fiscal Year, the Administrative Agent may, at the Borrowers’ expense, arrange for appraisals or updates thereof of all of the Inventory constituting finished goods from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis, basis reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies of the Lenders. In addition, if at any time prior to the Trademark Release Date, the Total Leverage Ratio, Ratio as of the last day of any Fiscal Year of the U.S. Borrower exceeds 4.25 to 1.0, the Administrative Agent shall have the right at the expense of the U.S. Loan Parties and at the Administrative Agent’s discretion, to arrange for an additional appraisal of the Eligible Trademark Collateral from an appraiser selected and engaged by the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation. Notwithstanding the foregoing, if (x) an amount in excess of $500.0 million of the U.S. Borrowing Base is outstanding under the Facility at any time and (y) the Trademark Release Date has not occurred as of such date, then the Administrative Agent shall (at the expense of the U.S. Loan Parties) arrange for one annual additional appraisal of the Eligible Trademark Collateral from an appraiser reasonably selected and engaged by the Administrative Agent, such appraisal and update to include, without limitation, information required by applicable law and regulation. (b) In addition to the appraisals provided for above, whenever a Default or Event of Default exists, the Administrative Agent may, at the U.S. Borrower’s expense and at the Administrative Agent’s discretion, arrange for additional appraisals or updates thereof of any or all of the Collateral from an appraiser, and prepared on a basis, reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies of the Lenders.

Appraisals. (a) (A) If Availability is less than In the greater of (x) $125,000,000 or (y) 20% event that the Borrower elects to extend the Maturity Date as provided in §2.12, then the Agent may on behalf of the Line Cap, Lenders (either in each case, connection with any such extension or at any time during any Fiscal Yearthereafter), no more than two (2) times during such Fiscal Yearin its reasonable discretion, or (B) otherwise, no more than one (1) time during such Fiscal Year, the Administrative Agent may, at the Borrowers’ expense, arrange for appraisals or obtain updates thereof to existing Appraisals of all each of the Inventory constituting finished goods from an appraiser selected and engaged Borrowing Base Assets. Said updated Appraisals will be ordered by the Administrative Agent and reviewed and approved by the appraisal department of the Agent, and prepared on a basisthe Borrower shall pay to such appraiser, reasonably satisfactory promptly upon delivery to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and Borrower by the internal policies Agent of the Lenders. In additionan invoice from such appraiser, if at any time prior to the Trademark Release Date, the Total Leverage Ratio, as of the last day of any Fiscal Year of the U.S. Borrower exceeds 4.25 to 1.0, the Administrative Agent shall have the right at the expense of the U.S. Loan Parties and at the Administrative Agent’s discretion, to arrange for an additional appraisal of the Eligible Trademark Collateral from an appraiser selected and engaged by the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation. Notwithstanding the foregoing, if (x) an amount in excess of $500.0 million of the U.S. Borrowing Base is outstanding under the Facility at any time and (y) the Trademark Release Date has not occurred as all costs of such date, then the Administrative Agent shall (at the expense of the U.S. Loan Parties) arrange for one annual additional appraisal of the Eligible Trademark Collateral from an appraiser reasonably selected Appraisals and engaged by the Administrative Agent, such appraisal and update to include, without limitation, information required by applicable law and regulationany expenses relating thereto. (b) In addition Notwithstanding the provisions of §5.2(a), the Agent may obtain new Appraisals or an update to existing Appraisals with respect to the appraisals provided for aboveReal Estate, whenever or any of them, as the Agent shall determine (i) at any time that the regulatory requirements of any Lender generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender shall require more frequent Appraisals, (ii) at any time following a Default or Event of Default existsDefault, (iii) if an Appraisal is more than twenty-four (24) months old or (iv) if the Administrative Agent mayreasonably believes that there has been a material adverse change or deterioration with respect to any Borrowing Base Asset, at the U.S. Borrower’s expense and at the Administrative Agent’s discretion, arrange for additional appraisals or updates thereof of any or all of the Collateral from an appraiser, and prepared on a basis, reasonably satisfactory to the Administrative Agent, such appraisals and updates to includeincluding, without limitation, information required by applicable law and regulation and a material change in the market in which any Borrowing Base Asset is located. The expense of such Appraisals and/or updates performed pursuant to this §5.2(b) shall be borne by the internal policies Borrower and payable to the Agent within fifteen (15) days of demand; provided the Borrower shall not be obligated to pay for an Appraisal of a Borrowing Base Assets obtained pursuant to this §5.2(b) more often than once in any period of twelve (12) months if no Event of Default exists. (c) The Borrower acknowledges that the Agent has the right to approve any Appraisal performed pursuant to this Agreement. The Borrower further agrees that the Lenders and the Agent do not make any representations or warranties with respect to any such Appraisal and shall have no liability as a result of or in connection with any such Appraisal for statements contained in such Appraisal, including without limitation, the accuracy and completeness of information, estimates, conclusions and opinions contained in such Appraisal, or variance of such Appraisal from the fair value of such property that is the subject of such Appraisal given by the local tax assessor’s office, or the Borrower’s idea of the Lendersvalue of such property.

Appraisals. (a) Agent shall be entitled to obtain, at Loan Parties’ expense, an Appraisal or Appraisal Update (Aas applicable) If Availability is less at Agent’s election not more than the greater of (x) $125,000,000 annually unless one or (y) 20% more of the Line Cap, in each case, following circumstances apply: (i) at any time during that a monetary Default or an Event of Default has occurred and is continuing; (ii) in connection with the foreclosure of the Mortgage or the granting of a deed-in-lieu thereof or the exercise of other remedies against Loan Parties hereunder; (iii) if required for regulatory purposes applicable to Agent or any Fiscal YearLender; (iv) if required to determine the satisfaction of the condition described in Section 6.12(d)(i)(G) of this Loan Agreement; and (v) there is, no more than two (2) times during such Fiscal Yearin Agent’s reasonable judgment, a material adverse change in the Premises or (B) otherwisethe market conditions relating to the Premises; provided, no that, as long as an Event of Default shall not exist, Loan Parties shall not be required to pay for more than one (1) time during such Fiscal Year, the Administrative Agent may, at the Borrowers’ expense, arrange for appraisals Appraisal or updates thereof of all of the Inventory constituting finished goods from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis, reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies of the LendersAppraisal Update under clause (iii) or this clause (v) in any twenty-four (24) month period. In addition, if at any time prior to the Trademark Release Date, the Total Leverage Ratio, as of the last day of any Fiscal Year of the U.S. Borrower exceeds 4.25 to 1.0, the Administrative Agent shall have the right at the expense of the U.S. Loan Parties shall reasonably cooperate with Agent and at the Administrative Agent’s discretion, to arrange for an additional appraisal of the Eligible Trademark Collateral from an any such appraiser selected and engaged by the Administrative Agent, such appraisals their agents and updates to include, without limitation, information required by applicable law employees in connection with Appraisals and regulation. Notwithstanding the foregoing, if (x) an amount in excess of $500.0 million of the U.S. Borrowing Base is outstanding under the Facility at any time and (y) the Trademark Release Date has not occurred as of such date, then the Administrative Agent shall (at the expense of the U.S. Loan Parties) arrange for one annual additional appraisal of the Eligible Trademark Collateral from an appraiser reasonably selected and engaged by the Administrative Agent, such appraisal and update to include, without limitation, information required by applicable law and regulationAppraisal Updates. (b) In addition Nothing in this Loan Agreement shall require Loan Parties to cause the appraisals provided for abovemaintenance of any Loan-to-Value Ratio after the Closing Date (except as set forth in Section 6.12(d)(i)(G)), whenever and the statements and conclusions set forth in any Appraisal or Appraisal Update shall in no event give rise to a Default or an Event of Default. (c) For any Appraisal or Appraisal Update paid for by Loan Parties, Agent shall deliver a copy of such Appraisal or Appraisal Update to Loan Parties and Guarantor upon a request from any of them, provided that Loan Parties and Guarantor shall first deliver to Agent an agreement whereby Loan Parties and Guarantor agree to release Agent from any claims arising from or relating to any such Appraisal or Appraisal Update, which release shall be in form and substance satisfactory to Agent. Loan Parties and Guarantor acknowledge and agree that Agent makes no representation or warranty as to any such Appraisal or Appraisal Update. (d) Notwithstanding the foregoing, as long as an Event of Default existsshall not exist, Loan Parties shall not be required to pay for more than three (3) Appraisals or Appraisal Updates during the Administrative Agent may, at the U.S. Borrower’s expense and at the Administrative Agent’s discretion, arrange for additional appraisals or updates thereof of any or all of the Collateral from an appraiser, and prepared on a basis, reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation and by the internal policies of the LendersTerm.

Appraisals. (a) (A) If Availability is less Whenever an Event of Default exists, and at such other times not more frequently than once per year, the greater of (x) $125,000,000 or (y) 20% of the Line Cap, in each caseLoan Parties shall, at any time during any Fiscal Yeartheir expense and upon the Administrative Agent’s request, no more than two (2) times during such Fiscal Year, or (B) otherwise, no more than one (1) time during such Fiscal Year, provide the Administrative Agent may, at the Borrowers’ expense, arrange for with appraisals or updates thereof of any or all of the Inventory constituting finished goods Collateral from one or more Acceptable Appraisers (as selected by the Borrower, unless an appraiser Event of Default has occurred and is continuing, in which case such Acceptable Appraiser shall be selected and engaged by the Administrative Agent), and prepared in a form and on a basis, basis reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation requirements of Law and by the internal policies of the Lenders. In addition, if at any time prior to the Trademark Release Date, the Total Leverage Ratio, as of the last day of any Fiscal Year of the U.S. Borrower exceeds 4.25 to 1.0, ; provided that the Administrative Agent may request, and the Loan Parties shall have the right provide, at the expense of the U.S. Loan Parties, during any time that the Availability is less than the Minimum Level 2 Availability, a second such appraisal or update during any year. In addition, the Loan Parties and shall have the right (but not the obligation), at the Administrative Agent’s discretiontheir expense, to arrange for an additional appraisal of the Eligible Trademark Collateral from an appraiser selected and engaged by the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation. Notwithstanding the foregoing, if (x) an amount in excess of $500.0 million of the U.S. Borrowing Base is outstanding under the Facility at any time and from time to time (ybut not more than once per year) the Trademark Release Date has not occurred as of such date, then to provide the Administrative Agent shall (at the expense of the U.S. Loan Parties) arrange for one annual additional appraisal of the Eligible Trademark Collateral from an appraiser reasonably selected and engaged by the Administrative Agent, such appraisal and update to include, without limitation, information required by applicable law and regulation. (b) In addition to the appraisals provided for above, whenever a Default or Event of Default exists, the Administrative Agent may, at the U.S. Borrower’s expense and at the Administrative Agent’s discretion, arrange for with additional appraisals or updates thereof of any or all of the Collateral from an appraiserone or more Acceptable Appraisers (as selected by the Borrower), and prepared in a form and on a basis, basis reasonably satisfactory to the Administrative Agent, in which case such appraisals or updates shall be used in connection with the determination of the Orderly Liquidation Value and updates to include, without limitation, information required by applicable law and regulation and the calculation of the Borrowing Base hereunder. In connection with any appraisal requested by the internal policies Administrative Agent pursuant to this Section 6.12 (unless an Event of Default has occurred and is continuing), the Loan Parties shall be given twenty (20) days following such request by the Administrative Agent to choose and engage the Acceptable Appraiser prior to the commencement of such appraisal. With respect to each appraisal made pursuant to this Section 6.12 (unless an Event of Default has occurred and is continuing) after the Closing Date, (i) the Administrative Agent and the Loan Parties shall each be given a reasonable amount of time to review and comment on a draft form of the Lendersappraisal prior to its finalization and (ii) any adjustments to the Orderly Liquidation Value or the Borrowing Base hereunder as a result of such appraisal shall become effective twenty (20) days following the finalization of such appraisal.

Appraisals. (a) (A) If Availability is less than the greater of (x) $125,000,000 or (y) 20% of the Line Cap, in each case, at At any time during any Fiscal Year, no more than two (2) times during such Fiscal Year, or (B) otherwise, no more than one (1) time during such Fiscal Year, that the Administrative Agent mayrequests, at the Borrowers’ expense, arrange for Loan Parties will provide the Administrative Agent with appraisals or updates thereof of all of the their Inventory constituting finished goods from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis, reasonably basis satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable law and regulation and by the internal policies of the Lenders. In additionor regulation; provided that (i) no less than one (1) Inventory appraisal per calendar year will be conducted and, if at any time prior to the Trademark Release Date, the Total Leverage Ratio, as of the last day of any Fiscal Year of the U.S. Borrower exceeds 4.25 to 1.0, the Administrative Agent elects to conduct a second Inventory appraisal in its sole discretion, no more than two (2) Inventory appraisals per calendar year will be conducted and (ii) there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default shall have the right occurred and be continuing. For purposes of this Section 5.11(a), 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 such appraisals shall be at the sole expense of the U.S. Loan Parties. (b) At any time that the Administrative Agent requests, the Loan Parties and at will provide the Administrative Agent’s discretion, to arrange for an additional appraisal Agent with appraisals or updates thereof of the Eligible Trademark Collateral their Trademarks from an appraiser selected and engaged by the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulation. Notwithstanding the foregoing, if (x) an amount in excess of $500.0 million of the U.S. Borrowing Base is outstanding under the Facility at any time and (y) the Trademark Release Date has not occurred as of such date, then the Administrative Agent shall (at the expense of the U.S. Loan Parties) arrange for one annual additional appraisal of the Eligible Trademark Collateral from an appraiser reasonably selected and engaged by the Administrative Agent, such appraisal and update to include, without limitation, information required by applicable law and regulation. (b) In addition to the appraisals provided for above, whenever a Default or Event of Default exists, the Administrative Agent may, at the U.S. Borrower’s expense and at the Administrative Agent’s discretion, arrange for additional appraisals or updates thereof of any or all of the Collateral from an appraiser, and prepared on a basis, reasonably basis satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable law or regulation; provided that (i) if the Administrative Agent elects to conduct a Trademark appraisal, no more than one (1) Trademark appraisal during the term of this Agreement will be conducted and regulation (ii) there shall be no limitation on the number or frequency of Trademark appraisals if an Event of Default shall have occurred and by be continuing. All such appraisals shall be at the internal policies sole expense of the LendersLoan Parties.