“Acceptable Appraisal” means, with respect to an appraisal of Inventory or Rolling Stock the most recent appraisal of such property received by Agent # from an appraisal company satisfactory to Agent, # the scope and methodology (including, to the extent relevant, any sampling procedure employed by such appraisal company) of which are satisfactory to Agent, and # the results of which are satisfactory to Agent, in each case, in Agent’s Permitted Discretion.

“Rolling Stock Appraisal” means an appraisal prepared by an independent appraiser reasonably acceptable to the Administrative Agent and prepared in accordance with the Administrative Agent’s customary independent appraisal requirements and in compliance with all applicable regulatory requirements.

“Real Property Appraisal” means an M.A.I. appraisal prepared by an independent M.A.I. appraiser reasonably acceptable to the Administrative Agent and prepared in accordance with the Administrative Agent’s customary independent appraisal requirements and in compliance with all applicable regulatory requirements, including without limitation, FIRREA.

“Appraisal” shall mean an appraisal meeting the requirements of the representations and warranties set forth in paragraph (oo) on [Schedule 1] hereto.

If the Committee, in its exclusive discretion, determines that the foregoing methods do not apply or produce a reasonable valuation, then Fair Market Value shall be determined by an independent appraisal that satisfies the requirements of Code Section 401(a)(28)(C) as of a date within twelve (12) months before the date of the transaction for which the appraisal is used, e.g., the date of grant of an Award (the “Appraisal”). If the Committee, in its exclusive discretion, determines that the Appraisal does not reflect information available after the date of the Appraisal that may materially affect the value of the shares, then Fair Market Value shall be determined by a new Appraisal.

an Acceptable Appraisal of such Rolling Stock has not been completed with respect to any Rolling Stock of a category that has not previously been subject to an Acceptable Appraisal,

Section # No Appraisal Rights.

Continuous improvement and Directors' appraisal

Credit appraisal by the Lenders

If the Operating Committee determines that the Discovery merits appraisal, Operator within one hundred (100) Days, or earlier if necessary to meet any applicable deadline under the PSC. shall deliver to the Parties a proposed Work Program and Budget for the appraisal of the Discovery. Within thirty (30) Days of such delivery, or earlier if necessary to meet any applicable deadline under the PSC, the Operating Committee shall meet to consider, modify and then either approve or reject the appraisal Work Program and Budget.