“Net Recovery Percentage” means the fraction, expressed as a percentage, # the numerator of which is the amount equal to the recovery on the aggregate amount of the Inventory at such time on a “going out of business sale” basis as set forth in the most recent appraisal of Inventory received by the [[Administrative Agent:Organization]] and the [[FILO Documentation Agent:Organization]] in accordance with Section 7.4, net of operating expenses, liquidation expenses and commissions, and # the denominator of which is the applicable original cost of the aggregate amount of the Inventory subject to appraisal. The Net Recovery Percentage for any category of Inventory used in determining the Borrowing Base and the FILO Borrowing Base shall be based on the applicable percentage in the most recent appraisal conducted as set forth in Section 7.4.

Appraisals. [[Organization B:Organization]] may, in its Permitted Discretion, at any time after the Closing Date and from time to time, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to [[Organization B:Organization]], for the purpose of appraising Loan Parties' assets. Absent the occurrence and continuance of an Event of Default at such time, [[Organization B:Organization]] shall consult with Administrative Borrower as to the identity of any such firm. [[Organization A:Organization]] shall reimburse [[Organization B:Organization]] for the costs, expenses and charges incurred by [[Organization B:Organization]] in respect of any such appraisal; provided that so long as no Event of Default exists, [[Organization A:Organization]] shall have no obligation to pay or reimburse [[Organization B:Organization]] for more than one appraisal for each category of non-Inventory assets in any calendar year.

covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording acceptable to prudent mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the originator of the Mortgage Loan and # specifically referred to or otherwise considered in the appraisal made for the originator of the Mortgage Loan or # which do not adversely affect the Appraised Value of the Mortgaged Property set forth in such appraisal; and

“Appraised Value” means, on any date of determination, # with respect to any Eligible Real Property, the fair market value of such Eligible Real Property as of such date pursuant to the applicable Real Property Appraisal received by, and reasonably acceptable to, the Administrative Agent and # with respect to any Eligible Rolling Stock, the NOLV Percentage of such Eligible Rolling Stock as of such date pursuant to the applicable Rolling Stock Appraisal received by, and reasonably acceptable to, the Administrative Agent.

it was acquired in connection with a Permitted Acquisition or Permitted Investment, or such Equipment Inventory is owned by a Person that is joined to this Agreement as a Loan Party pursuant to the provisions of this Agreement, until the completion of an Acceptable Appraisal of such Equipment Inventory and the completion of a field examination with respect to such Equipment Inventory that is satisfactory to Agent in its Permitted Discretion, provided, that Agent shall use commercially reasonable efforts to complete such Acceptable Appraisal and field examination on or prior to the closing date of such transaction or event or as soon as practicable thereafter, given the amount of prior notice Agent received in respect thereof and the access to, and accuracy of, information provided to Agent and its agents in conducting such appraisal or field examination,

“Appraisal” means a written statement setting forth an opinion of the market value of the Property that # has been independently and impartially prepared by a member of the American Institute of Real Estate Appraisers directly engaged by ​, # meets the minimum appraisal standards for national banks promulgated by the Comptroller of the Currency pursuant to Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended (FIRREA), and # has been reviewed as to form and content and approved by ​ in its sole discretion.

Notwithstanding anything to the contrary herein, no Party with a Participating Interest that is less than or equal to ten percent (10%) may make an election not to participate in a Completion attempt in any Exploration Well or Appraisal Well if any other Party elects to participate in such Completion attempt, nor may a Party with a Participating Interest that is less than or equal to ten percent (10%) make an election to participate in a Completion attempt in any Exploration Well or Appraisal Well if no other Party elects to do so.

The Securityholder hereby waives and agrees in favour of BMET and THMG not to exercise any rights of appraisal or rights of dissent that the Securityholder may have arising from the Proposed Transaction.

designating whether such line item is intended to satisfy the Minimum Work Obligations of the PSC, the commitments of a previously approved appraisal Work Program and Budget, and/or the commitments of a previously approved Development Plan; and

The purpose of this Agreement is to establish the respective rights and obligations of the Parties with regard to operations under the PSC, including the joint exploration, appraisal, development, production and disposition of Hydrocarbons from the Contract Area.