“Intellectual Property Availability” means, commencing upon the date that the first Acceptable Appraisal of Intellectual Property is received by Agent after the Amendment No. 10 Effective Date in accordance with the terms of this Agreement, the amount equal to the lesser of: # twenty-five percent (25%) of the appraised fair market value of the Eligible Intellectual Property as set forth in the most recent Acceptable Appraisal thereof received by Agent after the Amendment No. 10 Effective Date in accordance with the terms of this Agreement, and # $15,000,000; provided, that, the Intellectual Property Availability shall be permanently reduced by an amount equal to $250,000 on the first day of the first month after the first Acceptable Appraisal of Intellectual Property is received by Agent after the Amendment No. 10 Effective Date in accordance with the terms of this Agreement and on the first day of each month thereafter until the Intellectual Property Availability is reduced to zero.

Value: # for Inventory, its value determined on the basis of the lower of cost or market, calculated on a first-in, first-out basis (it being understood that Borrowers’ consolidated financial statements may be prepared on a last-in, first-out basis with respect to raw materials, with applicable reserves related thereto), and excluding any portion of cost attributable to intercompany profit among Borrowers and their Affiliates; and # for an Account, its face amount, net of any returns, rebates, discounts (calculated on the shortest terms), credits, allowances or Taxes (including sales, excise or other taxes) that have been or could be claimed by the Account Debtor or any other Person. Initially, Value shall be based on the March 31, 2016 Inventory appraisal, but a new Inventory appraisal shall be done as of March 31, 2017 upon which Inventory shall be valued thereupon and thereafter until a subsequent Inventory appraisal is completed pursuant hereto.

will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

Borrower acknowledges and agrees that by accepting or approving anything required to be observed, performed, fulfilled, or given to Lender pursuant to this Agreement or any of the Loan Documents, including any certificate, financial statement, appraisal, statement of profit and loss, or other financial statement, survey, appraisal or insurance policy, Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision, or condition thereof, and such acceptance or approval thereof shall not be or constitute any warranty or representation to anyone with respect thereto by Lender.

“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 applicable category of Eligible Inventory at such time on a “net orderly liquidation value” basis as set forth in the most recent Acceptable Appraisal of inventory received by Agent in accordance with the requirements of this Agreement, net of operating expenses, liquidation expenses and commissions reasonably anticipated in the disposition of such assets and # the denominator of which is the original cost of the aggregate amount of the Eligible Inventory subject to such Acceptable Appraisal.

SECTION # Appraisals. At any time that the Administrative Agent requests, each Borrower will, and will cause each Subsidiary to, provide the Administrative Agent with appraisals or updates thereof of its Inventory from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The Loan Parties shall solely be responsible for the costs and expenses of two (2) Inventory appraisals during the 12-month period occurring after the Effective Date, and the Loan Parties shall solely be responsible for the costs of expenses of one (1) Inventory appraisal during each 12-month period occurring thereafter; provided, further, that the Loan Parties shall be responsible for the costs and expenses of one (1) additional Inventory appraisal during any 12-month period if, at any time during such period, Availability falls below the greater of # $50,000,000 or # 40% of the lesser of the # Aggregate Revolving Commitment or # Borrowing Base; and provided, further, that a single appraisal shall consist of an appraisal of each of the Borrowers’ and their Subsidiaries’ Inventory. Notwithstanding the foregoing, the Loan Parties shall be responsible for the costs and expenses of any and all Inventory appraisals conducted while an Event of Default has occurred and is continuing.

“RE Addition Amount” means the Appraised Value of Additional Real Property determined as of the applicable RE Addition Date based on a Real Property Appraisal dated not earlier than six months prior to such RE Addition Date.

“RS Addition Amount” means the Appraised Value of Additional Rolling Stock determined as of the applicable RS Addition Date based on a Rolling Stock Appraisal dated not earlier than six months prior to such RS Addition Date.

Your salary will be reviewed on an annual basis by the Board and or a committee of the Board in line with the Syneos Health Annual Appraisal, but you have no contractual right to a yearly increase.

the Shareholder shall not exercise any rights of appraisal or rights of dissent provided under any Law or otherwise in connection with the Arrangement or the transactions contemplated by the Arrangement Agreement that the Shareholder may have; and