Exhibit 10.16


 


Certain portions of this document have been omitted pursuant to Item 601(b)(10) of Regulation S‐K and, where applicable, have been
marked with “[***]” to indicate where omissions have been made. The marked information has been omitted because it is (i)
not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.


 


	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	CREDIT AGREEMENT
	 
	DATED AS OF JANUARY 15, 2020
	 
	BY AND AMONG
	 
	LANDSEA HOMES- WAB 2 LLC,
	A DELAWARE LIMITED LIABILITY COMPANY
	 
	AS BORROWER,
	 
	AND
	 
	WESTERN ALLIANCE BANK,
	AN ARIZONA CORPORATION
	 
	AS ADMINISTRATIVE AGENT
	 
	AND THE LENDERS
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 







     


     


    

TABLE
OF CONTENTS


 


	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE 1	 	DEFINITIONS	 	1
	1.1	 	Definitions	 	1
	1.2	 	No Presumption Against Any Party	 	32
	1.3	 	Generally	 	32
	1.4	 	Accounting Terms; Changes in GAAP	 	32
	1.5	 	Divisions	 	33
	1.6	 	Letter of Credit Amounts	 	33
	ARTICLE 2	 	COMMITMENTS AND CREDIT EXTENSIONS	 	33
	2.1	 	Commitments	 	33
	2.2	 	Prepayment of Loans	 	34
	2.3	 	Interest	 	34
	2.4	 	Revolving Loans	 	35
	2.5	 	Letters of Credit	 	38
	2.6	 	Maturity of the Obligations	 	45
	2.7	 	Extension of Maturity Date	 	46
	2.8	 	Noteless Agreement; Evidence of Indebtedness	 	47
	2.9	 	Lending Installations	 	49
	2.10	 	Increased Costs	 	49
	2.11	 	Taxes	 	50
	2.12	 	Mitigation Obligations; Replacement of Lenders	 	54
	2.13	 	Increases in Commitments	 	56
	2.14	 	Fees	 	58
	2.15	 	General Provisions as to Payments	 	58
	2.16	 	Security	 	59
	2.17	 	Releases of Collateral	 	59
	2.18	 	Remargining; Principal Payments	 	59
	2.19	 	Cash Collateral	 	59
	2.20	 	Defaulting Lenders	 	60
	ARTICLE 3	 	BORROWING BASE	 	63
	3.1	 	Determination of Eligible Assets/Borrowing Base	 	63
	3.2	 	Lot Term Limits	 	64





    -i- 


     


    

TABLE
OF CONTENTS


 


(continued)


 


	 	 	 	 	Page
	 	 	 	 	 
	3.3	 	Transfer of Lots for Unit Construction	 	65
	3.4	 	Unit Term Limits	 	66
	3.5	 	Additional Limitations on Eligible Assets	 	67
	3.6	 	Other Limitations on Asset Values and Maximum Allowed Advances	 	68
	3.7	 	Borrowing Base Report	 	69
	3.8	 	General	 	 
	3.9	 	Appraisals	 	 
	ARTICLE 4	 	CONDITIONS PRECEDENT	 	69
	4.1	 	Conditions Precedent to Effectiveness of this Agreement	 	69
	4.2	 	Approval of Subdivisions	 	71
	4.3	 	Qualification of A&D Lots as Eligible Assets	 	74
	4.4	 	Qualification of Units as Eligible Assets	 	74
	4.5	 	Additional Conditions Precedent to Credit Extensions	 	75
	4.6	 	Right to Waive	 	76
	ARTICLE 5	 	BORROWER REPRESENTATIONS AND WARRANTIES	 	76
	5.1	 	Representations and Warranties	 	76
	5.2	 	Representations and Warranties Upon Requests for Revolving Loans	 	82
	5.3	 	Representations and Warranties Upon Delivery of Financial Statements, Documents, and Other Information	 	83
	ARTICLE 6	 	AFFIRMATIVE COVENANTS	 	83
	6.1	 	Corporate Existence	 	83
	6.2	 	Books and Records; Access	 	83
	6.3	 	Covenants Relating to Collateral	 	84
	6.4	 	Information and Statements	 	84
	6.5	 	Law; Judgments; Material Agreements; Approvals and Permits	 	86
	6.6	 	Impositions and Other Indebtedness	 	89
	6.7	 	Assets and Property	 	89
	6.8	 	Casualty and Liability Insurance	 	89
	6.9	 	ERISA	 	89
	6.10	 	Additional Covenants Relating to Construction	 	90





    -ii- 


     


    

TABLE
OF CONTENTS


 


(continued)


 


	 	 	 	 	Page
	 	 	 	 	 
	6.11	 	Title Insurance; Title Insurance Claims	 	90
	6.12	 	Rights of Inspection; Correction of Defects	 	91
	6.13	 	Verification of Costs	 	91
	6.14	 	Use of Proceeds of Revolving Loans	 	92
	6.15	 	Further Assurances	 	93
	6.16	 	Costs and Expenses of Borrower’s Performance of Covenants and Satisfaction of Conditions	 	93
	6.17	 	Environmental Reports	 	93
	6.18	 	Homeowners’  Associations	 	93
	6.19	 	Deposit Accounts	 	93
	6.20	 	Separateness Covenants	 	93
	ARTICLE 7	 	BORROWER NEGATIVE COVENANTS	 	93
	7.1	 	Indebtedness	 	93
	7.2	 	Liens	 	95
	7.3	 	Fundamental Changes	 	95
	7.4	 	Prohibition on Amendments to Organizational Documents	 	95
	7.5	 	Lines of Business	 	96
	7.6	 	Transfers	 	96
	7.7	 	Restricted Payments	 	96
	7.8	 	Investments	 	96
	7.9	 	Transactions with Affiliates	 	96
	7.10	 	Certain Restrictive Agreements	 	96
	7.11	 	Subordinated Debt	 	97
	7.12	 	Sale Leaseback Transactions	 	97
	7.13	 	Financial Covenants	 	97
	ARTICLE 8	 	EVENTS OF DEFAULT	 	99
	8.1	 	Events of Default	 	99
	8.2	 	Remedies	 	102
	8.3	 	Credit Bidding	 	103
	8.4	 	Collateral Protection; Completion of Construction	 	103






    -iii- 


     


    

TABLE
OF CONTENTS


 


(continued)


 


	 	 	 	 	Page
	8.5	 	Secured by Collateral and Deed of Trust	 	104
	8.6	 	Multiple Real and Personal Property Security	 	104
	8.7	 	Scheduled Payments	 	105
	8.8	 	Application of Payments	 	105
	ARTICLE 9	 	AGENCY	 	106
	9.1	 	Appointment and Authority	 	106
	9.2	 	Rights as a Lender	 	106
	9.3	 	Exculpatory Provisions	 	107
	9.4	 	Reliance by Administrative Agent	 	108
	9.5	 	Delegation of Duties	 	108
	9.6	 	Resignation of Administrative Agent	 	108
	9.7	 	Non-Reliance on Agents and Other Lenders	 	109
	9.8	 	No Other Duties	 	110
	9.9	 	Administrative Agent May File Proofs of Claim	 	110
	9.10	 	Bank Product Liability Arrangements	 	110
	9.11	 	Foreclosure	 	111
	9.12	 	Lender Representation	 	112
	ARTICLE 10	 	MISCELLANEOUS	 	112
	10.1	 	Notices Generally	 	112
	10.2	 	Waivers; Amendments	 	114
	10.3	 	Collateral and Guaranty Matters	 	116
	10.4	 	Expenses; Indemnity; Damage Waiver	 	117
	10.5	 	Successors and Assigns	 	119
	10.6	 	Survival	 	123
	10.7	 	Counterparts; Integration; Effectiveness; Electronic Execution	 	123
	10.8	 	Severability	 	124
	10.9	 	Right of Setoff	 	124
	10.10	 	Governing Law; Jurisdiction; Etc	 	124
	10.11	 	WAIVER OF JURY TRIAL	 	125
	10.12	 	JUDICIAL REFERENCE	 	126






    -iv- 


     


    

TABLE
OF CONTENTS


 


(continued)


 


	 	 	 	 	Page
	 	 	 	 	 
	10.13	 	Headings	 	127
	10.14	 	Treatment of Certain Information; Confidentiality	 	127
	10.15	 	PATRIOT Act	 	128
	10.16	 	Sharing of Payments	 	128
	10.17	 	Payments Set Aside	 	129
	10.18	 	No Advisory or Fiduciary Responsibility	 	129
	10.19	 	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	 	130
	10.20	 	Rescission or Return of Payments	 	130
	10.21	 	No Brokers	 	131
	10.22	 	USA PATRIOT ACT	 	131





    -v- 


     


    

	Exhibits/Schedules
	 	 
	Exhibit
    A	Assignment
    and Assumption Agreement
	Exhibit
    B	Organizational
    Chart
	Exhibit
    C	Compliance
    Certificate
	Exhibit
    D	Subdivision
    Approval Letter
	Exhibit
    E	Promissory
    Note
	Exhibit
    F	Tax
    Compliance Certificates
	Exhibit
    G	Borrowing
    Base Report
	Exhibit
    H	Notices
    Address



 


[Note: Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.]


 



     


     


    

CREDIT
AGREEMENT


 


This
CREDIT AGREEMENT dated as of January 15, 2020, is made and entered into by and among LANDSEA HOMES- WAB 2 LLC, a Delaware limited
liability company (“Borrower”), and WESTERN ALLIANCE BANK, an Arizona corporation (“Administrative
Agent”) and the lenders from time to time party hereto.


 


RECITALS


 


A.           Borrower
is engaged in the business of developing residential subdivisions and constructing and selling residential units in such subdivisions.


 


B.           Borrower
has requested that Lenders provide a borrowing base revolving line of credit for Borrower, pursuant to which Borrower may finance
the construction of residential housing units.


 


C.           Lenders
are willing to provide such a borrowing base revolving line of credit upon the terms and conditions hereinafter set forth.


 


AGREEMENT


 


For
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Administrative Agent
and Lenders agree that:


 


ARTICLE
1

DEFINITIONS


 


1.1          Definitions. In this Agreement, the following capitalized terms have the following meanings:


 


“A&D
Lot” means an individual Lot in an Approved Subdivision as designated on a subdivision plat or map (whether preliminary
or final) for the Approved Subdivision which is acquired in an unfinished or substantially unfinished condition and is included
or to be included in the Eligible Assets for development of the Lot Improvements in an Approved Subdivision. Unless the context
otherwise requires, the term “A&D Lot” refers to the Lot in an Approved Subdivision prior to a transfer of the
Lot for Unit construction and inclusion of the Lot in Eligible Assets as a Unit.


 


“A&D
Lot Development Budget” means the budget for the acquisition of the applicable Approved Subdivision and the construction
of Lot Improvements in such Approved Subdivision provided to Administrative Agent prior to the Lots in such Subdivision being
Eligible Assets.


 


“A&D
Lot Development Plans and Specifications” means the plans and specifications for the development of Lot Improvements
in an Approved Subdivision that have been prepared by an engineer, together with any amendments or modifications to those plans
and specifications.





     


     


    

“Acquisition”
means the corporate reorganization with respect to Borrower and certain Project Owners and Intermediate Entities to occur on or
before the Effective Date pursuant to which the Project Owners and Intermediate Entities with respect to all Approved Subdivisions
become direct or indirect Wholly-Owned Subsidiaries of Borrower in a manner consistent with the organization chart set forth on
Exhibit B.


 


“Acquisition
Cost” means the actual net purchase price paid by Borrower to acquire the applicable Subdivision or Lots therein.


 


“Administrative
Agent” means Western Alliance Bank, an Arizona corporation, in its capacity as administrative agent under any of the
Loan Documents, or any successor administrative agent.


 


“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


“Affiliate” of any Person means any other Person directly or indirectly Controlling or Controlled by or under direct or indirect
common Control with, such Person.


 


“Agent
Parties” has the meaning specified in Section 10.1(f)(ii).


 


“Agreement” means this Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.


 


“Applicable
Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s
Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments
most recently in effect, giving effect to any assignments.


 


“Applicable
MAA Percentage ” means [* * * *]


 


“Approvals
and Permits” means, with respect to each Approved Subdivision, each and all approvals, authorizations, bonds, consents,
certificates, franchises, licenses, permits, registrations, qualifications, entitlements and other actions and rights granted
by or filings with any Person necessary or appropriate for acquisition and development of the Approved Subdivision, for construction
of Units, for the sale of Units, for occupancy, ownership, and use by Borrower and other Persons of the Lots and Units, or otherwise
for the conduct of, or in connection with, the business and operations of the applicable Project Owner.


 


“Approved
Fund” means any Fund that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of
an entity that administers or manages a Lender.


 


“Approved
Lines of Business” means (a) acquiring property intended for residential development projects that are included or intended
to be included as Approved





    -2- 


     


    

Subdivisions;
(b) zoning, entitling, subdividing or causing to be subdivided such projects into residential lots and related amenities; (c)
installing, or causing to be installed, onsite and/or offsite improvements as needed to create finished residential lots and related
amenities for such projects; and (d) constructing and selling Units in such projects to members of the home buying public.


 


“Approved
MSA” means the following MSAs:


 


		(a)	[* * * *]



 


		(b)	[* * * *]



 


		(c)	[* * * *]



 


		(d)	[* * * *]



 


		(e)	[* * * *]



 


		(f)	[* * * *]



 


		(g)	[* * * *]



 


		(h)	[* * * *]



 


		(i)	[* * * *]



 


		(j)	[* * * *]



 


		(k)	[* * * *]



 


		(l)	[* * * *]



 


		(m)	[* * * *]



 


		(n)	[* * * *]



 


		(o)	[* * * *]



 


		(p)	[* * * *]



 


		(q)	[* * * *]



 


		(r)	[* * * *]



 


		(s)	[* * * *]



 


		(t)	[* * * *]



 


		(u)	[* * * *]






    -3- 


     


    

		(v)	[* * * *]



 


and
such other MSAs in Approved States as Administrative Agent and Required Lenders may approve in their sole and absolute discretion.


 


“Approved
State” means [* * * *]


 


“Approved
Subdivision” means each Subdivision owned by a Project Owner and with respect to which Borrower has satisfied the conditions
precedent in Section 4.2, as determined by Administrative Agent.


 


“Asset
Value” means for any Eligible Asset, the lesser of (a) the Maximum Allowed Advance for such Eligible Asset, or (b) the
Margin Value for such Eligible Asset as provided in Section 3.1(a).


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 10.5), and accepted by the Administrative Agent, in substantially the
form of Exhibit A or any other form approved by the Administrative Agent.


 


“Available
Loan Commitment” means at any time, the lesser of:


 


		(a)	The
                                         Commitment Amount; or



 


		(b)	The
Asset Value of the Borrowing Base, as reflected in the most recent Borrowing Base Report,



 


less
in either case any Remargining Payment required pursuant to Section 2.18 but not yet paid.


 


“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect
of any liability of an EEA Financial Institution.


 


“Bail-In
Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European
Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time that is
described in the EU Bail-In Legislation Schedule.


 


“Bank
Product Liability” means any and all obligations of Borrower and the other Loan Parties, whether absolute or contingent
and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions, and modifications thereof
and substitutions therefor) in connection with Bank Products.


 


“Bank
Products” means each and any of the following bank products and services provided to any Loan Party by any Lender or
any of its Affiliates: (a) credit cards for





    -4- 


     


    

commercial
customers (including “commercial credit cards” and purchasing cards), (b) stored value cards, and (c) depository,
cash management, and treasury management services (including controlled disbursement, automated clearinghouse transactions, return
items, overdrafts and interstate depository network services).


 


“Borrower”
shall have the meaning set forth in the Preamble to this Agreement.


 


“Borrowing
Base” consists of the Eligible Assets as reflected in the most current Borrowing Base Report.


 


“Borrowing
Base Report” means a report prepared by Borrower and approved by Administrative Agent as provided in this Agreement
which sets forth the Eligible Assets then constituting the Borrowing Base, the Asset Value of the Borrowing Base, and certain
other information, in the format prescribed by Administrative Agent from time to time.


 


“Borrowing
Base Valuation Date” means (a) January 15, 2020, and (b) the date of each Borrowing Base Report provided to Administrative
Agent thereafter.


 


“Borrowing
Group” means, collectively, Borrower and the Subsidiary Guarantors.


 


“Budgeted
Cost” means for (a) A&D Lots and Finished Lots, (i) the total budgeted costs for Lot Improvements and Acquisition
Costs for the applicable Subdivision as provided in the applicable A&D Lot Development Budget attached to the Eligibility
Certificate for the applicable Subdivision, divided by (ii) the total number of Lots in the Subdivision provided in the Eligibility
Certificate for the Subdivision, and (b) for Units, the construction costs to construct such Unit as provided in the applicable
Unit Budget plus, without duplication, the Unit Lot Cost.


 


“Business
Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City and Phoenix,
Arizona, are authorized or required by law to remain closed.


 


“Calendar
Month” means the twelve (12) calendar months of the year. With respect to any payment or obligation that is due or required
to be performed within a specified number of Calendar Months, then such payment or obligation shall become due on the day in the
last of such specified number of Calendar Months that corresponds numerically to the date on which such payment or obligation
was incurred or commenced; provided, however, that with respect to any obligation that was incurred or commenced
on the 29th, 30th or 31st day of any Calendar Month and if the Calendar Month in which such payment or obligation would otherwise
become due does not have a numerically corresponding date, such obligation shall become due on the last day of such Calendar Month.


 


“Capitalized
Lease” means each lease that has been or is required to be, in accordance with GAAP, recorded as a capitalized lease.


 


“Cash
Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing
Bank or Lenders, as collateral for L/C Obligations or obligations of Lenders to fund participations in respect of L/C Obligations,





    -5- 


     


    

cash
or deposit account balances or, if the Administrative Agent and the Issuing Bank shall agree, each in its sole and absolute discretion,
other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and
the Issuing Bank.


 


“Cash
Collateral” shall have a meaning analogous to the foregoing and shall include the proceeds of such cash collateral and
other credit support.


 


“Cash
Equivalent Investments” means, collectively, (a) marketable direct obligations issued or unconditionally guaranteed
by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition
thereof; (b) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and
currently having the highest rating obtainable from either S&P or Moody’s; (c) certificates of deposit maturing no
more than one hundred twenty (120) days from the date of creation thereof issued by Western Alliance Bank or other commercial
banks incorporated under the laws of the United States, each having combined capital, surplus and undivided profits of not
less than $500,000,000 and having a rating of “A” or better by S&P or Moody’s; provided that the
aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 for any one such
certificate of deposit and $10,000,000 for any one such bank; (d) time deposits maturing no more than thirty
(30) days from the date of creation thereof with commercial banks or savings banks
or savings and loan associations each either having membership in the FDIC or the deposits of which are insured by the FDIC
and in amounts not exceeding the maximum amounts of insurance thereunder; (e) demand deposit accounts maintained in the
ordinary course of business with an FDIC insured financial institution; and (f) investment funds at least ninety-five percent
(95%) of the assets of which constitute cash or Cash Equivalent Investments of the kinds described in clauses (a)
through (e) of this definition.


 


“CC&Rs”
means and includes restrictive covenants, conditions, restrictions, easements, and other rights that exist or are contemplated
with respect to the Approved Subdivision.


 


“Change
in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking
effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the
administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or
issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided
that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and
all requests, rules, guidelines or directives thereunder or issued in connection therewith and
(y) all requests, rules, guidelines or directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United
States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a
“Change in Law”, regardless of the date enacted, adopted or issued.


 


“Change
of Control” means the occurrence of any of the following:





    -6- 


     


    

(a)       Parent
shall cease to (i) directly own 100% of the Equity Interests of LHI, free and clear of all Liens and Encumbrances, or (ii) Control
LHI;


 


(b)       LHI
shall cease to (i) directly own 100% of the Equity Interests of Borrower, free and clear of all Liens and Encumbrances (other
than the Pledge Agreement in favor of Administrative Agent), or (ii) Control Borrower;


 


(c)       Any
Project Owner or Intermediate Entity shall cease to (i) be Wholly-Owned by Borrower, free and clear of all Liens and Encumbrances
(other than the Pledge Agreement in favor of Administrative Agent), or (ii) be Controlled by Borrower; and


 


(d)       an
event or series of events by which: (i) any “person” or “group” (as such terms are used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its Subsidiaries,
and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that
a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the
right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option
right”)), directly or indirectly, of 25% or more of the Equity Interests of the Parent entitled to vote for members
of the board of directors or equivalent governing body of the Parent on a fully-diluted basis (and taking into account all such
securities that such person or group has the right to acquire pursuant to any option right); or (ii) during any period of twenty-four
(24) consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Parent
cease to be composed of individuals (A) who were members of that board or equivalent governing body on the first day of such period,
(B) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause
(A) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing
body or (C) whose election or nomination to that board or other equivalent governing body was approved by individuals referred
to in clauses (A) and (B) above constituting at the time of such election or nomination at least a majority of that
board or equivalent governing body.


 


“Code”
means the United States Internal Revenue Code of 1986, as amended from time to time.


 


“Collateral”
means the Equity Interests in Borrower and each other Person securing any or all Obligations or guarantees of the Obligations
from time to time.


 


“Commitment”
means with respect to each Lender, the commitment of such Lender pursuant to this Agreement to (a) make Revolving Loans and (b)
purchase a participation in L/C Obligations, in either case expressed as an amount representing the maximum principal and/or face
amount of such Revolving Loan and/or Letter of Credit, as such commitment may be reduced or increased from time to time pursuant
to Section 10.5. The amount of the Commitment of each Lender as of the Effective Date is set forth on Schedule 1
and from and after the Effective Date will be as set forth in amendments entered into





    -7- 


     


    

pursuant
to Section 2.13 and/or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment,
as applicable.


 


“Commitment
Amount” means $75,000,000, as increased or reduced from time to time pursuant to the terms hereof, including increases
up to a maximum Commitment Amount of $200,000,000 in accordance with Section 2.13.


 


“Compliance
Certificate” means a Certificate in the form of Exhibit C or as otherwise required by Administrative Agent from
time to time.


 


“Consolidated
Debt ” means, at any date of determination, the aggregate principal amount of all Indebtedness of Parent and its Subsidiaries
outstanding at such time, in the amount that would be reflected on a balance sheet prepared at such date, determined on a consolidated
basis in accordance with GAAP.


 


“Consolidated
EBITDA” means, with respect to Parent, on a consolidated basis for the applicable period, the sum of the following amounts
for such period of (a) Consolidated Net Income, (b) Consolidated Net Interest Expense, (c) the aggregate amount of federal and
state taxes, if any, based on income for that period, (d) total depreciation expense, (e) total amortization expense, (f) amortization
of capitalized interest to costs of sales, and (g) other non-cash items reducing Consolidated Net Income less other non-cash
items increasing Consolidated Net Income, all of the foregoing as determined in accordance with GAAP.


 


“Consolidated
Interest Expense ” means for any period, without duplication, the aggregate amount of interest incurred (whether paid,
accrued, or capitalized, but not including interest and other charges amortized to cost of sales) of Parent, which, in conformity
with GAAP, would be set opposite the caption “Interest Expense” or any like caption on a consolidated income statement
for Parent for such period, including, without limitation, imputed interest included in Capitalized Lease Obligations, all commissions,
discounts and other fees and charges owed with respect to letters of credit, the interest portion of any deferred payment obligation,
amortization of discount or premiums, if any, and all other non-cash interest expense, other than interest and other charges amortized
to cost of sales.


 


“Consolidated
Net Income” means, with respect to Parent, for any fiscal year or other fiscal period, the net income of Parent for
such fiscal year or other fiscal period, determined on a consolidated basis in accordance with GAAP.


 


“Consolidated
Net Interest Expense ” means, with respect to Parent, for any period, Consolidated Interest Expense less interest capitalized
during the current period.


 


“Control”
when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, partnership interests, membership interests, by contract or otherwise; and
the terms “Controlling” and “Controlled” have the meanings correlative to the foregoing.





    -8- 


     


    

“Cost”
means the actual costs (determined in accordance with GAAP) paid to independent third parties by Borrower or any Guarantor in
the acquisition or development of Lots or construction of a Unit (or if the Lot or Unit was originally acquired by an
Affiliate of Parent from an independent third party and subsequently conveyed to Borrower or its Affiliate, the
“Cost” shall mean the actual cost paid to the independent third party and not the cost paid in the subsequent
conveyance). Further, in no event shall Cost include (a) projected costs and costs
for materials or labor not yet delivered to, provided to or incorporated in such Unit or Lots, (b) administrative costs
incurred by the Borrower or any Guarantor or Affiliate of Borrower in connection with (i) the marketing and selling of Units
and (ii) the administration, management and operation of the Borrower’s, Guarantors’ or Affiliate of
Borrower’s business or (c) any mark-up or profit of any amount or kind paid to members of the Borrowing Group or
Affiliates of the Borrowing Group in connection with the transfer of Lots or Units among members of the Borrowing Group or
Affiliates of the Borrowing Group.


 


“Credit
Bid” means to submit a bid at a public or private sale in connection with the purchase of all or any portion of the
applicable Collateral, in which any of the Obligations owing to the Lenders under this Agreement are used and applied as a credit
on account of the purchase price.


 


“Credit
Extension” means (a) a Revolving Loan or (b) an L/C Credit Extension.


 


“Debtor
Relief Law” means the Bankruptcy Code and all other liquidation, bankruptcy, assignment for the benefit of creditors,
conservatorship, moratorium, receivership, insolvency, rearrangement, reorganization or similar debtor relief laws of the U.S.
or other applicable jurisdictions in effect from time to time.


 


“Default”
means an Event of Default or an event which, with notice or lapse of time or both, would become an Event of Default.


 


“Default
Rate” means 5% per annum plus the Interest Rate.


 


“Defaulting Lender” means, subject to Section 2.20(b), any Lender that (a) has failed to (i) fund all or any
portion of its Revolving Loans within two (2) Business Days of the date such Revolving Loans were required to be funded hereunder
unless such Lender notifies the Administrative Agent and Borrower in writing that such failure is the result of such Lender’s
determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable
default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the
Issuing Bank, or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date
when due (including in respect of any participation in Letters of Credit), (b) has notified Borrower, the Administrative Agent,
or the Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder, or has made a public
statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Revolving
Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding
(which condition precedent, together with any applicable default, shall be





    -9- 


     


    

specifically
identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written
request by the Administrative Agent or Borrower, to confirm in writing to the Administrative Agent and Borrower that it will comply
with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant
to this clause (c) upon receipt of such written confirmation by the Administrative Agent and Borrower), or (d) has, or
has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii)
had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar
Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation
or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action;
provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity
interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership
interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from
the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject,
repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent
that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive
and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.20(b))
upon delivery of written notice of such determination to Borrower and each Lender.


 


“Draw
Request ” means a completed request, in form and substance satisfactory to Administrative Agent, from Borrower to Administrative
Agent requesting a Revolving Loan, together with such other documents and information as Administrative Agent may require from
time to time.


 


“EEA
Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country that
is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent
of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member
Country that is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject
to consolidated supervision with its parent.


 


“EEA
Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA
Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Effective
Date” means the date set forth on the first page of this Agreement.





    -10- 


     


    

“Eligibility
Certificate” means a certificate in the form attached hereto as Exhibit D, executed by Borrower.


 


“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.5(b)(iii),
(v) and (vi) (subject to such consents, if any, as may be required under Section 10.5(b)(iii)).


 


“Eligible
Assets” means Real Estate Inventory located in an Approved Subdivision, in each case owned in fee simple absolute by
Borrower or a Project Owner and that is (a) not subject to any Liens or Encumbrances other than Permitted Exceptions, and (b)
included in the most recent Borrowing Base Report submitted to Administrative Agent.


 


“Entitled
Land” means real property with respect to which all of the following are true: (a) the property has a zoning
classification approved by Administrative Agent and appropriate for the intended development of such property; (b) no
discretionary approvals from any Governmental Authority remain with respect to such zoning classification; and
(c) Borrower or the applicable Project Owner has prepared at least a tentative
map/preliminary subdivision plat (as applicable) which has been approved by Administrative Agent and applicable Governmental
Authorities.


 


“Environmental
Agreement” means (a) each Environmental Indemnity Agreement of even date herewith executed by Borrower, each Project
Owner, each Intermediate Entity, and Parent and LHI for the benefit of Administrative Agent and Lenders, as the same may be amended,
restated, supplemented or otherwise modified from time to time and (b) each other Environmental Indemnity Agreement or Environmental
Joinder Agreement executed in connection with other Approved Subdivisions by Borrower, the applicable Project Owners and Intermediate
Entities and Parent for the benefit of Administrative Agent and Lenders, as the same may be amended, restated, supplemented or
otherwise modified from time to time.


 


“Environmental Joinder Agreement” means each joinder agreement in the form attached to the Environmental Agreement
by the Subsidiary Guarantors pursuant to which a Restricted Subsidiary becomes an indemnitor pursuant to a Environmental Agreement
as each such agreement may be amended, modified, restated and renewed from time to time.


 


“Environmental
Laws” means any federal, state or local law, whether by common law, statute, ordinance, or regulation, pertaining to
health, industrial hygiene, or environmental conditions, including, without limitation, the Comprehensive Environmental Response
Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, et seq. (“CERCLA”); the Resource Conservation
and Recovery Act of 1976, 42 U.S.C. Section 6901, et seq. (“RCRA”); the Toxic Substances Control Act
of 1976, 15 U.S.C. Section 2501, et seq. (“TSCA”); the Superfund Amendments and Reauthorization Act
of 1986, Title III, 42 U.S.C. Section 11001, et seq. (“SARA”); the Clean Air Act, 42 U.S.C. 7401, et
seq.; the Federal Water Pollution Control Act, 33 U.S.C. Section 1251, et seq.; the Safe Drinking Water Act, 42 U.S.C.
Section 300f, et seq.; the Solid Waste Disposal Act, 42 U.S.C. Section 3251, et seq.; the Hazardous Materials Transportation
Act, 49 U.S.C. § 1801, et seq.; and all amendments thereto as of this date and to be added in the future; and





    -11- 


     


    

any
other federal, state, or local law, common law, statute, ordinance, administrative rule, general policy statement or guideline
of any regulatory agency, or regulation now in effect or hereinafter enacted that pertains to health, industrial hygiene, or the
regulation or protection of the environment.


 


“Equity Interest” means shares of capital stock, partnership interests, membership interests in a limited liability
company, beneficial interest in a trust or other equity ownership interest in a Person, and any warrants, options or other rights
entitling the holder thereof to purchase or acquire any such equity interest.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974.


 


“ERISA
Affiliate” means any trade or business (whether or not incorporated) under common control with Borrower within the meaning
of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412
of the Code or Section 302 of ERISA).


 


“ERISA
Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the failure by Borrower or any ERISA Affiliate
to meet all applicable requirements under the Pension Funding Rules or the filing of an application for the waiver of the minimum
funding standards under the Pension Funding Rules; (c) the incurrence by Borrower or any ERISA Affiliate of any liability pursuant
to Section 4063 or 4064 of ERISA or a cessation of operations with respect to a Pension Plan within the meaning of Section 4062(e)
of ERISA; (d) a complete or partial withdrawal by Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that
a Multiemployer Plan is in reorganization or insolvent (within the meaning of Title IV of ERISA); (e) the filing of a notice of
intent to terminate a Pension Plan under, or the treatment of a Pension Plan amendment as a termination under, Section 4041 of
ERISA; (f) the institution by the PBGC of proceedings to terminate a Pension Plan; (g) any event or condition that constitutes
grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (h)
the determination that any Pension Plan is in at-risk status (within the meaning of Section 430 of the Code or Section 303 of
ERISA) or that a Multiemployer Plan is in endangered or critical status (within the meaning of Section 432 of the Code or Section
305 of ERISA); (i) the imposition or incurrence of any liability under Title IV of ERISA, other than for PBGC premiums due but
not delinquent under Section 4007 of ERISA, upon Borrower or any ERISA Affiliate; (j) the engagement by Borrower or any ERISA
Affiliate in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; (k) the imposition of a lien upon
Borrower pursuant to Section 430(k) of the Code or Section 303(k) of ERISA; or (l) the making of an amendment to a Pension Plan
that could result in the posting of bond or security under Section 436(f)(1) of the Code.


 


“EU
Bail-In Legislation Schedule”  means the EU Bail-In Legislation Schedule published by the Loan Market Association (or
any successor person), as in effect from time to time.


 


“Event
of Default” means as defined in Section 8.1.





    -12- 


     


    

“Evergreen
Letter of Credit” has the meaning specified in Section 2.5(c).


 


“Excess
Payment Amount” means the amount by which a Release Payment for an Eligible Asset exceeds the Maximum Allowed Advance
for such Eligible Asset.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its applicable Lending Installation located in, the jurisdiction imposing such Tax (or any
political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding
Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Revolving Loan
or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Revolving Loan or
Commitment or (ii) such Lender changes its Lending Installation, and (c) any withholding Taxes imposed under FATCA.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof,
any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices
adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such
Sections of the Code.


 


“FCPA”
has the meaning specified in Section 5.1(r).


 


“Federal
Funds Effective Rate” means, for any day, the greater of (a) the rate calculated by the Federal Reserve Bank of New
York based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the Federal
Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business
Day by the Federal Reserve Bank of New York as the Federal funds effective rate and (b) 0%.


 


“Federal
Reserve Board” means the Board of Governors of the Federal Reserve System of the United States.


 


“Fee
Letter” means the fee letter, dated the same date as this Agreement, between Borrower and the Administrative Agent,
as amended, modified, restated and renewed from time to time.


 


“Finished
Lot”  means an individual Lot in an Approved Subdivision as designated on a subdivision plat or map (whether
preliminary or final) for the Approved Subdivision, with respect to which (a) the Lot Improvements are finished or
substantially finished and (b) there are no other unsatisfied Requirements in effect
to obtain building permits for the construction of Units in the Approved Subdivision.





    -13- 


     


    

“First
Payment Date” means February 5, 2020.


 


“Fiscal
Quarter” means each quarterly period in each Fiscal Year.


 


“Fiscal
Year” means the fiscal year of Borrower and Parent ending on each December 31.


 


“Floor
Rate” means a rate of interest equal to 5.25% per annum.


 


“Foreign
Lender” means any Lender that is not a U.S. Person.


 


“Foreign
Plan” means any employee pension benefit plan, program, policy, arrangement or agreement maintained or contributed to
by Borrower or any Subsidiary with respect to employees employed outside the United States (other than any governmental arrangement).


 


“Fronting
Exposure” means, at any time there is a Defaulting Lender, with respect to the Issuing Bank, such Defaulting Lender’s
Applicable Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by the Issuing Bank, other than
L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash
Collateralized in accordance with the terms hereof.


 


“Fund”
means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing
in commercial loans, bonds and similar extensions of credit in the ordinary course of its activities.


 


“GAAP”
means generally accepted accounting principles consistently applied.


 


“Governmental
Authority” means the government of the United States of America or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government
(including any supra-national bodies such as the European Union or the European Central Bank).


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to
purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof,
(c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor
so as to enable the primary obligor to pay such Indebtedness or other obligation, or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to





    -14- 


     


    

support
such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit
in the ordinary course of business.


 


“Guarantor”
means, individually and collectively, Parent, LHI and each Subsidiary Guarantor.


 


“Guarantor
Joinder Agreement” means each joinder agreement in the form attached to the Guaranty by the Subsidiary Guarantors pursuant
to which a Restricted Subsidiary becomes a Guarantor pursuant to a Guaranty as each such agreement may be amended, modified, restated
and renewed from time to time.


 


“Guaranty” means collectively (a) with respect to Parent and LHI, a payment guaranty dated as of the Effective Date on Administrative
Agent’s form; (b) with respect to each Person that is a Restricted Subsidiary of Borrower as of the Effective Date, payment
guaranties, dated as of the Effective Date, on Administrative Agent’s form; and (c) with respect to each Person that becomes
a Restricted Subsidiary of Borrower after the Effective Date, payment guaranties on Administrative Agent’s form or, at Administrative
Agent’s option, a Guarantor Joinder Agreement.


 


“Hazardous
Substance” means all of the following:


 


(a)       Any
substance, material, or waste that is included within the definitions of “hazardous substances”, “hazardous
materials”, “hazardous waste”, “toxic substances”, “toxic materials”, “toxic waste”,
or words of similar import in any Environmental Law;


 


(b)       Those
substances listed as hazardous substances by the United States Department of Transportation (or any successor agency) (49 C.F.R.
172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) (40 C.F.R. Part 302 and amendments
thereto); and


 


(c)       Any
substance, material, or waste that is petroleum, petroleum-related, or a petroleum by-product, asbestos or asbestos-containing
material, polychlorinated biphenyls, flammable, explosive, radioactive, freon gas, radon, or a pesticide, herbicide, or any other
agricultural chemical.


 


“Highest
Lawful Rate” means the maximum non-usurious interest rate, as in effect from time to time, which may be charged, contracted
for, reserved, received, or collected by the Lender in connection with this Agreement and the other Loan Documents, it being the
express intent of the parties hereto that such maximum non-usurious interest rate shall be determined, to the maximum extent permitted
by law, by the internal laws of the State of Arizona applicable to interest rates agreed to and contracted for in writing.


 


“Holdover
Maturity Date” has the meaning specified in Section 2.5.


 


“Impositions”
means any and all of the following:


 


(a)       Real
property taxes and assessments (general and special) assessed against or imposed upon or in respect of any of the Real Estate
Inventory or the Obligations;





    -15- 


     


    

(b)       Personal
property taxes assessed against or imposed upon or in respect of any of the Real Estate Inventory, the Collateral or the Obligations;


 


(c)       Other
taxes and assessments of any kind or nature that are assessed or imposed upon or in respect of the Real Estate Inventory, the
Collateral or the Obligations or that may result in a Lien or Encumbrance upon any of the Collateral or Real Estate Inventory
(including, without limitation, non-governmental assessments, levies, maintenance and other charges whether resulting from covenants,
conditions, and restrictions or otherwise, water and sewer rents and charges, assessments on any water stock, utility charges
and assessments, and owner association dues, fees, and levies);


 


(d)       Taxes
or assessments on any of the Collateral or Real Estate Inventory in lieu of or in addition to any of the foregoing;


 


(e)       Taxes on income, revenues, rents, issues, and profits, and franchise taxes; and


 


(f)       Assessment,
documentary, indebtedness, license, stamp, and revenue charges, fees, and taxes and any other fees or taxes imposed on Administrative
Agent or any Lender and measured by or based in whole or in part upon interest in Collateral, or any promissory note, guaranty,
or indebtedness secured by the Pledge Agreements or upon the nature or amount of the Obligations, excluding, however,
from all of the foregoing any estate, excess profits, franchise, income, inheritance, or similar tax levied on Administrative
Agent or any Lender.


 


“Improvements”
means any and all improvements now or hereafter constructed on the Approved Subdivisions, including, without limitation, Lot Improvements
and Units.


 


“Incremental
Commitment” has the meaning specified in Section 2.13(a).


 


“Incremental
Commitment Effective Date” has the meaning specified in Section 2.13(c).


 


“Incremental
Lender” has the meaning specified in Section 2.13(b).


 


“Indebtedness”
means (a) indebtedness or liability for borrowed money; (b) obligations evidenced by bonds, debentures, notes or similar
instruments; (c) obligations for the deferred purchase price of property or services (excluding trade obligations in the
ordinary course of business); (d) obligations under Capitalized Leases; (e) current liabilities, accounts payable, and
unfunded vested benefits under plans covered by ERISA; (f) obligations under letters of credit; (g) obligations under
acceptance facilities; (h) all guaranties, endorsements (other than for collection or deposit in the ordinary course of
business) and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any person
or entity, or otherwise to assure a creditor against loss; (i) obligations secured
by any Liens and Encumbrances whether or not the obligations have been assumed; (j) net obligations of such Person under any
Swap Contract, and (k) all other obligations that would be reported as a liability in accordance with GAAP. For all purposes
hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or





    -16- 


     


    

joint
venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general
partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation
under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.


 


“Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of
any obligation of Borrower under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.


 


“Index
Rate” means the rate of interest most recently publicly announced in the Western Edition of The Wall Street Journal
as the “prime rate”. Any change in the “prime rate” shall become effective as of the same date of
any such change.


 


“Intercompany
Subordination Agreement” means a Subordination Agreement with respect to all Indebtedness of Parent owing to any Affiliate
of Parent in form and content approved by Administrative Agent in its sole and absolute discretion.


 


“Interest
Payment Date” means the First Payment Date and the fifth day of each Calendar Month thereafter.


 


“Interest
Rate” means a rate of interest at all times equal to the greater of (a) 1.00% per annum above the Index Rate or (b)
the Floor Rate. The Interest Rate shall change from time to time as and when the Index Rate changes.


 


“Intermediate
Entities”  means each direct or indirect Subsidiary of Borrower that directly or indirectly owns or manages a Project
Owner.


 


“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a)
the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital
contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation
or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant
to which the investor incurs Indebtedness in respect of such other Person, or (c) the purchase or other acquisition (in one transaction
or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting
a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment
shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment
but giving effect to any returns or distributions of capital or repayment of principal actually received in case by such Person
with respect thereto.


 


“Involuntary
Lien” means any Lien or Encumbrance (for clarity, to include mechanic’s and materialmen’s liens) securing
the payment of money or the performance of any other obligation created involuntarily under any Law and any claim of any such
Lien or Encumbrance.





    -17- 


     


    

“IRS”
means the United States Internal Revenue Service.


 


“ISP”
means the International Standby Practices, International Chamber of Commerce Publication No. 590 (ISP 98) (or such later version
thereof as may be in effect at the applicable time).


 


“Issuing
Bank” means Western Alliance Bank, an Arizona corporation, in its capacity as issuer of Letters of Credit hereunder,
and each other Lender (if any) appointed as the Issuing Bank pursuant to Section 2.5(k); provided that such Lender
has agreed to be the Issuing Bank.


 


“Joinder
Agreement” means a joinder or similar agreement in form satisfactory to Administrative Agent entered into by any Person
(including any Lender) under Section 2.13 pursuant to which such Person shall provide an Incremental Commitment hereunder
and (if such Person is not then a Lender) shall become a Lender party hereto.


 


“Land
Development Subdivision” means an Approved Subdivision for which fewer than 25% of the total Lots described in the Eligibility
Certificate have been classified as Units.


 


“Land
Seller Documents” means, with respect to an Approved Subdivision, development covenants, profit or price participation
agreements and other similar rights of a land seller or master developer.


 


“Law”
means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, guideline, order, injunction,
writ, decree, or award of any Governmental Authority with jurisdiction.


 


“L/C
Commitment Expiration Date” means the date that is one year before the Maturity Date (as the Maturity Date may be extended
from time to time).


 


“L/C
Credit Extension” means, with respect to any Letter of Credit, the issuance or renewal thereof or the extension of the
expiry date thereof, or the reinstatement or increase of the amount thereof.


 


“L/C
Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit.


 


“L/C
Documents” means, as to any Letter of Credit, each application therefor and any other document, agreement and instrument
entered into by the Borrower or a Project Owner with or in favor of the Issuing Bank and relating to such Letter of Credit.


 


“L/C
Fee” has the meaning specified in Section 2.14(c).


 


“L/C
Obligations” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at
such time, including any automatic or scheduled increases provided for by the terms of such Letters of Credit, determined without
regard to whether any conditions to drawing could be met at that time, plus (b) the aggregate amount





    -18- 


     


    

of
all L/C Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The L/C Obligations of any
Lender at any time shall be its Applicable Percentage of the total L/C Obligations at such time. For all purposes of this Agreement,
if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason
of the operation of Article 29(a) of the UCP or Rule 3.13 or Rule 3.14 of the ISP or similar terms of the Letter of Credit itself,
or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding”
and “undrawn” in the amount so remaining available to be paid, and the obligations of the Borrower and each Lender
shall remain in full force and effect until the Issuing Bank and the Lenders shall have no further obligations to make any payments
or disbursements under any circumstances with respect to any Letter of Credit.


 


“L/C
Sublimit” means an amount equal to the lesser of (a) $10,000,000 and (b) the total amount of the Commitments. The L/C
Sublimit is part of, and not in addition to, the Revolving Facility.


 


“Lenders”
means the Persons listed on Schedule 1 and any other Person that has become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.


 


“Lending
Installation” means, with respect to a Lender or the Administrative Agent, the office, branch, subsidiary, or affiliate
of such Lender or the Administrative Agent listed on the signature pages hereto or on a Schedule or otherwise selected by such
Lender or the Administrative Agent pursuant to Section 2.9.


 


“Letter
of Credit” means any standby letter of credit issued hereunder.


 


“LHI”
means Landsea Homes, Incorporated, a Delaware corporation.


 


“Lien”,  “Lien or Encumbrance” and “Liens and Encumbrances” mean, respectively, each
and all of the following:


 


(a)       Any lease or other right to use;


 


(b)       Any
assignment as security, conditional sale, grant in trust, lien, mortgage, pledge, security interest, title retention arrangement,
other encumbrance, or other interest or right securing the payment of money or the performance of any other liability or obligation,
whether voluntarily or involuntarily created (including, without limitation, Involuntary Liens) and whether arising by agreement,
document, or instrument, under any law, ordinance, regulation, or rule (federal, state, or local), or otherwise; and


 


(c)       Any option, right of first refusal, or other interest or right.


 


“Loan”
means the Revolving Loans made by Lenders to Borrower pursuant to this Agreement.


 


“Loan
Documents” means this Agreement, each Eligibility Certificate, each Note, each Pledge Agreement, each Environmental
Agreement, each Guaranty, the L/C





    -19- 


     


    

Documents,
any agreement creating or perfecting rights in Cash Collateral, and any other agreements, assignments, documents or instruments
now or hereafter evidencing, guarantying or securing the Obligations, any and all Revolving Loans and any and all L/C Obligations,
as such documents may be amended, restated, supplemented or otherwise modified from time to time, but Loan Documents shall not
include any Swap Contracts or agreements governing Bank Product Liabilities.


 


“Loan
Party” means Borrower, each Guarantor and each other Person that becomes primarily or secondarily obligated with respect
to the Obligations at any time or that provides security for the payment or performance of the Obligations.


 


“Lot”
means, with respect to each Approved Subdivision, an individual lot designated as such on a subdivision plat or map (whether preliminary
or final) for the Approved Subdivision and with respect to which a Unit has been constructed or is under construction. Unless
the context otherwise requires the term “Lot” refers generally to an A&D Lot or Finished Lot and to a subdivided
lot after the transfer of an A&D Lot or Finished Lot for Unit construction and the inclusion of the subdivided lot in Eligible
Assets as a Unit.


 


“Lot
Eligibility Date”  means, with respect to each A&D Lot or Finished Lot, as applicable, the date such Lot is first
included as Eligible Assets as an A&D Lot or Finished Lot.


 


“Lot
Improvements”  means, with respect to each Approved Subdivision, the improvements which may exist or which are to be
constructed (including, without limitation, curbs, grading, landscaping, sprinklers, storm and sanitary sewers, paving, sidewalks,
and utilities) necessary to make the Approved Subdivision suitable for the construction of single family homes, and any common
area improvements for the Approved Subdivision which may exist or which are to be constructed, together with the associated fixtures
and other tangible personal property located or used in or on land on which such improvements are constructed. For clarity, Lot
Improvements do not include the Units constructed or to be constructed on Lots.


 


“Lot
Limit” means the total number of Lots to be developed within a Subdivision as provided in the Eligibility Certificate
for such Subdivision. The Lot Limit for each Approved Subdivision that is a Land Development Subdivision will be reduced periodically
as provided in Section 3.4(b).


 


“Lot
Limit Reduction Date” means, with respect to each Approved Subdivision, each date on which the applicable Lot Limit
for such Approved Subdivision is reduced as provided in Section 3.4(b), which commences after the end of the ninth calendar
month following the first applicable Lot Eligibility Date for such Approved Subdivision, and continues on the last day of each
third month thereafter.


 


“Lot
Term” means the period of time during which Lots may be included as Eligible Assets in the Borrowing Base pursuant to
Section 3.2.





    -20- 


     


    

“Margin
Value”  means, for any Eligible Asset, the “Margin Value” of such Eligible Asset as provided in Section
3.1(a), but subject to the limitations provided in this Agreement.


 


“Material
Adverse Change” means any change in the assets, liabilities, financial condition, or results of operations of Borrower,
any other Loan Party or the owners of the Equity Interests in Borrower or any other Loan Party, any other event or condition with
respect to Borrower, any other Loan Party, such owners of Equity Interests, or any change in sales of Units, development of Lots
and Units, costs and expenses with respect to such development of Lots and Units with respect to any Approved Subdivision that
Administrative Agent, in its reasonable discretion, determines would materially and adversely affect any of the following: (a)
the likelihood of performance by Borrower or any other Loan Party of any of the Obligations or the ability of Borrower or any
other Loan Party to perform such Obligations, (b) the likelihood of performance by any such owners of Equity Interests of any
of their material obligations to Borrower or any other Loan Party (including, without limitation, the obligation to make capital
contributions to Borrower or any other Loan Party), (c) the likelihood that sales of Units in any Approved Subdivision will meet
the requirements of this Agreement or that the costs and expenses of developing such Units will be within the budgets provided
by Borrower to Administrative Agent when the applicable property was classified as an Approved Subdivision, (d) the legality,
validity or binding nature of any of the Obligations of Borrower or any other Loan Party, (e) any Lien or Encumbrance securing
any of such Obligations, or (f) the priority of any Lien or Encumbrance securing any of such Obligations.


 


“Maturity
Date” means January 15, 2023, as such date may be extended pursuant to Section 2.7(a).


 


“Maximum Allowed Advance” means, for any Eligible Asset, (a) the advance rate for such Eligible Asset as provided
in Section 3.1(a) multiplied by (b) the Budgeted Cost of such Eligible Asset, subject, in each case, to the limitations
set forth in Section 3.1(a) or otherwise in this Agreement.


 


“Minimum
Collateral Amount”  means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances,
an amount equal to 105% of the Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding
at such time and (b) otherwise, an amount determined by Administrative Agent and the Issuing Bank in their sole discretion.


 


“Model
Unit” means a residential dwelling located in an Approved Subdivision which is open to the general public for viewing
purposes and which is not typically available for sale until substantially all units in such Approved Subdivision are sold.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“MSA”
means a primary metropolitan statistical area (or metropolitan statistical area) as defined by the United States Census Bureau.





    -21- 


     


    

“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which Borrower or any
ERISA Affiliate makes or is obligated to make contributions, during the preceding five plan years has made or been obligated to
make contributions, or has any liability.


 


“Multiple
Employer Plan”  means a Plan with respect to which Borrower or any ERISA Affiliate is a contributing sponsor, and that
has two or more contributing sponsors at least two of whom are not under common control, as such a plan is described in Section
4064 of ERISA.


 


“Net
Income” means, for any Person, the net income (or loss) of the Person and its consolidated Subsidiaries for the subject
period in accordance with GAAP; provided, however, that net income shall exclude (a) extraordinary gains and extraordinary losses
for such period, and (b) the net income of any Subsidiary of Parent during such period to the extent that the declaration or payment
of dividends or similar distributions by such subsidiary of such income is not permitted by operation of the terms of its organization
documents or any agreement, instrument or law applicable to such subsidiary during such period.


 


“Net
Sales Proceeds” means in the case of any Real Estate Inventory, the gross sales price of the Real Estate Inventory (including,
without limitation, all options and upgrades) set forth in the Purchase Contract for such Real Estate Inventory, less (a) customary
tax and assessment prorations, (b) reasonable and customary real estate brokerage commissions paid to third party brokers unaffiliated
with Borrower, (c) reasonable and customary closing costs, including title insurance premiums and reasonable attorneys’
fees paid by Borrower or the applicable Project Owner, and (d) in the case of a Unit sale, the sales concessions and price reductions
granted by Borrower or the applicable Project Owner to the purchaser of the Unit in the ordinary course of business.


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all
or all affected Lenders in accordance with the terms of Section 10.2 and (b) has been approved by the Required Lenders.


 


“Non-Defaulting
Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.


 


“Note”
means each promissory note issued by Borrower pursuant to this Agreement to evidence the Revolving Loans.


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, Borrower arising under this Agreement, any
other Loan Document, or otherwise with respect to any Revolving Loan or Letter of Credit, whether direct or indirect (including
those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest
and fees that accrue after the commencement by or against Borrower or any Affiliate thereof of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless





    -22- 


     


    

of
whether such interest and fees are allowed claims in such proceeding. Without limiting the foregoing, the Obligations include
(a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, indemnities and other amounts
payable by Borrower under any Loan Document; (b) the obligation of Borrower to reimburse any amount in respect of any of the foregoing
that the Administrative Agent or any Lender, in each case in its sole discretion, may elect to pay or advance on behalf of Borrower;
and (c) all L/C Obligations of Borrower and all reimbursement and other obligations of Borrower and each other Loan Party in respect
of Letters of Credit at any time arising. In addition, “Obligations” includes all Bank Product Liabilities.


 


“Organizational
Documents” means (a) as to any corporation, the charter or certificate or articles of incorporation and the bylaws (or
equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) as to any limited liability company,
the certificate or articles of formation or organization and operating or limited liability agreement and (c) as to any partnership,
joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation
or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or
organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable,
any certificate or articles of formation or organization of such entity.


 


“Other
Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection
between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed,
delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest
under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan
or Loan Document).


 


“Other
Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt
or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other
Connection Taxes imposed with respect to an assignment.


 


“Outstanding
Credit Exposure” means at any time the aggregate outstanding principal amount of Revolving Loans and L/C Obligations
outstanding at such time.


 


“Parent”
means Landsea Holdings Corporation, a Delaware corporation.


 


“Parent
Guarantor” means Parent.


 


“Participant”
has the meaning specified in Section 10.5(d).


 


“Participant
Register” has the meaning specified in Section 10.5(d).





    -23- 


     


    

“PATRIOT
Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension
Act” means the Pension Protection Act of 2006.


 


“Pension
Funding Rules” means the rules of the Code and ERISA regarding minimum funding standards and minimum required contributions
(including any installment payment thereof) to Pension Plans and Multiemployer Plans and set forth in, with respect to plan years
ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior
to the Pension Act and, thereafter, Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.


 


“Pension
Plan” means any employee pension benefit plan (including a Multiple Employer Plan, but excluding a Multiemployer Plan)
that is maintained or is contributed to by Borrower or any ERISA Affiliate and is either covered by Title IV of ERISA or is subject
to the minimum funding standards under Section 412 of the Code.


 


“Permitted
Exceptions” means:


 


(a)       Involuntary Liens for Impositions that are not delinquent;


 


(b)       Involuntary
Liens (other than for Impositions) with respect to which Borrower satisfies each of the following requirements: (i) Borrower diligently
contests the validity of such Involuntary Lien in good faith by appropriate legal proceedings and after setting aside adequate
reserves to pay such amounts, (ii) Borrower gives written notice to Administrative Agent of Borrower’s intent to contest
or object to the same, (iii) Borrower demonstrates to Administrative Agent’s satisfaction that the procedures will conclusively
operate to prevent the sale of any part of the Real Estate Inventory in order to satisfy the Involuntary Lien prior to the final
determination of such proceedings, (iv) the aggregate amount of such Involuntary Liens with respect to the Borrowing Group as
a whole does not exceed $250,000.00 (unless otherwise approved by Administrative Agent), and (v) Borrower takes any and all other
actions (including, without limitation, obtaining bonds or other security) as Administrative Agent may deem necessary or appropriate
in order to prevent the sale of any Real Estate Inventory to satisfy the Involuntary Lien and prevent any impairment of any such
Real Estate Inventory or, if such Real Estate Inventory is Eligible Assets, Borrower removes the affected Real Estate Inventory
from the Borrowing Base;


 


(c)       Utility
easements, rights of way, zoning restrictions, covenants, conditions, restrictions, reservations, condominium declarations, plat
maps and replats (provided that such plats and replats are consistent with the overall development plans for the applicable
Approved Subdivision) and such other burdens, encumbrances or charges, or other minor irregularities of title, as are of a nature
generally existing with respect to properties of a similar character and which do not in any material way interfere with the use
thereof or the





    -24- 


     


    

sale
thereof in the ordinary course of business of Borrower or the applicable Project Owner or materially detract from the value of
the applicable Real Estate Inventory;


 


(d)       Land Seller Documents; and


 


(e)       the Pledge Agreement.


 


provided,
in no case will Permitted Exceptions include Liens or Encumbrances securing any Indebtedness, Guarantee, or indemnity obligations
of any Person.


 


“Permitted
Investments”  means (a) Cash Equivalent Investments; (b) Investments in Approved Subdivisions and the construction of
Units; and (c) Investment by Borrower in Project Owners and Intermediate Entities to fund Approved Lines of Business, provided
such Project Owners and Intermediate Entities are Subsidiary Guarantors, and Administrative Agent has been granted a first priority
Lien in the Equity Interests of such Project Owners and Intermediate Entities pursuant to a Pledge Agreement.


 


“Permitted
Subordinated Debt” means the Indebtedness subject to subordination in the Intercompany Subordination Agreement.


 


“Person”
means a natural person, a partnership, a joint venture, an unincorporated association, a limited liability company, a corporation,
a trust, any other legal entity, or any Governmental Authority.


 


“Plan”
means any employee benefit plan within the meaning of Section 3(3) of ERISA, maintained for employees of Borrower or any Subsidiary,
or any such plan to which Borrower or any Subsidiary is required to contribute on behalf of any of its employees or with respect
to which Borrower has any liability.


 


“Platform”
means Debt Domain, Intralinks, Syndtrak, DebtX or a substantially similar electronic transmission system.


 


“Pledge
Agreement” means collectively (a) with respect to LHI, a pledge agreement dated as of the Effective Date on Administrative
Agent’s form, pursuant to which LHI has granted to Administrative Agent a security interest in the Equity Interests in Borrower;
(b) with respect to Borrower and each Person that owns any Equity Interest in a Restricted Subsidiary of Borrower as of the Effective
Date, a pledge agreement, dated as of the Effective Date, on Administrative Agent’s form; and (c) with respect to each Person
that becomes a Restricted Subsidiary of Borrower after the Effective Date, a pledge agreement on Administrative Agent’s
form or, at Administrative Agent’s option, a Pledge Joinder Agreement granting a security interest in such Restricted Subsidiary.


 


“Pledge
Joinder Agreement” means each joinder agreement on Administrative Agent’s form pursuant to which a Restricted
Subsidiary joins in a Pledge Agreement as a “pledgor” as each such agreement may be amended, modified, restated and
renewed from time to time.


 


“Presold
Unit” means a Unit that is subject to a Purchase Contract.





    -25- 


     


    

“Product
Line” means a group of Units which, in the ordinary course of Borrower’s or the applicable Project Owner’s
business are marketed together under a common plan or plans based upon the type of Unit constructed and the price of such Units.


 


“Project
Owner” means each directly or indirectly Wholly-Owned Subsidiary of Borrower that is the owner of an Approved Subdivision
and is a Subsidiary Guarantor.


 


“Protective
Advance” means amounts advanced by Administrative Agent or Lenders to pay the following amounts:


 


(a)       All
amounts that are necessary to protect the validity, priority and enforceability of the Liens and Encumbrances in favor of Administrative
Agent for the benefit of Lenders arising pursuant to the Loan Documents;


 


(b)       All
amounts that are necessary to protect the Project Owners interest in the Approved Subdivisions (such amounts to include, without
limitation, payment of taxes, assessments and other Liens and Encumbrances affecting the Approved Subdivisions); and


 


(c)       All
insurance premiums that are necessary to insure the Approved Subdivisions against loss, damage or destruction pursuant to the
requirements of the Loan Documents.


 


“Purchase
Contract” means a bona fide written agreement between Borrower or the applicable Project Owner and a purchaser who is
not an Affiliate of Borrower or the applicable Project Owner entered into in the ordinary course of Borrower’s or the applicable
Project Owner’s business and pursuant to which such purchaser has agreed to purchase Real Estate Inventory, and, in the
case of a Unit, which agreement (a) shall be accompanied by a cash earnest money deposit or down payment of at least $10,000,
(b) shall be with a purchaser who is using cash to purchase the Unit or has been prequalified for a purchase money loan by Borrower
or a mortgage broker, mortgage banker or other residential lending institution, and (c) shall not be subject to contingencies
(other than customary contingencies applicable to a closing such as delivery of transfer documents).


 


“Real
Estate Inventory” means the A&D Lots, Finished Lots and Units owned, in fee simple absolute, by a member of the
Borrowing Group.


 


“Recipient”
means (a) the Administrative Agent, (b) the Issuing Bank, or (c) any Lender, as applicable.


 


“Reclassification
Adjustment” means, for any Unit reclassified as to type pursuant to any provision of this Agreement, a change in the
Maximum Allowed Advance for such Unit to the Maximum Allowed Advance applicable to the type of Unit as so reclassified.


 


“Register”
has the meaning specified in Section 10.5(c).


 


“Regulation
U” means Regulation U of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.





    -26- 


     


    

“Related
Party” means with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees,
agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.


 


“Release
Payment” means as defined in Section 2.4(e).


 


“Remargining
Payment” means as defined in Section 2.18(c).


 


“Removal
Effective Date” has the meaning specified in Section 9.6(b).


 


“Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice
period has been waived.


 


“Required
Lenders”  means, at any time, Lenders having Total Credit Exposures representing more than 66 2/3% of the Total Credit
Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders
at any time. Notwithstanding the foregoing, at any time that there is only one Lender in addition to Western Alliance Bank, Required
Lenders shall mean both of the Lenders (other than Defaulting Lenders).


 


“Required
Tangible Net Worth”  means (a) as of December 31, 2019, March 31, 2020, June 30, 2020, and September 30, 2020, an amount
equal to 50% of Parent’s Tangible Net Worth as of December 31, 2019 (the “Baseline Net Worth”); and (b)
as of December 31, 2020, and the end of each Fiscal Quarter thereafter, an amount equal to the sum of (i) the Baseline Net Worth
plus (ii) the cumulative amount of 50% of the Parent’s Net Income for each Fiscal Year ending after December 31, 2019; provided,
if in any Fiscal Year, Parent’s Net Income is less than $0, the Net Income amount for such Fiscal Year will be excluded
from the Required Tangible Net Worth.


 


“Requirements”
means (a) any and all obligations, requirements, restrictions and other terms and conditions in effect now or in the future by
which Borrower, any Loan Party or any or all of the Real Estate Inventory is bound or which are otherwise applicable to any or
all of the Real Estate Inventory, construction of any Lot Improvements or Units, or occupancy, operation, ownership, or use of
Lots or Units, (b) other terms and conditions, restrictions, and requirements imposed by any law, ordinance, regulation, or rule
(federal, state, or local), (c) any Approvals and Permits, (d) any Permitted Exceptions, (e) any condition, covenant, restriction,
easement, right-of-way, or reservation applicable to such Real Estate Inventory, (f) any insurance policies, (g) any other agreement,
document, or instrument to which Borrower is a party or by which Borrower, any Project Owner, any other Loan Party, or any of
the Real Estate Inventory or Collateral or the business or operations of Borrower or any other Loan Party is bound, or (h) any
judgment, order, or decree of any arbitrator, other private adjudicator, or Governmental Authority to which Borrower or any other
Loan Party is a party or by which Borrower, any other Loan Party or any of the Real Estate Inventory or Collateral is bound.


 


“Resignation
Effective Date” has the meaning specified in Section 9.6(a).





    -27- 


     


    

“Responsible
Officer” means (a) the chief executive officer, president, executive vice president, senior vice president, or
chief financial officer of the applicable Loan Party, (b) solely for purposes of the delivery of incumbency certificates and
certified Organizational Documents and resolutions pursuant to Section 4.1, any senior vice president, vice president,
secretary or assistant secretary of the applicable Loan Party and (c) solely for
purposes of Draw Requests, requests for L/C Extensions, prepayment notices and notices for Commitment terminations or
reductions given pursuant to Article 2, any other officer or employee of the applicable Loan Party so designated from
time to time by one of the officers described in clause (a) in a notice to the Administrative Agent (together with
evidence of the authority and capacity of each such Person to so act in form and substance satisfactory to the Administrative
Agent). Any document delivered hereunder that is signed by a Responsible Officer of the applicable Loan Party shall be
conclusively presumed to have been authorized by all necessary corporate, partnership or other action on the part of the Loan
Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Loan Party.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interest of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interest,
or on account of any return of capital to such Person’s shareholders, partners or members (or the equivalent Persons thereof).


 


“Restricted
Subsidiaries” means the Subsidiaries of Borrower.


 


“Revolving
Facility” means the Commitment and all Credit Extensions thereunder.


 


“Revolving
Loans” means each advance of the Loan to Borrower by the Lenders under this Agreement.


 


“Sale
Leaseback Transaction” means any sale or other transfer of Model Units by a Project Owner with the intent to lease such
Model Units as lessee.


 


“S&P”
means Standard & Poor’s Ratings Services, Inc.


 


“Solvent”
means, as to any Person as of any date of determination, that on such date (a) the fair value of the property of such Person is
greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable
value of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts
as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities
beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in a business
or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute
an unreasonably small capital. The amount of any contingent liability at any time shall be computed as the amount that, in light
of all





    -28- 


     


    

of
the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or
matured liability.


 


“Spec
Unit”  means a Unit constructed for the purpose of addition to Borrower’s or a Project Owner’s inventory
of Units and which is not subject to a Purchase Contract and is not a Model Unit.


 


“Subdivision”
means a group of Lots owned by a Project Owner that are intended to be marketed and sold as a single Product Line or otherwise
marketed and sold together regardless of whether Units in such group of Lots are to be constructed at the same time or in phases.
If required by Administrative Agent, Subdivisions located in the same area and similar in product and market segment shall be
treated as a single Subdivision.


 


“Subdivision
Model Limit” means with respect to each Approved Subdivision 5 Model Units.


 


“Subdivision
Spec Limit” means, as follows with respect to each Approved Subdivisions: (a) for Subdivisions in which there is one
Product Line, the Subdivision Spec Limit will be 10% of the total Unit amount constructed or to be constructed in such Subdivision
in accordance with the Unit Plans and Specifications; and (b) for Subdivisions in which there is more than one Product Line, the
Subdivision Limit will be 10% of the total Unit amount constructed or to be constructed in accordance with the Unit Plans and
Specifications, provided Administrative Agent may designate a different Subdivision Spec Limit as provided in a writing signed
by Administrative Agent upon the Subdivision becoming an Approved Subdivision. In each case, the Subdivision Spec Limit will be
rounded down to the nearest whole Unit.


 


“Subordinated
Debt” means Indebtedness of a Loan Party that has been subordinated to the Obligations (and any Liens and Encumbrances
securing the Obligations) in a manner and pursuant to such documents as Administrative Agent may require in its sole and absolute
discretion.


 


“Subsidiary”
of a Person means a corporation, partnership, limited liability company, association or joint venture or other business entity
of which a majority of the Equity Interests having ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the happening of a contingency) are at the time owned
or the management of which is controlled, directly, or indirectly through one or more intermediaries, by such Person. Unless otherwise
specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or
Subsidiaries of Borrower.


 


“Subsidiary
Guarantor” means each Project Owner and each Intermediate Entity that is Wholly-Owned by Borrower and has executed a
Guaranty in favor of Administrative Agent and Lenders.


 


“Swap
Contract”  means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price





    -29- 


     


    

or
bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward
foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any
master agreement, and (b) any and all transactions of any kind, and the related confirmations, that are subject to the terms and
conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association,
Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master
Agreement.


 


“Swap
Termination Value” means, as to any one or more Swap Contracts, after taking into account the effect of any legally
enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have
been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior
to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts,
as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such
Swap Contracts (which may include a Lender or any Affiliate of a Lender).


 


“Tangible
Net Worth” means the sum of (a) the Parent’s consolidated total assets; minus (b) intangible assets (goodwill,
patents, trademarks, trade names, organizational expense, treasury stock, monies due from affiliates, officers, directors or shareholders
of Parent and other intangibles); minus (c) Consolidated Debt of Parent, plus (d) the Subordinated Debt pursuant to the Intercompany
Subordination Agreement and (without duplication) accrued unpaid interest on such Subordinated Debt.


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable
thereto.


 


“Title
Company”  means a title insurance company authorized under Applicable Law to issue a policy of title insurance for the
Approved Subdivisions.


 


“Title
Policy” means an owners title insurance policy in the form of an American Land Title Association Loan Policy (2006 or
equivalent) extended coverage (without revision, modification or amendment) issued by a Title Company, insuring a Project Owner
owns the applicable Subdivision in fee simple absolute, subject only to Permitted Exceptions.


 


“Total
Credit Exposure” means, as to any Lender at any time, the unused Commitments and Outstanding Credit Exposure of such
Lender at such time.





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“UCP”
means the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such
later version thereof as may be in effect at the applicable time).


 


“Undrawn
Availability” means as of each date of determination, (a) the Available Loan Commitment minus (b) the Outstanding Credit
Exposure at such time.


 


“Unit” means a residential dwelling constructed or to be constructed on a Lot, together with the underlying Lot.


 


“Unit
Budget” means, collectively, the budgets setting forth the construction costs with respect to each Unit.


 


“Unit Construction Threshold” means, with respect to a Unit, not less than 5% of the Cost to construct such Unit as
provided in the applicable Unit Budget has been incurred by the Borrowing Group (excluding the cost of Lot Improvements associated
with such Unit).


 


“Unit
Eligibility Date” means, with respect to each Unit, the date on which that Unit is first included in Eligible Assets
as a Unit pursuant to this Agreement, as reflected on the Borrowing Base Report, and regardless of whether (a) periods exist during
which such Unit is not included as Eligible Assets or (b) such Unit is subsequently reclassified pursuant to Article 3.


 


“Unit
Lot Cost” means, with respect to each Unit, the Acquisition Cost and lot development cost as set forth in the applicable
Unit Budget.


 


“Unit
Plans and Specifications” means plans and specifications for construction of a particular type of Unit that have been
prepared by an architect, together with any amendments or modifications to those plans and specifications.


 


“Unit
Term” means the period of time which Units may be included as Eligible Assets in the Borrowing Base pursuant to Section
3.3.


 


“United
States” and “U.S.” mean the United States of America.


 


“U.S.
Borrower” means any Borrower that is a U.S. Person.


 


“U.S.
Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 


“U.S.
Tax Compliance Certificate” has the meaning specified in Section 2.11(g).


 


“Wholly-
Owned” means, as to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of
which are owned by such Person and/or by one or more Wholly-Owned Subsidiaries of such Person.


 


“Withholding
Agent” means Borrower and the Administrative Agent.





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“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of
such EEA Resolution Authority from time to time under the Bail- In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


1.2          No Presumption Against Any Party . Neither this Agreement nor any other Loan Document nor any uncertainty or ambiguity
herein or therein shall be construed or resolved using any presumption against any party hereto or thereto, whether under any
rule of construction or otherwise. On the contrary, this Agreement and the other Loan Documents have been reviewed by each of
the parties and their counsel and, in the case of any ambiguity or uncertainty, shall be construed and interpreted, according
to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties hereto.


 


1.3          Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed
as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any
Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof”
and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not
to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation
herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time,
and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
In this Agreement, with respect to the computation of periods of time from a specified date to a later specified date, the word
“from” means “from and including” and the words “to” and “until” each mean “through
and including.” Periods of days referred to in this Agreement shall be counted in calendar days unless otherwise stated.


 


1.4          Accounting
Terms; Changes in GAAP.


 


(a)       Accounting
Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall be
construed in conformity with GAAP. Financial statements and other information required to be delivered by Borrower to the
Administrative Agent pursuant to this Agreement and the other Loan Documents shall be prepared in accordance with GAAP as in
effect at the time of such preparation. Notwithstanding any other provision contained herein, all terms of an accounting or
financial nature used herein shall be construed, and all computations of financial covenants, shall be made, without giving
effect to any election under Accounting Standards




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Codification
825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities
of any Loan Party at “fair value.”


 


(b)       Changes
in GAAP. If Borrower notifies the Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate
the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision
(or if the Administrative Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended in accordance herewith.


 


1.5          Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware
law (or any comparable event under a different jurisdiction’s laws, if and to the extent the laws of any such other jurisdiction
are applicable), if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability
of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person and
shall be subject to all terms and provisions of the Loan Documents restricting, limiting or otherwise governing transfers of assets
and other property and delegation of duties or other obligations.


 


1.6          Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed
to be the amount of such Letter of Credit that may under any circumstances be available to be drawn at such time; provided
that with respect to any Letter of Credit that, by its terms or the terms of any L/C Document related thereto, provides for
one or more automatic increases in the available amount thereof (without in any way obligating the Issuing Bank to approve or
issue any such Letter of Credit), the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter
of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such time.


 


ARTICLE
2

COMMITMENTS AND CREDIT EXTENSIONS


 


2.1          Commitments.


 


(a)       Loans.
Subject to the terms and conditions of this Agreement and from time to time prior to the Maturity Date, each Lender, severally
and not jointly, agrees to make Revolving Loans.


 


(b)       Revolving
Nature of Loan. The Commitments of Lenders to make Revolving Loans shall constitute a revolving line of credit and Revolving
Loans repaid may be reborrowed on a revolving basis through the Maturity Date. Although the outstanding principal of the Obligations
may be zero from time to time, the Loan Documents will remain in full force and effect until all obligations of each Lender to
make Revolving Loans and all other Commitments of Lenders expire and all Obligations are paid and performed in full.





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(c)       Ratable
Loans. Each Revolving Loan hereunder shall consist of loans made from the several Lenders in proportion to the Commitment
of each Lender.


 


2.2          Prepayment
of Loans.


 


(a)       Right
to Prepay. Borrower shall have the right at any time and from time to time to prepay any outstanding principal in whole or
in part, subject to prior notice in accordance with Section 2.2(b).


 


(b)       Method
of Prepayment. Prepayments (other than mandatory prepayments) shall be in a minimum aggregate amount of $100,000 or any integral
multiple of $100,000 in excess thereof and Borrower shall give notice to the Administrative Agent of a prepayment not later than
11:00 a.m. (Phoenix, Arizona time) one (1) Business Day before the date of prepayment. Each such notice shall be irrevocable and
shall specify the prepayment date and the principal amount to be prepaid. Prepayments shall be accompanied by accrued interest
on the amount prepaid.


 


2.3          Interest.


 


(a)       Interest Rate. Each Revolving Loan shall bear interest at the Interest Rate.


 


(b)       Default
Rate. Notwithstanding the foregoing, if any principal of or interest on any Revolving Loan or any fee or other amount payable
by Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall
bear interest, after as well as before judgment, at the Default Rate. In addition, from and after an Event of Default, all Obligations
not paid when due shall bear interest at the Default Rate.


 


(c)       Late
Fee. If any payment of interest and/or principal is not received by Administrative Agent when such payment is due, then
in addition to the remedies conferred upon Administrative Agents and the Lenders pursuant to this Agreement and the other
Loan Documents, (i) a late charge of 5% of the amount due and unpaid or $10.00, whichever is greater (the “Late
Fee”), will be added to the delinquent amount for any payment past due in excess of ten (10) days, regardless of
any notice and cure periods, and (ii) the amount due and unpaid (including, without
limitation, the unpaid Late Fee) shall bear interest at the Default Rate, computed from the date on which the amount was due
and payable until paid. Notwithstanding the foregoing the Late Fee will not apply to a balloon payment of principal due upon
the maturity of the Loan. Borrower acknowledges and agrees that (A) the Late Fee is not a penalty; (B) is intended to
compensate Administrative Agent and Lenders for the internal administrative costs and expenses of monitoring, handling and
processing late payments (including, for example, staff costs arising from internal and regulatory reporting of
delinquencies, additional underwriting analysis, in-house legal review, and credit committee reviews) over and above the
economic costs associated with the loss of use of money and out of pocket costs otherwise subject to reimbursement pursuant
to this Agreement and the other Loan Documents; (C) the amount of the Late Fee is a reasonable forecast of just compensation
for the harm caused by the





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failure
to timely make the applicable payment; and (D) the actual damage is incapable or very difficult of accurate estimation.


 


(d)       Interest
Payments. Accrued interest on the Revolving Loans shall be payable in arrears, and Borrower shall pay Administrative
Agent all accrued, unpaid interest on the Loan on each Interest Payment Date and on the Maturity Date; provided that
(i) interest accrued pursuant to Section 2.3(b) shall be payable on demand
and (ii) in the event of any repayment or prepayment or other termination of the credit facility provided pursuant to this
Agreement, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment,
prepayment or termination.


 


(e)       Computation
of Interest. Interest on the Obligations shall be computed on a 365/360 basis; that is, by applying the ratio of the interest
rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal
balance is outstanding. All interest payable under the Loan is computed using this method. This calculation method results in
a higher effective interest rate than the numeric interest rate stated in this Agreement. By executing below, Borrower hereby
acknowledges and agrees to the calculation of interest in accordance with a year of 360 days and acknowledges that calculation
of interest in accordance with this paragraph will increase the Loan’s effective interest rate above the stated Interest
Rate and Default Rate, as applicable.


 


(f)       Advances
for Interest and Fees. Borrower and Lenders hereby authorize Administrative Agent and Lenders to make Revolving Loans to pay
interest accrued on the Loan, notwithstanding that Borrower may not have requested a disbursement of such amount. Administrative
Agent or any Lender may make such Revolving Loans notwithstanding that Borrower may be in default under the terms of this Agreement
or any other Loan Document. Nothing in this provision shall prevent Borrower from paying interest and fees from its own funds,
or otherwise excuse Borrower’s obligation to pay such interest and fees. Nothing contained herein shall be deemed to obligate
Administrative Agent or any Lender to make such disbursements to pay interest. The authorization hereby granted shall be irrevocable
and at Administrative Agent’s discretion, and no further direction or authorization from Borrower shall be necessary for
Administrative Agent to make such disbursements on behalf of the Lenders.


 


2.4          Revolving
Loans.


 


(a)       Method
for Revolving Loans. Subject to satisfaction of the applicable conditions precedent in this Agreement, Revolving Loans will
be made by the Administrative Agent on behalf of the Lenders at the request of a Responsible Officer of Borrower, which request
must be made at least five (5) Business Days before the date the requested Revolving Loan is to be made; provided, however,
that Borrower shall not request more than two (2) Revolving Loans in each Calendar Month unless otherwise agreed by Administrative
Agent in its sole and absolute discretion. Promptly following receipt of a Draw Request, the Administrative Agent shall advise
each Lender of the details thereof and the amount of such Lender’s Revolving Loans to be made as part of the requested advance.
Borrower hereby authorizes the Lenders and the Administrative Agent





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to
make Revolving Loans and to transfer funds based on telephonic notices made by any person or persons the Administrative Agent
or any Lender in good faith believes to be acting on behalf of Borrower, it being understood that the foregoing authorization
is specifically intended to allow Draw Requests to be given telephonically. Borrower agrees to deliver promptly to the Administrative
Agent a written confirmation (including a written Draw Request), if such confirmation is requested by the Administrative Agent
or any Lender, of each telephonic notice signed by a Responsible Officer. If the written confirmation differs in any material
respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders
shall govern absent manifest error. The Administrative Agent has no duty to monitor for Borrower or to report to Borrower the
use of proceeds of Revolving Loans. Except as provided above, each request for a Revolving Loan submitted by Borrower to the Administrative
Agent shall be accompanied by a Draw Request. Each Revolving Loan shall be in the minimum amount of $100,000 and in increments
of $100,000 in excess thereof.


 


(b)       Use
of Revolving Loans. Revolving Loans may be used only (i) to pay or reimburse Borrower for costs, expenses, and fees actually
incurred by Borrower or a Project Owner in connection with the development of Approved Subdivisions (to the extent the Lots are
included in the Eligible Assets for an Approved Subdivision), and construction of Units, including, without limitation, allocated
overhead and other similar costs, and (ii) to finance the reimbursement of an L/C Disbursement as provided in Section 2.5(g).
The provisions of this Section 2.4(b) do not require Administrative Agent or any Lender to monitor the use and application
of Revolving Loans and do not restrict Administrative Agent from making Protective Advances or from making Revolving Loans as
otherwise permitted by this Agreement.


 


(c)       Funding
by Lenders. Each Lender shall make its Applicable Percentage of each Revolving Loan available to the Administrative Agent
in immediately available funds at the Administrative Agent’s Office not later than 12:00 noon (Phoenix, Arizona time) on
the proposed date thereof. The Administrative Agent will make all such funds so received available to Borrower in like funds,
either by wire transfer of such funds in accordance with the instructions provided in the applicable Draw Request or by deposit
to an account of Borrower at Administrative Agent; provided that Revolving Loans made to finance the reimbursement of an
L/C Disbursement as provided in Section 2.5(g) shall be remitted by the Administrative Agent to the Issuing Bank.


 


(d)       [Reserved].


 


(e)       Payment
of Release Price and Other Amounts. In all events no later than the next Business Day following the closing of a sale of a
Unit or Lot, Borrower will pay or cause to be paid to Administrative Agent the greater of the following (the “Release
Payment”): (i) the Maximum Allowed Advance for such Unit or Lot, or (ii) 100% of the Net Sales Proceeds for such Unit
or Lot. If any amounts payable to Administrative Agent pursuant to this Section 2.4(e) are held by a title company, escrow
agent, or any other Person, Borrower will direct such title company, escrow agent and other Person to pay all such amounts directly
to Administrative Agent, and to take all other action required by





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Administrative
Agent to cause such amounts to be paid to Administrative Agent. If any member of the Borrowing Group collects or receives any
such amounts, such Person will forthwith, upon receipt, transmit and deliver to Administrative Agent, in the form received, all
cash, checks, drafts, chattel paper, and other instruments or writings for the payment of money (endorsed without recourse, where
required, so that such items may be collected by Administrative Agent). Any such items which may be so received by any member
of the Borrowing Group will not be commingled with any other funds or property of the Borrowing Group, but will be held separate
and apart from such Person’s own funds or property and upon express trust for Administrative Agent and the Lenders until
delivery is made to Administrative Agent.


 


(f)       Adjustment
to Borrowing Base. Any Units or Lots that are not Eligible Assets shall be immediately and automatically removed from the
Borrowing Base and the Asset Value thereof will be removed from the Borrowing Base.


 


(g)       Non-Receipt
of Funds by the Administrative Agent. Unless Borrower or a Lender, as the case may be, notifies the Administrative Agent prior
to the date on which it is scheduled to make payment to the Administrative Agent of (i) in the case of a Lender, the proceeds
of a Revolving Loan or (ii) in the case of Borrower, a payment of principal, interest or fees to the Administrative Agent for
the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment
has been made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended
recipient in reliance upon such assumption. If such Lender or Borrower, as the case may be, has not in fact made such payment
to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative
Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date
such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at
a rate per annum equal to (A) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first
three (3) days and, thereafter, the interest rate applicable to the relevant Revolving Loan or (B) in the case of payment by Borrower,
the interest rate applicable to the relevant Revolving Loan (including the Default Rate, if applicable).


 


(h)       Excess
Release Payments. Provided that (i) no Remargining Payment is due, and (ii) no Default is continuing, upon Administrative
Agent’s receipt of a Release Payment for a Unit, such Release Payment will be applied to the principal amount of the Obligations
in an amount equal to the Maximum Allowed Advance of the Unit for which such payment was made, and any Excess Payment Amount received
by Administrative Agent in connection with such Release Payment will be deposited into a deposit account at Western Alliance Bank
in Borrower’s name (the “Excess Payment Account”). If the Release Payment is received by Administrative
Agent (x) on or before 12:00p.m. (Phoenix, Arizona time) on a Business Day, the deposit to the Excess Payment Account will occur
on the same Business Day, and (y) after 12:00p.m. (Phoenix, Arizona time) on a Business Day, the deposit to the Excess Payment
Account will occur on the following Business Day. If any Remargining Payment is due or a Default is continuing, Administrative
Agent may, in its sole discretion, apply the full amount of each Release Payment to the Obligations





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pursuant
to Section 8.8. As security for the Obligations, Borrower hereby grants to Administrative Agent a security interest in
and to the Excess Payment Account, and all money, cash, checks, drafts, instruments and other amounts, if any, from time to time
deposited or held (whether by physical possession, book entry or otherwise) in and/or evidencing the Excess Payment Account.


 


2.5          Letters
of Credit.


 


(a)       General.
Subject to the terms and conditions set forth herein, in addition to the Revolving Loans, Borrower may request the Issuing Bank,
in reliance on the agreements of the Lenders set forth in this Section 2.5, to issue, at any time and from time to time
prior to the L/C Commitment Expiration Date, Letters of Credit denominated in Dollars for Borrower’s own account or the
account of any Project Owner in such form as is acceptable to the Administrative Agent and such Issuing Bank in its reasonable
determination. Letters of Credit issued hereunder shall constitute utilization of the Commitment.


 


(b)       Notice
of Issuance, Amendment, Extension, Reinstatement or Renewal. To request the issuance of a Letter of Credit (or the amendment
of the terms and conditions, extension of the terms and conditions, extension of the expiry date, or reinstatement of amounts
paid, or renewal of an outstanding Letter of Credit), Borrower shall deliver (or transmit by electronic communication, if arrangements
for doing so have been approved by the respective Issuing Bank) to the Issuing Bank and to the Administrative Agent (reasonably
in advance of the requested date of issuance, amendment, extension, reinstatement or renewal) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended, extended, reinstated or renewed, and specifying the
date of issuance, amendment, extension, reinstatement or renewal (which shall be a Business Day), the date on which such Letter
of Credit is to expire (which shall comply with Section 2.5(d)), the amount of such Letter of Credit, the name and address
of the beneficiary thereof, the purpose and nature of the requested Letter of Credit and such other information as shall be necessary
to prepare, amend, extend, reinstate or renew such Letter of Credit. If requested by the Issuing Bank, Borrower also shall submit
a letter of credit application and reimbursement agreement on Issuing Bank’s standard form in connection with any request
for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and
conditions of any form of letter of credit application and reimbursement agreement or other agreement submitted by Borrower to,
or entered into by Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement
shall control.


 


(c)       Evergreen
Credits. If the Borrower so requests in any notice requesting the issuance of a Letter of Credit (or the amendment, extension,
reinstatement or renewal of an outstanding Letter of Credit), the Issuing Bank may, in its sole and absolute discretion (and with
no obligation to do so), agree to issue a Letter of Credit that has automatic extension provisions (each, an “Evergreen
Letter of Credit”); provided that, if and to the extent that the Issuing Bank agrees to issue an Evergreen Letter
of Credit, then in addition to all other requirements for the issuance of Letters of Credit, (i) the Borrower shall pay such additional
Letter of Credit fees with respect thereto (and at such times and for such




    -38- 


     


    

periods)
as the Issuing Bank may require each in its sole and absolute discretion and (ii) in addition to other requirements of the
Issuing Bank, any such Evergreen Letter of Credit shall permit the Issuing Bank to prevent any such extension at least once
in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve (12) month
period to be agreed upon by Borrower and the Issuing Bank at the time such Letter of Credit is issued (which date will, at a
minimum, allow the Issuing Bank to cause such Evergreen Letter of Credit to expire at least 30 days before the Maturity
Date). Unless otherwise directed by the Issuing Bank, Borrower shall not be required to make a specific request to the
Issuing Bank for any such extension. Once an Evergreen Letter of Credit has been issued, the Lenders shall be deemed to have
authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to
an expiration date not later than the L/C Commitment Expiration Date; provided, that the Issuing Bank shall not (i)
permit any such extension if (A) the Issuing Bank has determined that it would not
be permitted, or would have no obligation, at such time to issue such Letter of Credit in its extended form under the terms
hereof (except that the expiration date may be extended to a date that is no more than one year from the then-current expiry
date) or (B) it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before
the day that is fifteen (15) days before the Non-Extension Notice Date from the Administrative Agent that the Required
Lenders have elected not to permit such extension or (ii) be obligated to permit such extension if it has received notice
(which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is fifteen (15) days
before the Non-Extension Notice Date from the Administrative Agent, any Lender or the Borrower that one or more of the
applicable conditions set forth in Section 4.5 is not then satisfied, and in each such case directing such Issuing
Bank not to permit such extension.


 


(d)       Limitations
on Amounts, Issuance and Amendment. A Letter of Credit shall be issued, amended, extended, reinstated or renewed only if (and
upon issuance, amendment, extension, reinstatement or renewal of each Letter of Credit, Borrower shall be deemed to represent
and warrant that), after giving effect to such issuance, amendment, extension, reinstatement or renewal (i) the aggregate amount
of the outstanding Letters of Credit shall not exceed the L/C Sublimit, (ii) the aggregate L/C Obligations shall not exceed the
L/C Sublimit, (iii) the Outstanding Credit Exposure of any Lender shall not exceed its Commitment, (iv) the Outstanding Credit
Exposure of all Lenders shall not exceed the Available Commitment, and (v) no payment or deposit would be due pursuant to Section
2.18. In addition, the Issuing Bank shall not be under any obligation to issue any Letter of Credit if:


 


(i)         Any
order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain the Issuing Bank from
issuing such Letter of Credit, or any Law applicable to the Issuing Bank shall prohibit, the issuance of letters of credit generally
or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction,
reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the date hereof,
or shall impose upon the Issuing Bank





    -39- 


     


    

any
unreimbursed loss, cost or expense that was not applicable on the date hereof and that the Issuing Bank in good faith deems material
to it.


 


(ii)        The
issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally.


 


(iii)       Except
as otherwise agreed by the Administrative Agent and the Issuing Bank, each in its sole discretion, such Letter of Credit is in
an initial amount less than $500,000.


 


(iv)       The
Letter of Credit is not a standby letter of credit issued in connection with an Approved Project to secure obligations of Borrower
or the applicable Project Owner that are directly related to the Approved Lines of Business.


 


(v)        Any
Lender is at that time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of Cash
Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing
Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.20(a)(iv)) with respect to the Default
Lender arising from either such Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations
as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.


 


An
Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) the Issuing Bank would have no obligation at such
time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit
does not accept the proposed amendment to the Letter of Credit.


 


(e)       Expiry
Date. Each Letter of Credit shall have a stated expiry date no later than the earlier of (i) the date twelve (12) months after
the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, whether automatic
[as in the case of an Evergreen Letter of Credit] or by amendment, twelve months after the then-current expiration date of such
Letter of Credit) and (ii) the date that is thirty (30) days prior to the Maturity Date.


 


(f)       Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration
date thereof), and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to
each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s
Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Lender acknowledges and
agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute, unconditional
and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or
renewal of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments.





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In
consideration and in furtherance of the foregoing, each Lender hereby absolutely, unconditionally and irrevocably agrees to pay
to the Administrative Agent, for account of the Issuing Bank, such Lender’s Applicable Percentage of each L/C Disbursement
made by the Issuing Bank promptly upon the request of the Issuing Bank at any time from the time of such L/C Disbursement until
such L/C Disbursement is reimbursed by Borrower or at any time after any reimbursement payment is required to be refunded to Borrower
for any reason, including after the Commitment Termination Date. Such payment shall be made without any offset, abatement, withholding
or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.4(c) with respect
to Loans made by such Lender (and Section 2.4(c) shall apply, mutatis mutandis, to the payment obligations of the
Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders.
Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to Section 2.5(g), the
Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that the Lenders have made payments pursuant
to this paragraph to reimburse the Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any
payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any L/C Disbursement shall not constitute
a Revolving Loan and shall not relieve the Borrower of its obligation to reimburse such L/C Disbursement.


 


Each
Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect
such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time
such Lender’s Commitment is amended pursuant to the operation of Section 2.13, as a result of an assignment in accordance
with Section 10.5 or otherwise pursuant to this Agreement.


 


(g)       Reimbursement.
If the Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, Borrower shall reimburse the Issuing Bank
in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than
noon, Phoenix, Arizona time, on the Business Day immediately following the day that the Borrower receives such notice, provided
that, if Borrower has otherwise satisfied all of the conditions and requirements for a Revolving Loan and is entitled to immediate
funding of the Revolving Loan as of the date such reimbursement is due, Borrower may request in accordance with this Agreement
that such payment be financed with a Revolving Loan in an equivalent amount and, to the extent so financed, the Borrower’s
obligation to make such payment shall be discharged and replaced by the resulting Revolving Loan. If the Borrower fails to make
such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then
due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof.


 


(h)       Obligations
Absolute. The Borrower’s obligation to reimburse L/C Disbursements as provided in Section 2.5(g) shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of this Agreement, any other Loan Document,
or any Letter of Credit, or any term or provision herein or therein, (ii) any draft or other document presented under a Letter





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of
Credit proving to be forged, fraudulent or invalid in any respect or any statement in such draft or other document being untrue
or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other
document that does not comply strictly with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever,
whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable
discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.


 


None
of the Administrative Agent, the Lenders, the Issuing Bank, or any of their Related Parties shall have any liability or responsibility
by reason of or in connection with the issuance or transfer of any Letter of Credit by the Issuing Bank or any payment or failure
to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error,
omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating
to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical
terms, any error in translation or any consequence arising from causes beyond the control of the Issuing Bank; provided
that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct
damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted
by applicable Law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly
agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by
a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination, and that:


 


(i)         the
Issuing Bank may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with
a replacement marked as such or waive a requirement for its presentation;


 


(ii)        the
Issuing Bank may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit
without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment
upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit
and without regard to any non-documentary condition in such Letter of Credit;


 


(iii)       the
Issuing Bank shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such
documents are not in strict compliance with the terms of such Letter of Credit; and


 


(iv)       this
paragraph shall establish the standard of care to be exercised by the Issuing Bank when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted
by applicable Law, any standard of care inconsistent with the foregoing).





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Without
limiting the foregoing, none of the Administrative Agent, the Lenders, the Issuing Bank, or any of their Related Parties shall
have any liability or responsibility by reason of (i) any presentation that includes forged or fraudulent documents or that is
otherwise affected by the fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (ii) the Issuing Bank
declining to take-up documents and make payment (A) against documents that are fraudulent, forged, or for other reasons by which
that it is entitled not to honor or (B) following a Borrower’s waiver of discrepancies with respect to such documents or
request for honor of such documents or (iii) the Issuing Bank retaining proceeds of a Letter of Credit based on an apparently
applicable attachment order, blocking regulation, or third-party claim notified to such Issuing Bank.


 


Unless
otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued by it, the rules of the ISP
shall apply to each Letter of Credit. Notwithstanding the foregoing, the Issuing Bank shall not be responsible to the Borrower
for, and the Issuing Bank’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of
the Issuing Bank required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter
of Credit or this Agreement, including the Laws or any order of a jurisdiction where the Issuing Bank or the beneficiary is located,
the practice stated in the ISP or in the decisions, opinions, practice statements, or official commentary of the International
Chamber of Commerce Banking Commission, the Bankers Association for Finance and Trade (BAFT), or the Institute of International
Banking Law & Practice, whether or not any Letter of Credit chooses such laws or practice rules.


 


The
Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit and the documents associated therewith,
and the Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article 9
of this Agreement with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit
issued by it or proposed to be issued by it and L/C Documents pertaining to such Letters of Credit as fully as if the term “Administrative
Agent” as used in Article 9 of this Agreement included the Issuing Bank with respect to such acts or omissions, and
(B) as additionally provided herein with respect to the Issuing Bank.


 


(i)       Disbursement
Procedures. The Issuing Bank shall, within the time allowed by applicable Laws or the specific terms of the Letter of Credit
following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of Credit.
The Issuing Bank shall promptly after such examination notify the Administrative Agent and the Borrower in writing of such demand
for payment if such Issuing Bank has made or will make an L/C Disbursement thereunder; provided that any failure to give
or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Lenders
with respect to any such L/C Disbursement.


 


(j)       Interim
Interest. If the Issuing Bank for any Letter of Credit shall make any L/C Disbursement, then, unless the Borrower shall reimburse
such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each
day from and including the date such L/C Disbursement is made to but





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excluding
the date that the Borrower reimburses such L/C Disbursement, at the rate per annum then applicable to Revolving Loans; provided
that if the Borrower fails to reimburse such L/C Disbursement when due pursuant to Section 2.5(g) , then the Default
Rate shall apply. Interest accrued pursuant to this paragraph shall be for account of such Issuing Bank, except that interest
accrued on and after the date of payment by any Lender pursuant to Section 2.5(g) to reimburse such Issuing Bank shall
be for account of such Lender to the extent of such payment.


 


(k)       Replacement
of an Issuing Bank. The Issuing Bank may be replaced at any time by written agreement between the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such
replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid L/C
Fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.14(c). From and after the effective date
of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this
Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “Issuing
Bank” shall be deemed to include such successor or any previous Issuing Bank. After the replacement of the Issuing Bank
hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of
an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.


 


The
Issuing Bank may resign at any time by giving thirty (30) days’  prior notice to the Administrative Agent, the Lenders and
the Borrower. After the resignation of the Issuing Bank hereunder, the retiring Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of the Issuing Bank under this Agreement and the other Loan Documents with respect
to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or
to extend, reinstate, renew or increase any existing Letter of Credit.


 


(l)       Cash
Collateralization. If any Event of Default shall occur and be continuing or if a deposit of cash collateral is otherwise required
pursuant to this Section 2.5, Section 2.18 or any other provision of the Loan Documents, on the Business Day that
the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been
accelerated, Lenders with L/C Obligations representing at least 66-2/3% of the total L/C Obligations) demanding the deposit of
cash collateral pursuant to this paragraph, the Borrower shall immediately deposit into an account established and maintained
on the books and records of the Administrative Agent (the “Collateral Account”) an amount in cash equal to
105% of the total L/C Obligations as of such date plus any accrued and unpaid interest thereon (or in the case of cash
collateral required pursuant to Section 2.18 in the amount required thereunder), provided that the obligation to
deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without
demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Sections
8.1(h) and (i). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance
of the obligations of the Borrower under this





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Agreement.
In addition, and without limiting the foregoing or Section 2.5(d), if any L/C Obligations remain outstanding after the
date that is 30 days before the Maturity Date (without in any way obligating the Issuing Bank or any Lender to permit any Letter
of Credit to remain outstanding after the date that is 30 days before the Maturity Date, the Borrower shall immediately deposit
into the Collateral Account an amount in cash equal to 105% of such L/C Obligations as of such date plus any accrued and
unpaid interest thereon.


 


The
Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral
Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and
sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in the Collateral Account. Moneys in the Collateral Account
shall be applied by the Administrative Agent to reimburse the Issuing Bank for L/C Disbursements for which it has not been reimbursed,
together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the Borrower for the L/C Obligations at such time or, if the maturity of the
Loans has been accelerated (but subject to the consent of Lenders with L/C Obligations representing 66-2/3% of the total L/C Obligations),
be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount
of cash collateral hereunder solely as a result of the occurrence of an Event of Default, such amount (to the extent not applied
as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or
waived unless such cash collateral is otherwise required pursuant to this Agreement.


 


(m)       Letters
of Credit Issued for Account of Project Owners or Other Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding
hereunder is in support of any obligations of, or is for the account of, a Project Owner or other Subsidiary, the Borrower shall
be obligated to reimburse the Issuing Bank hereunder for any and all drawings under such Letter of Credit. The Borrower hereby
acknowledges that the issuance of Letters of Credit for the account of Project Owners and Subsidiaries inures to the benefit of
the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Project Owners and
Subsidiaries.


 


2.6          Maturity of the Obligations. On the Maturity Date or, if sooner, upon acceleration of the Maturity Date after an Event
of Default, all Obligations, together with all principal, interest, and other charges outstanding pursuant to the Loan Documents
shall be immediately due and payable; provided , however, if immediately before the Maturity Date, there exist Spec
Units or Presold Units that are included in Eligible Assets and will not be completed or sold on the Maturity Date (the “Holdover
Collateral”), then, so long as no Event of Default has occurred and is continuing, at the written request of the Borrower
for continued financing of the Holdover Collateral made to Administrative Agent before the Maturity Date: (a) the Commitment Amount
shall be automatically reduced to the aggregate Maximum Allowed Advance of the Holdover Collateral; (b) the Loan shall cease to
be a revolving loan and shall be a line of credit with respect to which amounts paid and prepaid may not be reborrowed and all
Letters of Credit shall have expired or be terminated (or shall have been Cash Collateralized); (c) the Holdover Collateral shall





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be
the only Eligible Assets, all other Units shall cease to be Eligible Assets, and Borrower shall immediately make any Remargining
Payment resulting from such exclusion of Units from Eligible Assets; (d) further disbursements of the Loan shall be used solely
to complete the construction of the Spec Units and Presold Units included in the Holdover Collateral pursuant to such additional
inspection, review and approval procedures as Administrative Agent may reasonably request; (e) all other terms and conditions
with respect to such Holdover Collateral shall continue to apply (including, without limitation, the requirements and conditions
for inclusion of each such Holdover Collateral in the Eligible Assets pursuant to Article 3); and (f) solely for the purpose
of providing financing for the Holdover Collateral, the Maturity Date shall be extended to the earliest to occur of (i) the sale
and release of the last Unit included in the Holdover Collateral, (ii) the date on which the last Unit included in the Holdover
Collateral ceases to be Eligible Assets pursuant to Article 3, and (iii) the date six (6) months after the original Maturity
Date (such extended Maturity Date, the “Holdover Maturity Date”). In connection with and as a further condition
to any extension of the Maturity Date to the Holdover Maturity Date, Borrower will execute and deliver such amendments and agreements
as Administrative Agent may require, which amendments and agreements may, among other things, specify the Holdover Collateral
and the terms and conditions upon which financing of the Holdover Collateral will continue. For clarity, (i) the extension of
the Maturity Date to the Holdover Maturity Date as provided in this Section 2.6 shall not extend the L/C Commitment Expiration
Date; and (ii) Borrower shall not be entitled to request or have issued any Letters of Credit during the period after the L/C
Commitment Expiration Date.


 


2.7          Extension
of Maturity Date.


 


(a)       Request
for Extension. Borrower may request extensions of the Maturity Date for one (1) year each by making such request in writing
at least sixty (60) days prior to each anniversary of the date of this Agreement (e.g., a request for the extension of the Maturity
Date from January 15, 2023, to January 15, 2024, must be given at least sixty (60) days prior to January 15, 2021). Any extension
of the Maturity Date shall be at the sole and absolute discretion of the Administrative Agent and Lenders, and the Administrative
Agent and Lenders shall have absolutely no obligation to extend the Maturity Date, nor have Administrative Agent or any Lender
made any statement, representation or warranty to Borrower to the effect that such party will consider or grant such extensions.
If Administrative Agent and Lenders are willing to consider an extension, Administrative Agent and Lenders may impose such conditions
precedent on any such extension as such parties may determine in their sole and absolute discretion which conditions precedent
will include, without limitation, the following: (i) no Default or Event of Default shall have occurred and be continuing; (ii)
all representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of the
date of such request and of the effectiveness of such extension (or, if any such representation or warranty is expressly stated
to have been made as of a specific date, as of such specific date); (iii) there shall exist no Material Adverse Change; (iv) the
extension of the Maturity Date shall be documented in a manner satisfactory to the Administrative Agent; (v) Administrative Agent
and Lenders shall have completed to such parties’  satisfaction in their sole and absolute discretion such financial and
underwriting review of Borrower and each other Loan Party as they may require (using standards consistent with the original underwriting
standards employed by such parties); and (vi) Borrower shall have paid to the Administrative Agent such extension fees as may
be required in the Fee Letter.





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(b)       Effect
of No Extension. If either (i) Borrower does not request an extension of the Maturity Date pursuant to Section 2.7(a)
or (ii) Administrative Agent or Lenders elect not to extend the Maturity Date pursuant to Section 2.7(a) then the “Non-Extension
Date” shall be deemed to have occurred. Twelve (12) months after the occurrence of the Non-Extension Date, Borrower will
not be permitted to propose any additional Subdivisions as Approved Subdivisions. In addition, whether or not the Maturity Date
is extended, new Lots or Units may not be added to the Borrowing Base as Eligible Assets from and after the ninetieth (90th)
day before the Maturity Date (as determined without giving effect to any extension of the Maturity Date to the Holdover Maturity
Date).


 


2.8          Noteless
Agreement; Evidence of Indebtedness.


 


(a)       Lender
Accounts. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness
of Borrower to such Lender resulting from each Revolving Loan made by such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time hereunder.


 


(b)       Administrative
Agent Accounts. The Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Revolving
Loan made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to
each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower and each Lender’s
share thereof.


 


(c)       Evidence.
The entries maintained in the accounts maintained pursuant to paragraphs (a) and (b) above shall be prima facie
evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure
of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation
of Borrower to repay the Obligations in accordance with their terms.


 


(d)       Promissory
Notes. Any Lender may request that its Commitment be evidenced by a promissory note, substantially in the form of Exhibit
E. In such event, Borrower shall prepare, execute and deliver to such Lender such Note or Notes payable to the order of such
Lender. Thereafter, the Commitment evidenced by each such Note and interest thereon shall at all times (prior to any assignment
pursuant to Section 10.5) be represented by one or more Notes payable to the order of the payee named therein, except to
the extent that any such Lender subsequently returns any such Note for cancellation and requests that such Commitment once again
be evidenced as described in paragraphs (a) and (b) above.


 


(e)       Maximum Interest Rate.


 


(i)         Highest
Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, Borrower shall not be obligated to pay,
and the Lenders shall not be entitled to charge, collect, receive, reserve, or take, interest (it





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being
understood that “interest” shall be calculated as the aggregate of all charges which constitute interest under applicable
law that are contracted for, charged, reserved, received, or paid) in excess of the Highest Lawful Rate. During any period of
time in which the interest rates specified herein exceed the Highest Lawful Rate, interest shall accrue and be payable at such
maximum rate; provided that, if the interest rates decline below the Highest Lawful Rate, interest shall continue to accrue
and be payable at the Highest Lawful Rate (so long as there remains any unpaid principal with respect to the Revolving Loans)
until the interest that has been paid equals the amount of interest that would have been paid if interest had at all times accrued
and been payable at the applicable interest rates specified in this Agreement.


 


(ii)        Application
to Principal. If, for any reason, the Lenders receive anything of value as interest or anything deemed interest by applicable
Law under this Agreement or any of the other Loan Documents or otherwise that results in the Lenders receiving interest in an
amount in excess of the Highest Lawful Rate, the amount of such excess shall be applied to the reduction of the principal amount
owing hereunder and not to the payment of interest. If the amount of such excess exceeds the unpaid principal balance of the Loan
such amount shall be refunded to Borrower.


 


(iii)       Determination
of Rate. In determining whether or not the interest paid or payable with respect to the Loan exceeds the Highest Lawful
Rate, Borrower and the Lenders shall, to the maximum extent permitted by applicable Law: (A) characterize any non-principal
payment as an expense, fee, or premium rather than as interest; (B) exclude voluntary prepayments and the effects thereof;
(C) amortize, prorate, allocate, and spread the total amount of interest throughout
the actual term of the Loan so that it does not exceed the maximum amount permitted by applicable Law; or (D) allocate
interest between portions of the Loan so that, to the greatest extent possible, no such portion shall bear interest at a rate
greater than the Highest Lawful Rate.


 


(iv)       Applicable
Law. For purposes of this Section 2.8, the term “applicable Law” means the internal laws of the State of
Arizona, provided that, to the extent, contrary to the express intent of the parties, Arizona law is found to be inapplicable
to this Agreement, then “applicable Law” also means that law in effect from time to time and applicable to this loan
transaction which lawfully permits the charging and collection of the highest permissible, lawful, non-usurious rate of interest
on such loan transaction and this Agreement, and, to the extent controlling, laws of the United States of America.


 


(v)       Effective
Rate. Borrower hereby agrees to pay an effective, contracted-for rate of interest that is the interest rate provided for in
this Agreement (as in effect from time to time), together with any additional rate of interest resulting from any other charges
of interest or in the nature of interest paid or to be paid in connection with the Revolving Loans, including any fees to be paid
by Borrower pursuant to the provisions of the Loan Documents or the Fee Letter.





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2.9
         Lending Installations. Each Lender may book its Revolving Loans at any Lending Installation selected by such Lender and
may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation
and the Revolving Loans and any Notes issued hereunder shall be deemed held by each Lender for the benefit of any such Lending
Installation. Each Lender may, by written notice to the Administrative Agent and Borrower, designate replacement or additional
Lending Installations through which Revolving Loans will be made by it and for whose account Loan payments are to be made.


 


2.10        Increased
Costs.


 


(a)       Increased Costs Generally. If any Change in Law shall:


 


(i)         impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender;


 


(ii)        subject
any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Taxes described in clauses (b) through (d)
of the definition of Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its
deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)       impose
on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made
by such Lender or any Letter of Credit or participation therein;


 


and
the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting
to, continuing or maintaining any Revolving Loan or of maintaining its obligation to make any such Revolving Loan, or to increase
the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit
(or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received
or receivable by such Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request
of such Lender or other Recipient, Borrower will pay to such Lender or other Recipient, as the case may be, such additional amount
or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction
suffered.


 


(b)       Capital
Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Installation of such Lender
or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing
the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence
of this Agreement, the Commitments of such Lender or the Revolving Loans made by such Lender to a level below that which such
Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s
policies and the policies of such Lender’s





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holding
company with respect to capital adequacy), then from time to time Borrower will pay to such Lender such additional amount or amounts
as will compensate such Lender or such Lender’s holding company for any such reduction suffered.


 


(c)       Certificates
for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its
holding company, as the case may be, as specified in Sections 2.10(a) and (b) and delivered to Borrower, shall be
conclusive absent manifest error. Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10)
days after receipt thereof.


 


(d)       Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute
a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate
a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than sixty (60) days prior to the
date that such Lender notifies Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s
intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions
is retroactive, then the sixty (60) days referred to above shall be extended to include the period of retroactive effect thereof).


 


2.11        Taxes.


 


(a)       Defined
Terms. For purposes of this Section, the term “applicable Law” includes FATCA.


 


(b)       Payments
Free of Taxes. Any and all payments by or on account of any obligation of Borrower under any Loan Document shall be made without
deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good
faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by
a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely
pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such
Tax is an Indemnified Tax, then the sum payable by Borrower shall be increased as necessary so that after such deduction or withholding
has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable
Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 


(c)       Payment
of Other Taxes by Borrower. Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable
Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


(d)       Indemnification
by Borrower. Borrower shall indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any
Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable
or paid by such Recipient or required to be withheld or





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deducted
from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of
such payment or liability delivered to Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(e)       Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor,
for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that Borrower has not already indemnified the
Administrative Agent for such Indemnified Taxes and without limiting the obligation of Borrower to do so), (ii) any Taxes attributable
to such Lender’s failure to comply with the provisions of Section 10.5(d) relating to the maintenance of a Participant
Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative
Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or
not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each
Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under
any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due
to the Administrative Agent under this Section 2.11(e).


 


(f)       Evidence
of Payments. As soon as practicable after any payment of Taxes by Borrower to a Governmental Authority pursuant to this Section,
Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


 


(g)       Status of Lenders.


 


(i)         Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to Borrower and the Administrative Agent, at the time or times reasonably requested by Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by Borrower or the Administrative Agent as will
permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably
requested by Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably
requested by Borrower or the Administrative Agent as will enable Borrower or the Administrative Agent to determine whether or
not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary
in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation
set forth in Sections 2.11(g)(ii)(A), 2.11(g)(ii)(B) and





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2.11(g)(ii)(D))
shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such
Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.


 


(ii)        Without
limiting the generality of the foregoing, in the event that Borrower is a U.S. Borrower,


 


(A)       any
Lender that is a U.S. Person shall deliver to Borrower and the Administrative Agent on or about the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative
Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(B)       any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), whichever
of the following is applicable:


 


(1)       in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption
from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y)
with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption
from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income”
article of such tax treaty;


 


(2)       executed copies of IRS Form W-8ECI;


 


(3)       in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)
a certificate substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning
of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to Borrower as described in Section
881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or
IRS Form W 8BEN-E; or





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(4)       to
the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit
F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if
the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio
interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit
F-4 on behalf of each such direct and indirect partner;


 


(C)       any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), executed
copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding
Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit Borrower
or the Administrative Agent to determine the withholding or deduction required to be made; and


 


(D)       if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by Borrower or the Administrative Agent such documentation prescribed by
applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by Borrower or the Administrative Agent as may be necessary for Borrower and the Administrative Agent to comply with
their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA
or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.11(g)(ii)(D),
“FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


Each
Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect,
it shall update such form or certification or promptly notify Borrower and the Administrative Agent in writing of its legal inability
to do so.





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(h)       Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant
to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments
made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes)
of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the
amount paid over pursuant to this Section 2.11(h) (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this Section 2.11(h), in no event will the indemnified party be required to
pay any amount to an indemnifying party pursuant to this Section 2.11(h) the payment of which would place the indemnified
party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification
and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional
amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to
make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying
party or any other Person.


 


(i)       Survival.
Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or
any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 


2.12        Mitigation
Obligations; Replacement of Lenders.


 


(a)       Designation
of a Different Lending Installation. If any Lender requests compensation under Section 2.10, or requires Borrower to
pay any Indemnified Taxes or additional amounts to such Lender or any Governmental Authority for the account of any Lender pursuant
to Section 2.11, then such Lender shall promptly upon becoming aware thereof use reasonable efforts to (i) designate a
different Lending Installation for funding or booking its Revolving Loans hereunder, (ii) assign its rights and obligations hereunder
to another of its offices, branches or affiliates, or (iii) take such other actions as such Lender may deem reasonable, if, in
the judgment of such Lender, such designation, assignment or other action (A) would eliminate or reduce amounts payable pursuant
to Section 2.10 or 2.11, as the case may be, in the future, and (B) would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be materially disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such designation or assignment or other remedial action.


 


(b)       Replacement
of Lenders. If any Lender requests compensation under Section 2.10, or if Borrower is required to pay any Indemnified
Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.11
and, in each case, such Lender has, for any reason or for no reason,





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declined
or is unable to remedy the circumstances giving rise thereto in accordance with Section 2.12(a), or if any Lender is a
Defaulting Lender or a Non-Consenting Lender, then Borrower may, at its sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in, and consents required by, Section 10.5), all of its interests, rights (other than its existing
rights, if any, to payments pursuant to Section 2.10 or Section 2.11) and obligations under this Agreement and the
related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that:


 


(i)         Borrower
shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.5;


 


(ii)        such
Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in
L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan
Documents (including any amounts under Section 2.10) from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or Borrower (in the case of all other amounts);


 


(iii)       in
the case of any such assignment resulting from a claim for compensation under Section 2.10 or payments required to be made
pursuant to Section 2.11, such assignment will result in a reduction in such compensation or payments thereafter;


 


(iv)       such assignment does not conflict with applicable Law; and


 


(v)        in
the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent.


 


A
Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender
or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.


 


Notwithstanding
anything in this Section to the contrary, (A) any Lender that acts as an Issuing Bank may not be replaced hereunder at any time
it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of
a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such Issuing Bank
or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory
to such Issuing Bank) have been made with respect to such outstanding Letter of Credit and (B) the Lender that acts as the Administrative
Agent may not be replaced hereunder except in accordance with the terms of Section 9.6.





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2.13         Increases
in Commitments.


 


(a)       Request
for Increase. Following the Effective Date, Borrower may, by notice to the Administrative Agent (who shall promptly notify
the Lenders), request an increase in the Commitments (each such increase, an “Incremental Commitment”) by an
aggregate amount (for all such requests) not exceeding $125,000,000 (i.e. for a total Commitment Amount of $200,000,000.00); provided
that (i) any such request for an increase shall be in a minimum amount of the lesser of (x) $10,000,000 (or such lesser amount
as may be approved by the Administrative Agent) and (y) the entire remaining amount of increases available under this Section,
(ii) Borrower shall make no more than a total of four (4) requests for increases of Commitments under this Section, and (iii)
unless otherwise agreed by Administrative Agent, Issuing Bank and the Required Lenders, no increase in the Commitments will increase
the L/C Sublimit.


 


(b)       Incremental
Lenders. An Incremental Commitment may be provided by any existing Lender or other Person that is an Eligible Assignee (each
such existing Lender or other Person that agrees to provide an Incremental Commitment, an “Incremental Lender”);
provided that each Incremental Lender shall be subject to the consent (in each case, not to be unreasonably withheld or
delayed) of the Administrative Agent and Borrower (including with respect to the amount of any reimbursement of costs pursuant
to Section 2.13(d)(iv)). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree
to increase its Commitment, or to provide a Commitment, pursuant to this Section and any election to do so shall be in the sole
discretion of such Lender.


 


(c)       Terms
of Incremental Commitments. The Administrative Agent and Borrower shall determine the effective date for such increase pursuant
to this Section (an “Incremental Commitment Effective Date”) and, if applicable, the final allocation of such
increase among the Persons providing such increase; provided that such date shall be a Business Day at least ten (10) Business
Days after delivery of the request for such increase (unless otherwise approved by the Administrative Agent) and at least six
(6) months prior to the Maturity Date then in effect. In order to effect such increase, Borrower, the applicable Incremental Lender(s)
and the Administrative Agent (but no other Lenders or Persons) shall enter into one or more Joinder Agreements, each in form and
substance satisfactory to Borrower and the Administrative Agent, pursuant to which the applicable Incremental Lender(s) will provide
the Incremental Commitment(s). Effective as of the applicable Incremental Commitment Effective Date, subject to the terms and
conditions set forth in this Section, each Incremental Commitment shall be a Commitment (and not a separate facility hereunder),
each Incremental Lender providing such Incremental Commitment shall be, and have all the rights of, a Lender, and after giving
effect to the payments pursuant to Section 2.13(f) shall hold Revolving Loans and have the rights and obligations of a
Lender for all purposes of this Agreement.


 


(d)       Conditions
to Effectiveness. Notwithstanding the foregoing, the increase in the Commitments pursuant to this Section shall not be effective
with respect to any Incremental Lender unless:





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(i)         no
Default or Event of Default shall have occurred and be continuing on the Incremental Commitment Effective Date and after giving
effect to such increase;


 


(ii)        the
representations and warranties contained in this Agreement are true and correct on and as of the Incremental Commitment Effective
Date and after giving effect to such increase, as though made on and as of such date (or, if any such representation or warranty
is expressly stated to have been made as of a specific date, as of such specific date);


 


(iii)       the
Administrative Agent shall have received one or more Joinder Agreements contemplated above, providing for Incremental Commitments
in the amount of such increase;


 


(iv)       if
required by the Incremental Lender (subject to Borrower’s approval right pursuant to Section 2.12(b)), Borrower shall
have paid the amount of attorneys’  fees incurred by Incremental Lender in connection with the Incremental Commitment; and


 


(v)        the
Administrative Agent shall have received such legal opinions and other documents reasonably requested by the Administrative Agent
in connection therewith.


 


(e)       Joinder
Agreement. As of such Incremental Commitment Effective Date, upon the Administrative Agent’s receipt of the documents
required by this paragraph (e), the Administrative Agent shall record the information contained in the applicable Joinder
Agreement(s) in the Register and give prompt notice of the increase in the Commitments to Borrower and the Lenders (including
each Incremental Lender).


 


(f)       Adjustments
to Outstanding Revolving Loans. On each Incremental Commitment Effective Date, (i) if there are Revolving Loans then outstanding,
each Incremental Lender shall make a payment to Administrative Agent in an amount sufficient, upon the application of such payments
by all Incremental Lenders to the reduction of the outstanding Revolving Loans held by each Lender, to cause the principal amount
outstanding under the Revolving Loans made by such Lender (including the Incremental Lender) to be in the amount of its Applicable
Percentage (upon the effective date of such Incremental Commitment, after giving effect to such Incremental Commitment) of all
outstanding Revolving Loans, and (ii) if there are Letters of Credit then outstanding, the participation of the Lenders in such
Letters of Credit will be automatically adjusted to reflect the Applicable Percentages of all the Lenders (including the Incremental
Lender) after giving effect to the applicable Incremental Commitment(s). Borrower hereby irrevocably authorizes each Incremental
Lender to fund to Administrative Agent the payment required to be made pursuant to the immediately preceding sentence for application
to the reduction of the outstanding Revolving Loans held by the other Lenders and each such payment shall constitute a Revolving
Loan hereunder.





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2.14         Fees.


 


(a)       Commitment
Fee. On the Effective Date, Borrower shall pay to Administrative Agent, in advance, a commitment fee pursuant to the Fee Letter.


 


(b)       Extension
Fees. Upon the effectiveness of each extension of the Maturity Date, Borrower shall pay to Administrative Agent in advance
any extension fees provided pursuant to the Fee Letter. Borrower shall pay all other fees as and when due pursuant to the Fee
Letter.


 


(c)       L/C
Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a Letter of Credit fee with respect
to its participation in each outstanding Letter of Credit (the “L/C Fee”) upon the issuance thereof (and as
a further condition precedent to such issuance) for the entire term of such Letter of Credit equal to 1.00% per annum of the maximum
amount that may at any time be available to be drawn thereon. In addition, if the stated amount of any Letter of Credit is increased,
the Borrower agrees to pay to the Administrative Agent for the account of each Lender the L/C Fee on the amount of the increase,
which fee shall be due and payable on the date of the increase. Each L/C Fee paid to the Administrative Agent shall be nonrefundable
and fully earned as of the date paid.


 


(d)       Issuing
Bank Fees. The Borrower agrees to pay to the Issuing Bank for its own account the customary issuance, presentation, amendment
and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time
to time in effect, which fees, costs and charges shall be payable to such Issuing Bank within five (5) Business Days after its
demand therefor and are nonrefundable.


 


(e)       Fees
Non-Refundable. Borrower acknowledges that all fees payable under this Section 2.14 are (i) fully earned on the date
on which they are payable, and (ii) nonrefundable when paid (exclusive of double payments and other manifest errors).


 


(f)       Computation
of Fees. All fees hereunder shall be computed on the basis of a year of three hundred sixty (360) days and paid for the actual
number of days elapsed.


 


(g)       Closing
Costs and Expenses. In addition to the commitment and other fees, Borrower shall pay, on or prior to the Effective Date, all
outstanding costs and expenses pursuant to Section 10.4.


 


2.15         General
Provisions as to Payments.


 


(a)       Method
of Payment. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Administrative Agent at One East Washington Street, 14th Floor, Phoenix, Arizona 85004, or at
any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to Borrower, by noon
(Phoenix, Arizona time) on the date when due and shall be applied ratably by the Administrative Agent among the Lenders, subject
to Section 2.18. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly
by the Administrative Agent to such Lender in the same





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type
of funds that the Administrative Agent received at the address specified above or at any Lending Installation specified in a notice
received by the Administrative Agent from such Lender. Upon the occurrence and continuation of an Event of Default, the Administrative
Agent is hereby authorized to charge the account of Borrower maintained with Western Alliance Bank for each payment of principal,
interest and fees as it becomes due hereunder.


 


(b)       No
Setoff, Etc. All payments made by Borrower under this Agreement and the other Loan Documents shall be made without any setoff,
deduction, or counterclaim.


 


2.16         Security. Payment of the Note shall be secured by each Guaranty and each Pledge Agreement.


 


2.17         [Reserved].


 


2.18         Remargining;
Principal Payments.


 


(a)       Maximum
Outstanding. Anything in the Loan Documents to the contrary notwithstanding, the total Outstanding Credit Exposure shall not
at any time exceed the Available Loan Commitment.


 


(b)       No
Credit Extensions. Borrower shall not be entitled to any Revolving Loans or the issuance of any Letters of Credit if the effect
thereof would be to cause the test in Section 2.18(a) to be violated.


 


(c)       Payments
and Deposits. If for any reason at any time, the Outstanding Credit Exposure exceeds the Available Loan Commitment (including,
without limitation, by reason of Commitment reductions, exclusion of Eligible Assets, adjustments to the Borrowing Base or Asset
Value, or otherwise), Borrower shall be obligated to make a payment equal to the amount of such excess, and to the extent that
after giving effect to such payment no Revolving Loans remain outstanding and the Outstanding Credit Exposure continues to exceed
the Available Loan Commitment, Borrower shall Cash Collateralize Letters of Credit in accordance with Section 2.5(l) in
an amount equal to 105% of the excess of the Outstanding Credit Exposure over the Available Loan Commitment (such payment and
Cash Collateralization, collectively, a “Remargining Payment”).


 


(d)       Due
Date. Each payment and deposit of Cash Collateral pursuant to this Section 2.18 will be due no later than 11:00 a.m.
(Phoenix time) on the Business Day after the day upon which Administrative Agent notifies Borrower (which notice may be given
by email) that such Remargining Payment is required.


 


2.19         Cash
Collateral.


 


(a)       Obligation
to Cash Collateralize. In addition to Cash Collateral otherwise required pursuant to this Agreement, at any time that there
shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or any Issuing
Bank (with a copy to the Administrative Agent), the Borrower shall Cash





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Collateralize
the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section
2.20(a)(v) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.


 


(b)       Grant
of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants
to the Administrative Agent, for the benefit of the Issuing Bank, and agrees to maintain, a first priority security interest in
all such Cash Collateral as security for the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations,
to be applied pursuant to Section 2.19(c). If at any time the Administrative Agent determines that Cash Collateral is subject
to any right or claim of any Person other than the Administrative Agent and the Issuing Banks as herein provided, or that the
total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the
Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate
such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).


 


(c)       Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section or Section
2.20 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund
participations in respect of L/C Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued
on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise
be provided for herein.


 


(d)       Termination
of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting
Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section following (i) the elimination of the
applicable Fronting Exposure (including by the termination or cessation of Defaulting Lender status of the applicable Lender),
or (ii) the determination by the Administrative Agent and the Issuing Bank that there exists excess Cash Collateral; provided
that, subject to Section 2.20 the Person providing Cash Collateral and the Issuing Bank may mutually agree that Cash
Collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided further that
to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security
interest granted pursuant to the Loan Documents.


 


2.20         Defaulting
Lenders.


 


(a)       Defaulting
Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting
Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:


 


(i)         Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this





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Agreement
shall be restricted as set forth in the definition of Required Lenders and Section 10.2(c).


 


(ii)        Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, or otherwise) or received by the Administrative Agent
from a Defaulting Lender pursuant to Section 10.9 shall be applied at such time or times as may be determined by the Administrative
Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;
second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank; third,
to Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section
2.19; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any
Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement,
as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be
held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding
obligations with respect to Revolving Loans under this Agreement and (y) Cash Collateralize the Issuing Bank’s future Fronting
Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance
with Section 2.19; sixth, to the payment of any amounts owing to the Lenders or the Issuing Bank as a result of
any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Bank against such Defaulting Lender as
a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default
or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent
jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its
obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction;
provided that if (x) such payment is a payment of the principal amount of any Revolving Loans or L/C Disbursements in respect
of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Revolving Loans were made or the related
Letters of Credit were issued at a time when the conditions set forth in Section 4.5 were satisfied or waived, such payment
shall be applied solely to pay the Revolving Loans of, and L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata
basis prior to being applied to the payment of any Revolving Loans of, or L/C Disbursements owed to, such Defaulting Lender until
such time as all Revolving Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in
accordance with the Commitments without giving effect to clause (iv) below. Any payments, prepayments or other amounts
paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral
pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents
hereto.





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(iii)       Fees.


 


(A)       No
Defaulting Lender shall be entitled to receive any commitment or other fees to which it would otherwise be entitled for any period
during which that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that otherwise would have
been required to have been paid to that Defaulting Lender, as determined by Administrative Agent). The foregoing shall not obligate
Administrative Agent to share any fees with any Lender or otherwise entitle any Lender to any fees except as expressly agreed
in writing between Administrative Agent and such Lender or as expressly provided in this Agreement.


 


(B)       Notwithstanding
the foregoing, each Defaulting Lender shall be entitled to receive L/C Fees for any period during which that Lender is a Defaulting
Lender to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided
Cash Collateral pursuant to Section 2.19.


 


(C)       With
respect to any L/C Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above,
the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting
Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such
Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the Issuing
Bank, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the Issuing
Bank’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such
fee.


 


(iv)       Reallocation
of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations
shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without
regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate
Revolving Loans of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject to Section 10.19,
no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender
arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such
Non-Defaulting Lender’s increased exposure following such reallocation.


 


(v)       Cash
Collateral. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall,
without prejudice to any right or remedy available to it hereunder or under law Cash Collateralize the Issuing Banks’  Fronting
Exposure in accordance with the procedures set forth in Section 2.19.





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(b)       New
Letters of Credit. So long as any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, extend,
increase, reinstate or renew any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect
thereto.


 


(c)       Defaulting Lender Cure. If Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting
Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice
and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding
Revolving Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause
the Loans and funded in accordance with the Commitments, whereupon, such Lender will cease to be a Defaulting Lender; provided
that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while
that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed
by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim
of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


ARTICLE
3

BORROWING BASE


 


3.1           Determination of Eligible Assets/Borrowing Base. The Borrowing Base shall consist of the Asset Value of the Eligible Assets
in the Borrowing Base as determined by Administrative Agent from time to time in accordance with this Agreement and subject to
the limitations set forth in this Article 3.


 


(a)       Advance
Rates Applicable to Eligible Assets. The Borrowing Base will be determined as of each Borrowing Base Valuation Date by determining
the Asset Value of the Eligible Assets owned by Borrower or a Subsidiary Guarantor depending upon the classification of such Eligible
Asset, subject, in each case, to the limitations set forth below. In determining the Asset Values, the Margin Values of each class
of Eligible Asset is set forth in the chart below:





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	Eligible
    Asset	Margin
    Value
	Presold
    Units	[* * * *]
    of Cost (subject to the limitations in Section 3.1(b) below)
	Spec
    Units	[* * * *]
    of Cost (subject to the limitations in Section 3.1(c) below)
	Model
    Units	[* * * *]
    of Cost (subject to the limitations in Section 3.1(d) below)
	Finished
    Lots	[* * * *]
    of Cost (subject to the limitations in Section 3.1(e) below)
	A&D
    Lots	[* * * *]
    of Cost (subject to the limitations in Section 3.1(f) below)



 



(b)       Limitations
on Presold Units. If the Unit Term for a Presold Unit has expired, the Margin Value for such Unit will be $0.


 


(c)       Limitations
on Spec Units. (i) If the Unit Term for a Spec Unit is extended from 15 months to 18 months pursuant to Section
3.3(b), the Margin Value of such Spec Unit will be [* * * *] of Cost, and (ii) after the Unit Term has expired for such
Unit, the Margin Value for such Unit will be $0.


 


(d)       Limitations on Model Units.


 


(i)         If
the Unit Term for a Model Unit has expired, the Margin Value for such Unit will be $0.


 


(ii)        The
Margin Value for any Model Unit shall decrease to $0 after one hundred eighty (180) days have passed from the date the final Unit
(other than another Model Unit) in the Subdivision in which such Model Unit is located has been sold (whether or not actually
transferred) to a third party purchaser.


 


(e)       Limitations
on Finished Lots. If the Lot Term for a Finished Lot has expired, and such Finished Lot is not reclassified as a Unit, the
Margin Value for such Lot will be $0.


 


(f)        Limitations
on A&D Lots. If the Lot Term for an A&D Lot has expired, and such A&D Lot is not reclassified as a Unit or Finished
Lot, the Margin Value for such Lot will be $0.


 


3.2          Lot
Term Limits.


 


(a)       Finished
Lots. Each Finished Lot may be included in Eligible Assets as a Finished Lot for not more than twelve (12) months from the
date such Finished Lot was first included in the Eligible Assets.





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(b)       A&D
Lots. Each A&D Lot may be included in Eligible Assets as an A&D Lot for not more than eighteen (18) months from the
date such A&D Lot was first included in the Eligible Assets.


 


(c)       Transfer
of Lots for Unit Construction. Borrower may reclassify an A&D Lot or Finished Lot as a Unit subject to the provisions
of this Agreement relating to Units; provided, however, that before any A&D Lot or Finished Lot is included
in Eligible Assets as a Unit, the conditions precedent set forth in Section 4.4 must have been satisfied with respect to
such A&D Lot or Finished Lot, including, without limitation, the provisions of Section 4.4(f) imposing the requirement
that the Unit Construction Threshold must be met.


 


3.3          Unit Term Limits . Subject to the limitations set forth in this Agreement (including, without limitation, Section 3.1),
Units may be included in the Eligible Assets for the time periods provided below.


 


(a)       Presold
Units. Subject to Sections 3.3(d), 3.4 and 3.5, each Presold Unit may be included in Eligible Assets
for not more than twelve (12) months from the Unit Eligibility Date for such Unit; provided, however, that so
long as no Event of Default has occurred and is continuing, each Presold Unit may be included in Eligible Assets for two
(2) additional consecutive periods of three (3) months each (i.e., for a total Unit
Term of eighteen (18) months from the original Unit Eligibility Date). A Presold Unit no longer subject to a Purchase
Contract will be deemed to be a Spec Unit as of the date the Unit is no longer subject to a Purchase Contract.
Notwithstanding any contrary provision of this Agreement or the Loan Documents, a Unit will not be considered to be a Presold
Unit unless and until a final public report (if a public report is required by applicable Requirements) has been obtained by
Borrower (or the applicable Project Owner) and delivered to the purchaser of such Unit and all cancellation periods in favor
of such purchaser with respect to such public report have expired.


 


(b)       Spec
Units. Subject to Sections 3.3(d), 3.4 and 3.5, each Spec Unit may be included in Eligible Assets for
not more than twelve (12) months from the original Unit Eligibility Date for such Unit; provided, however, that
so long as no Event of Default has occurred and is continuing, Spec Units may be included in Eligible Assets for two (2) additional
consecutive periods of three (3) months each (i.e., for a total Unit Term of eighteen (18) months from the original Unit Eligibility
Date); provided further, however, that during the second such three (3) month period the Margin Value for each such
Unit will be reduced in accordance with Section 3.1(c). No Unit may be included in the Eligible Assets as a Spec Unit (including
by reclassification of a Presold Unit as a Spec Unit) if after giving effect to such inclusion any of the provisions of Section
3.4 would be exceed or such inclusion is otherwise not permitted pursuant to this Agreement.


 


(c)       Model
Units. Subject to Sections 3.3(d), 3.4 and 3.5, each Model Unit may be included in Eligible Assets for
not more than thirty-six (36) months from the applicable Unit Eligibility Date.


 


(d)       Eligibility
Date. Reclassification of Units (for example, from Spec Units to Presold Units) will not change the Unit Eligibility Date
for the Unit in question.





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(e)       Unit
Ineligibility. Except to the extent permitted in the case of an extension of the Maturity Date to the Holdover Maturity Date
pursuant to Section 2.5, in no event may any Unit be included in Eligible Assets beyond the Maturity Date. Units that are
sold, that have been included as Eligible Assets for the maximum term determined in accordance with the provisions of this Section
3.2, or that are otherwise not eligible to be Eligible Assets pursuant to any provision of this Agreement will no longer be
Eligible Assets upon sale and release in compliance with the provisions of this Agreement, upon expiration of such term, or upon
such Units becoming ineligible, as the case may be. However, a Unit that is no longer Eligible Assets because of expiration of
the term during which such Unit was entitled to be Eligible Assets or because of its becoming ineligible pursuant to any provision
of this Agreement will nevertheless remain part of the Collateral until released as permitted by this Agreement.


 


3.4          Additional
Limitations on Eligible Assets.


 


(a)       [Reserved].


 


(b)       Lot
Limit; Reductions in Lot Limit. Commencing July 15, 2020, and continuing at all times thereafter, the aggregate Maximum Allowed
Advance with respect to all Lots included in the Borrowing Base will not at any one time exceed the lesser of (i) 50% of the total
Asset Value of the Borrowing Base, or (ii) 50% of the Commitments of the Lenders. The total aggregate number of A&D Lots and
Finished Lots included in the Borrowing Base for any Approved Subdivision will not exceed the Lot Limit for such Subdivision,
and any of such Lots in excess of the Lot Limit will not be Eligible Assets. In Land Development Subdivisions, and for so long
as such Subdivision remains a Land Development Subdivision, (i) at the end of the ninth calendar month after the initial Lot Eligibility
Date for any Lot in such Subdivision, the Lot Limit for such Subdivision will reduce by 10% and (ii) as of the last day of each
third month thereafter, the Lot Limit for such Subdivision will reduce by an additional 10% from the original Lot Limit for such
Subdivision (e.g., only 90% of the Lots may be Eligible Assets after the ninth month, only 80% of the Lots may be Eligible Assets
after the 12th month, and only 70% of the Lots may be Eligible Assets after the 15th month). Administrative Agent may determine
which Lots are excluded from being classified as Eligible Assets due to the Lot Limit being exceeded.


 


(c)       Limitation
on Number of Spec Units. The number of Spec Units constituting Eligible Assets in any Approved Subdivision at any one time
shall not exceed the applicable Subdivision Spec Limit.


 


(d)       [Reserved].


 


(e)       Classification
and Reclassification of Units; Adjustment of Borrowing Base. Administrative Agent may classify or reclassify Units as to type
from time to time, or change Borrower’s proposed classification of any and all Units, provided that such reclassification
shall be based upon the definitions of Spec Units and Presold Units set forth herein and each such reclassified Unit shall meet
the requirements set forth herein for that type of Unit. No Spec Unit or Presold Unit can be reclassified as a Model Unit without




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Administrative
Agent’s prior written consent. Effective as of the date that a Unit is reclassified as to type, such reclassification will
give rise to a Reclassification Adjustment. At any time that Borrower has violated the limitation on Spec Units set forth in Section
3.4(c), Administrative Agent shall exclude the excess Spec Units from Eligible Assets (with the Units to be so excluded selected
by Administrative Agent in its sole discretion).


 


(f)       Limitation
on Model Units. The number of Model Units constituting Eligible Assets in a particular Subdivision at any one time will not
exceed 5 Model Units.


 


(g)       Events
Affecting Eligible Assets. If (i) any Eligible Asset is materially damaged, destroyed, or becomes subject to any condemnation
proceeding, (ii) Borrower violates any provisions of, or breaches any representations and warranties in, the Loan Documents (including,
without limitation, the Environmental Agreement) with respect to such Eligible Asset that Administrative Agent determines materially
and adversely affects the value of the Eligible Asset, or (iii) a member of the Borrowing Group makes or is entitled to make any
claim under a Title Policy with respect to a matter that Administrative Agent determines materially and adversely affects an Eligible
Asset, such Eligible Assets may, in Administrative Agent’s sole discretion and upon notice to Borrower, be declared by Administrative
Agent to no longer be Eligible Assets. In addition, if any such Real Estate Inventory does not continue to meet all the requirements
applicable to Eligible Assets, such Real Estate Inventory will no longer constitute Eligible Assets. Any determination by Administrative
Agent as to whether certain Real Estate Inventory constitutes Eligible Assets will be final, conclusive, binding and effective
immediately.


 


3.5          Other
Limitations on Asset Values and Maximum Allowed Advances.


 


(a)       [Reserved].


 


(b)       Additional
Limitation on Maximum Allowed Advance. In addition to all of the other requirements for the Borrowing Base set forth in this
Article 3, the aggregate of the Maximum Allowed Advances of all Lots and Units included in Eligible Assets may not at any
time be greater than an amount equal to the following amount: (i)(A) the Commitment Amount minus (B) the Maximum Allowed
Advance of all Lots in the Borrowing Base, multiplied by (ii) the Applicable MAA Percentage then in effect.


 


(c)       Attached
Units/Buildings. If multiple Units are to be constructed as attached Units or in a building that contains more than one Unit
(whether or not constituting a condominium), then in order for any such attached Unit or Unit in a building to be included in
Eligible Assets, all of the Units that are attached or are in such building must also be included in Eligible Assets.


 


(d)       Further
Limitations on Asset Values and Maximum Allowed Advances. If any of the limitations on Eligible Assets, Asset Value, Margin
Value, Maximum Allowed Advances, Outstanding Credit Exposure, or outstanding Revolving Loans set forth in this Agreement are exceeded,
Administrative Agent may at its option either remove the Lots or Units from Eligible Assets until such limitations are met, adjust
the applicable Asset Values





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in
order that such limitations are not exceeded, or require Borrower to make a Remargining Payment.


 


(e)       Reductions.
Each of the limitations regarding amounts and numbers of Lots and Units that may be included in Eligible Assets set forth in this
Article 3 shall be subject to reduction by Administrative Agent in connection with any reduction in the Commitment Amount.


 


3.6     
    Borrowing Base Report.


 


(a)       Proposed
Borrowing Base Report. On the Effective Date and within three (3) Business Days
after the end of each month thereafter, Borrower will prepare and submit to Administrative Agent a proposed Borrowing Base
Report for all of the Eligible Assets dated no earlier than the last day of the most recent month. Such Borrowing Base Report
will be in the form reasonably required by Administrative Agent from time to time. A sample of the initial form of the
Borrowing Base Report is included in Exhibit G. Each Borrowing Base Report will also take into account the sale of
Units and all other adjustments and limitations permitted or required by this Agreement. With respect to Lots, from time to
time, Administrative Agent may also require information concerning construction of the Units, including, without limitation,
the status of construction of Units, a detailed breakdown of construction, the costs expended to date for such construction,
the Maximum Allowed Advance, and an itemized estimate of the amount necessary to complete construction of Units. In
connection with a Draw Request, Borrower may revise the value of the Borrowing Base as a result of changes in the Eligible
Assets included (or to be included) in the Borrowing Base since the initial Borrowing Base Report provided for such month
and, in connection therewith, provide to Administrative Agent an updated Borrowing Base Report.


 


(b)       Form
of Report and Certificate. If requested by Administrative Agent, the proposed Borrowing Base Report will be in an electronic
format in compliance with Administrative Agent’s specifications and requirements as in effect from time to time.


 


(c)       Approval
of Borrowing Base Report. Each proposed Borrowing Base Report shall be subject to approval and adjustment by Administrative
Agent based upon (i) Administrative Agent’s review of such report, (ii) Administrative Agent’s inspections made pursuant
to Section 6.13 (as such inspections may result in any adjustments to reflect any variance between the Borrowing Base Report
and/or the Real Estate Inventory report and the results of such inspections by Administrative Agent), and (iii) such other information
as Administrative Agent may reasonably require in order to verify the Borrowing Base, Eligible Assets, the Asset Value of the
Borrowing Base, and all other amounts and items relating thereto. Each determination by Administrative Agent of the Borrowing
Base, Eligible Assets, the Asset Value of the Borrowing Base, and the amount of each Revolving Loan (and all other amounts and
items entering into such determinations), will be final, conclusive and binding upon Borrower, absent manifest error. If Administrative
Agent rejects a Borrowing Base Report, Borrower shall make such revisions and adjustments to the proposed Borrowing Base Report
as Administrative Agent may reasonably request. Administrative Agent will use reasonable efforts to review each





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Borrowing
Base Report and make any adjustments or provide approval within three (3) Business Days after receipt of each Borrowing Base Report
that complies with the requirements of this Section 3.6, provided that Administrative Agent’s failure to give
such notice or delay in giving such notice shall not limit, waive or reduce any of the Obligations.


 


(d)       Failure
to Deliver Borrowing Base Report. In the event that Borrower fails to deliver a Borrowing Base Report as and when required
pursuant to this Agreement, in addition to all rights and remedies of Administrative Agent and without waiving any Event of Default
resulting from such failure, Administrative Agent may compute the Asset Values of the Eligible Assets in the Borrowing Base in
Administrative Agent’s sole and absolute discretion and such determination by Administrative Agent shall be conclusive and
immediately effective unless and until Administrative Agent has approved a Borrowing Base Report submitted by Borrower.


 


3.7          General. Anything in this Article 3 or the Loan Documents to the contrary notwithstanding, Borrower agrees that
(a) no limitation on any Revolving Loans required or permitted pursuant to this Agreement will limit or otherwise change Borrower’s
obligations and liabilities under the applicable Loan Documents, (b) Borrower will remain obligated to pay all costs, expenses,
and fees required to be paid by Borrower pursuant to this Agreement and the other Loan Documents, and (c) Borrower will remain
obligated to pay all costs, expenses, and fees now or hereafter arising in connection with acquisition, development, maintenance,
occupancy, operation, and use of the Collateral.


 


ARTICLE
4

CONDITIONS PRECEDENT


 


4.1          Conditions Precedent to Effectiveness of this Agreement. This Agreement will become effective only upon satisfaction of
the following conditions precedent on or before the initial Revolving Loan, in each case as determined by Administrative Agent.
If the conditions precedent are not satisfied (or waived pursuant to Section 4.6) on or before January 20, 2020, Administrative
Agent may cancel this Agreement upon written notice to Borrower. The conditions precedent to be satisfied are as follows:


 


(a)       Representations
and Warranties Accurate. The representations and warranties by Borrower in this Agreement are correct on and as of the Effective
Date, as though made on and as of such date.


 


(b)       No
Defaults. No Event of Default or Default shall have occurred and be continuing.


 


(c)       Financial
Condition. Administrative Agent and the Lenders shall be satisfied with the financial condition of Borrower and each other
Loan Party as of the Effective Date.


 


(d)       No
Material Adverse Change. Administrative Agent shall have determined that no Material Adverse Change has occurred with respect
to Borrower or any other Loan Party since the most recent financial statements and reports provided to Administrative Agent.





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(e)       Documents.
Administrative Agent shall have received the following agreements, documents, and instruments, each duly executed (and acknowledged
where applicable) by the parties thereto and in form and substance satisfactory to Administrative Agent and its legal counsel:


 


(i)         Loan
Documents. The Loan Documents (other than Loan Documents to be executed and delivered in connection with the satisfaction
of conditions precedent in Sections 4.2, 4.3 and 4.4) and the Intercompany Subordination Agreement.


 


(ii)        Formation
Documents. The Organizational Documents of Borrower and each other Loan Party, together with such resolutions, consents and
other documents as Administrative Agent may require to evidence the due formation, valid existence and authority of Borrower and
each other Loan Party.


 


(iii)       Authorization
Documents. Certified copies of resolutions of Borrower and each other Loan Party authorizing Borrower and each other Loan
Party to execute, deliver, and perform its obligations under this Agreement and the other Loan Documents to be executed and delivered
by Borrower or any Loan Party in connection herewith, and certifying the names and signatures of the officers of Borrower and
each Loan Party authorized to execute this Agreement and to request Revolving Loans on behalf of Borrower.


 


(iv)       Good
Standing. Evidence of the good standing of each Loan Party in the jurisdiction of formation of such Loan Party and each other
jurisdictions where the nature of the business and operations of such Loan Party require registration with any Governmental Authority.


 


(v)        Incumbency
Certificates. Incumbency certificates from Borrower and each other Loan Party which shall: (A) identify by name and title,
and bear the signatures of, the Responsible Officers of each such entity and (B) be certified by one of its Responsible Officers
(other than the Responsible Officer signing Loan Documents on behalf of Borrower or any other Loan Party).


 


(f)       Acquisition.
The Acquisition shall have occurred in a manner satisfactory to Administrative Agent.


 


(g)       Legal
Opinion. A favorable written opinion of legal counsel to Borrower and each other Loan Party in form and substance reasonably
satisfactory to the Administrative Agent and its counsel.


 


(h)       Subordinations.
The Intercompany Subordination Agreement shall have been executed and delivered by all parties thereto and shall have become fully
effective and binding.


 


(i)       Payoff
Letters and Releases. Pay off and lien release letters from secured creditors of the Persons to be acquired by Borrower in
connection with the Acquisition setting forth, among other things, the total amount of indebtedness outstanding and owing




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to
them and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements, and deed of
trust reconveyances, and any other lien release instruments necessary to release their Liens on the assets of any Person so acquired
by Borrower, which pay off and lien release letters shall be in form and substance acceptable to the Administrative Agent.


 


(j)       Insurance
Policies. Insurance policies, in form, content and amounts and required pursuant to this Agreement.


 


(k)       UCC
Lien Search. UCC record and copy searches disclosing no notice of any Liens and Encumbrances filed against any of the Collateral
except Permitted Liens.


 


(l)       Other
Searches. Such other litigation, bankruptcy and other searches and background checks as Administrative Agent may request.


 


(m)       Payment
of Costs, Expenses and Fees. All costs, expenses and fees to be paid by Borrower or any Loan Party under the Loan Documents
on or before the Effective Date will have been paid in full, including, without limitation, the applicable fees set forth or referenced
in Section 2.14.


 


(n)       Other
Items. Borrower shall have provided Administrative Agent with such other agreements, documents and instruments as Administrative
Agent may reasonably require.


 


(o)       Other
Actions. Borrower has performed such other actions as Administrative Agent may reasonably require.


 


4.2          Approval of Subdivisions. In order for a Subdivision to constitute an Approved Subdivision, the following conditions must
be satisfied, at Borrower’s sole cost and expense, (each of which items must be satisfactory to Administrative Agent in
its sole and absolute discretion and each of which conditions precedent must be satisfied, as determined by Administrative Agent
in its sole and absolute discretion, at all times):


 


(a)       Representations
and Warranties. All of the representations and warranties in this Agreement shall be true and correct in all material respects
as of the date of such request and as of the date of Administrative Agent’s approval of an Approved Subdivision (or, if
any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).


 


(b)       No Defaults. No Default or Event of Default shall have occurred and be continuing.


 


(c)       Land
Purchase Documents. Borrower shall have provided to Administrative Agent copies of the purchase agreement, settlement statement
and other documentation relating to Borrower’s (or the applicable Project Owner’s) purchase of the applicable Subdivision.





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(d)       Proposed
Development. Borrower shall have submitted to Administrative Agent budgets, market valuation reports, feasibility studies,
environmental and engineering reports and studies, proforma financial statements, income projections, development schedules and
other information as Administrative Agent may require to review the construction and sale of Units in the Subdivision and the
estimated costs, expenses and profits in connection therewith.


 


(e)       Restrictive
Covenants. Borrower shall have provided to Administrative Agent the CC&Rs for the proposed Approved Subdivision.


 


(f)       Proforma
Budgets, Revenues and Cash Flows. Borrower shall have submitted to Administrative Agent a budget and pro forma cash flow for
the Subdivision providing detail regarding projected sales revenues (by type of Unit), hard and soft costs of construction (by
type of Unit), pricing for options and upgrades, and allocated overhead, and sources and uses of funds.


 


(g)       Budget.
Borrower shall have provided Administrative Agent the proposed Unit Budgets, proposed A&D Lot Development Budgets, all A&D
Lot Development Plans and Specifications (if applicable), and Unit Plans and Specifications for all Units in the proposed Approved
Subdivision.


 


(h)       Project
Owner. With respect to the Project Owner and each related Intermediate Entity:


 


(i)         Borrower
shall have provided and Administrative Agent shall have approved (A) complete copies of the Organizational Documents of the Project
Owner and each Intermediate Entity that holds a direct or indirect interest in such Project Owner; (B) good standing certificates
(or their equivalents) for the Project Owner and each such Intermediate Entity from such entity’s state of formation and
the state in which the Approved Subdivision is located; (C) certified corporate, limited liability company, partnership or other
appropriate entity resolutions from each of such entities, authorizing the transactions described therein; (D) incumbency certificates
from the Project Owner and each such Intermediate Entity which shall identify by name and title and bear the signature of the
Responsible Officers of such entities and be certified by one of such Responsible Officers (other than the Responsible Officers
signing Loan Documents on behalf of such Project Owner); (E) UCC record and copy searches disclosing no notice of any Liens and
Encumbrances filed against such Project Owner and (F) such other litigation, bankruptcy and other searches and background checks
as Administrative Agent may request; and


 


(ii)       each
Project Owner and Intermediate Entity shall be a Wholly-Owned Subsidiary of Borrower.


 


(i)        Documents.
The Administrative Agent will have received the following agreements, documents, and instruments, each duly executed by the parties
thereto and in





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form
and substance reasonably satisfactory to the Administrative Agent and its legal counsel:


 


(i)          Loan
Documents. The following Loan Documents relating specifically to the Borrower Subsidiary that owns such Subdivision (which
must be a Project Owner), and each related Intermediate Entity:


 


(A)       a
Pledge Agreement or Pledge Joinder Agreement, as required by Administrative Agent;


 


(B)       a
Guaranty or Guarantor Joinder Agreement, as required by Administrative Agent; and


 


(C)       an
Environmental Agreement or Environmental Joinder Agreement, as required by Administrative Agent.


 


(ii)        Eligibility
Certificate. An Eligibility Certificate for the Subdivision executed by Borrower.


 


(j)        Marketing
Information. Borrower shall have provided Administrative Agent marketing information with respect to the Units to be constructed
in the Subdivision, including, to the extent available, floor plans, square footage, anticipated absorption, estimated Unit mix,
Unit cost breakdowns, subdivision pro formas, and anticipated gross margins.


 


(k)       Tentative
Subdivision Map or Plat. Borrower shall have delivered to Administrative Agent a “tentative” map or preliminary
plat with respect to the Subdivision, development agreements and other documents with respect to the Subdivision. Each such tentative
or proposed map or plat must contain a legal description of the Subdivision covered by the map, must describe and show all boundaries
of and lot lines within the Subdivision, all streets and other dedications, and all easements affecting such Subdivision, and
such other information as Administrative Agent may reasonably request. If requested by Administrative Agent, Borrower shall also
have provided evidence reasonably satisfactory to Administrative Agent that there exist no material impediments to the issuance
of a final map or plat, as applicable, and that no major discretionary approvals by any Governmental Authority remain for such
issuance.


 


(l)        Entitlement; Zoning Approvals. The Subdivision shall be Entitled Land.


 


(m)      Title
Policy. Borrower shall have provided Administrative Agent with the Title Policy (or if approved by Administrative Agent, a
commitment for a Title Policy) for such Subdivision which will insure the Project Owner owns the fee simple absolute interest
in the Subdivision, subject only to Permitted Exceptions. If any Title Policy or title insurance commitment is dated more than
90 days prior to the date the Subdivision is to be included in the Borrowing Base, if requested by Administrative Agent, Borrower
will provide an updated title insurance commitment to Administrative Agent.





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(n)       Environmental
Assessment. Borrower shall have delivered to Administrative Agent a report of an environmental assessment for the Subdivision
by a duly licensed environmental engineer and dated not earlier than twelve (12) months before Borrower’s request for approval.


 


(o)       Location.
The Subdivision shall be located in an Approved MSA in an Approved State.


 


(p)       Opinion
Letter. If required by Administrative Agent, Borrower’s counsel shall have provided to Administrative Agent an opinion
letter with respect to Borrower, the Loan and the Loan Documents, in form and substance satisfactory to Administrative Agent and
Administrative Agent’s counsel.


 


4.3          Qualification of A&D Lots as Eligible Assets. In order for A&D Lots and Finished Lots in the applicable Approved
Subdivision to be included in the Eligible Assets, the Borrower shall also satisfy all of the conditions in this Section 4.3:


 


(a)       No
Defaults. No Event of Default or Default shall have occurred and be continuing at the time such Lot is included as an Eligible
Asset.


 


(b)       Limitations.
The addition of such A&D Lots or Finished Lots to the Borrowing Base will not cause any of the provisions of Article 3
to be violated.


 


(c)       Approved
Subdivision. Such A&D Lots or Finished Lots are in an Approved Subdivision.


 


(d)       Other
Items. Borrower shall have provided to Administrative Agent and Administrative Agent shall have approved such other agreements,
documents, and instruments as Administrative Agent may reasonably require. If any of the conditions precedent with respect to
the applicable Approved Subdivision have not been satisfied as permitted in Section 4.2, such conditions precedent shall
have been satisfied. Also if any additional conditions precedent are set forth in the applicable Subdivision Approval Letter (or
in a separate post-closing agreement) such additional conditions precedent shall have been satisfied.


 


(e)       Other
Actions. Borrower has performed such other actions as Administrative Agent may reasonably require.


 


4.4          Qualification of Units as Eligible Assets. Borrower may include and maintain a Unit in Eligible Assets only if the following
conditions precedent are satisfied, at all times that such Unit is included in Eligible Assets:


 


(a)       No
Defaults. No Event of Default or Default shall have occurred and be continuing at the time such Unit is added as an Eligible
Asset.


 


(b)       Limitations.
The addition of such Unit to the Borrowing Base will not cause the provisions of Article 3 to be violated.





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(c)       Lot.
Such Unit is in an Approved Subdivision and the Lots on which such Units are located in such Subdivisions must be Finished Lots.


 


(d)       Final
Approved Subdivision Map or Plat. The Units must be subject to a final subdivision plat or map for the Approved Subdivision
and such final subdivision plat or map shall have been recorded or filed with the appropriate Governmental Authorities.


 


(e)       Purchase
Contract. If such Unit is a Presold Unit and if requested by Administrative Agent, Borrower shall have provided to Administrative
Agent and Administrative Agent shall have approved a copy of the fully executed Purchase Contract for such Unit.


 


(f)       Start
of Construction. Construction of the Unit shall have commenced at least to the Unit Construction Threshold.


 


(g)       Other
Actions. Borrower has performed such other actions as Administrative Agent may reasonably require.


 


4.5          Additional Conditions Precedent to Credit Extensions. The obligation of each Lender (including the Issuing Bank) to make
a Credit Extension (including its initial Credit Extension) is additionally subject to the satisfaction of the following conditions,
as determined by Administrative Agent:


 


(a)       Defaults.
No Event of Default or Default shall have occurred and be continuing on the date of such Credit Extension, both before and after
giving effect thereto.


 


(b)       Representations
and Warranties. The representations and warranties of the Borrower set forth in this Agreement and in any other Loan Document
shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by
materiality, in all respects) on and as of the date of such Credit Extension (or, in the case of any such representation or warranty
expressly stated to have been made as of a specific date, as of such specific date).


 


(c)       Other
Conditions Precedent. Borrower will have satisfied all conditions precedent to Revolving Loans and the issuance of Letters
of Credit in this Agreement and the other Loan Documents.


 


(d)       Inspection
Report. If and to the extent required by Administrative Agent, Administrative Agent shall have received written evidence reasonably
acceptable to Administrative Agent from Administrative Agent’s inspectors or from Administrative Agent’s employees
performing inspections for Administrative Agent (i) that construction of all Lot Improvements and each Unit constituting Eligible
Assets complies with all Requirements, the A&D Lot Development Plans and Specifications, and the applicable Unit Plans and
Specifications in all material respects, and (ii) that Borrower has completed all Lot Improvements and each such Unit to the stage
reported on the most recent Borrowing Base Report received by Administrative Agent.





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(e)       Payment
of Costs, Expenses, and Fees. All costs, expenses, and fees due to be paid by Borrower on or before the date of the Revolving
Loan under the Loan Documents shall have been paid in full.


 


(f)       Draw
Request and Borrowing Base Report. Borrower will have delivered to Administrative Agent a Draw Request for such Revolving
Loan and a Borrowing Base Report with a Borrowing Base Valuation Date no more than 3 Business Days prior to the date the Credit
Extension is to be made by Lenders or Issuing Bank.


 


(g)       Limit
on Total Outstanding. After giving effect to the requested Revolving Loan or the issuance of the requested Letter of Credit,
the Outstanding Credit Exposure will not violate the tests in Section 2.18 and no Remargining Payment will be required.


 


4.6           Right to Waive. Borrower authorizes Administrative Agent and Administrative Agent reserves the right to verify any documents
and information submitted to it in connection with this Agreement. Administrative Agent may elect to waive any of the conditions
precedent and requirements in this Article 4. Any such waiver will be limited to the conditions precedent and requirements
in the applicable Sections of this Article 4. Delay or failure by Administrative Agent to insist on satisfaction of any
condition precedent will not be a waiver of such condition precedent or any other condition precedent. The making of a Revolving
Loan by Administrative Agent will not be deemed a waiver by Administrative Agent of the occurrence of an Event of Default or Default.


 


ARTICLE
5

BORROWER REPRESENTATIONS AND WARRANTIES


 


5.1           Representations and Warranties. Borrower represents and warrants to Administrative Agent and each Lender that as of the
Effective Date and as of the various other dates specified in this Agreement and the other Loan Documents on which such representations
and warranties are to be accurate, the following:


 


(a)       Formation
and Authorization. Borrower is a limited liability company validly organized and existing in good standing under the laws
of the State of Delaware. Borrower is a Wholly-Owned Subsidiary of Parent and LHI. Each Project Owner and Intermediate Entity
is a Wholly-Owned Subsidiary of Borrower. Borrower has requisite power and authority to execute, deliver, and perform the Loan
Documents. The execution, delivery and performance by Borrower of the Loan Documents have been duly authorized by all requisite
action by or on behalf of Borrower and will not conflict with or result in a violation of or a default under the formation documents
of Borrower. Each other Loan Party is a corporation, partnership, or limited liability company validly organized and existing
in good standing under the laws of the State of such Loan Party’s formation and is authorized to conduct business in the
State in which the Approved Subdivision owned by such Loan Party is located. Each Loan Party has the requisite power and authority
to execute, deliver, and perform the Loan Documents to which such Loan Party is a party. The execution, delivery and performance
by each Loan Party of the Loan Documents to which it is a party have been duly authorized by all requisite action by or on behalf
of such





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Loan
Party and will not conflict with or result in a violation of or a default under any of the formation documents of such Loan Party.


 


(b)       No
Approvals, etc. No approval, authorization, bond, consent, certificate, franchise, license, permit, registration, qualification,
or other action or grant by or filing with any Governmental Authority or other Person is required in connection with the execution,
delivery, or performance (other than performance which is not yet due) by Borrower of any Loan Document. No approval, authorization,
bond, consent, certificate, franchise, license, permit, registration, qualification, or other action or grant by or filing with
any Governmental Authority or other Person is required in connection with the execution, delivery, or performance (other than
performance which is not yet due) by any Loan Party of any Loan Document.


 


(c)       No
Conflicts. The execution, delivery, and performance by Borrower and, as applicable, each other Loan Party, of the Loan Documents
will not conflict with or result in a violation of or a default under (i) any applicable Law, ordinance, regulation, or rule (federal,
state, or local), (ii) any judgment, order, or decree of any arbitrator, other private adjudicator, or Governmental Authority
to which Borrower or such Loan Party is a party or by which Borrower or such Loan Party is bound, (iii) any of the Approvals and
Permits, or (iv) any agreement, document, or instrument to which Borrower or such Loan Party is a party or by which Borrower or
such Loan Party or any of the assets of Borrower or such Loan Party is bound.


 


(d)       Execution
and Delivery and Binding Nature of Loan Documents. The Loan Documents are legal, valid, and binding obligations of Borrower,
enforceable in accordance with their terms against Borrower, except as such enforceability may be limited by bankruptcy, insolvency,
moratorium, reorganization, or similar laws and by equitable principles of general application. With respect to each Loan Party,
the Loan Documents to which such Loan Party is a party are legal, valid, and binding obligations of such Loan Party, enforceable
in accordance with their terms against such Loan Party, except as such enforceability may be limited by bankruptcy, insolvency,
moratorium, reorganization, or similar laws and by equitable principles of general application.


 


(e)       Accurate
Information. All information in any loan application, financial statement (other than financial projections), certificate,
or other document, and all other information delivered by or on behalf of Borrower or any other Loan Party to Administrative Agent
and the Lenders in connection with the Loan is correct and complete in all material respects as of the date thereof, and there
are no omissions from any such information that result in any such information being materially incomplete, incorrect, or misleading
as of the date thereof. Borrower does not have any knowledge of any material change in any such information. All financial statements
(other than financial projections) heretofore delivered to Administrative Agent and the Lenders by Borrower or any Loan Party
were prepared in accordance with the requirements in Section 6.4 and accurately present the financial conditions and results
of operations as at the dates thereof and for the periods covered thereby in all material respects. All financial projections
have been and will be prepared in accordance with the requirements of this Agreement, will be complete in all material respects
as of the date thereof, and will be based on the applicable Person’s





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best
good faith estimates, compiled and prepared with due diligence, of the matters set forth therein. Since the Effective Date, no
Material Adverse Change has occurred. There is no material fact (i) with respect to any Approved Subdivision or the business and
operations of Borrower or any Loan Party that Borrower has not disclosed to Administrative Agent and the Lenders in writing. Neither
the financial statements nor any other certificate or document delivered herewith or heretofore by Borrower or any Loan Party
to Administrative Agent in connection with negotiation of this Agreement and the other Loan Documents contains any untrue statement
of material fact or omits to state any material fact necessary to keep the statements contained herein and therein from being
untrue or misleading.


 


(f)       Purpose
of Revolving Loans. The purpose of each Revolving Loan is as set forth in Section 2.4(b). The purpose of Revolving
Loans is a business purpose and not a personal, family, or household purpose.


 


(g)       Legal
Proceedings, Hearings, Inquiries, and Investigations. Except as disclosed to Administrative Agent in writing prior to the
date of this Agreement:


 


(i)         No
legal proceeding, individually or in the aggregate with related proceedings, involving a sum of $250,000.00 or more in the case
of any Loan Party other than Parent, and involving a sum of $500,000 or more in the case of Parent, is pending or, to best knowledge
of Borrower, threatened in writing before any arbitrator, other private adjudicator, or Governmental Authority to which Borrower
or any Loan Party is a party or by which Borrower or any Loan Party, or any assets of Borrower or any Loan Party, may be bound
or affected that if resolved adversely to Borrower or the applicable Loan Party could result in a Material Adverse Change.


 


(ii)        No
hearing, inquiry, or investigation relating to Borrower or any Loan Party, or any assets of Borrower or any Loan Party, is pending
or, to the best knowledge of Borrower or any Loan Party, threatened by any Governmental Authority that if resolved adversely to
Borrower or any Loan Party could result in a Material Adverse Change.


 


(h)       No Defaults. No Event of Default or Default has occurred and is continuing.


 


(i)        Approvals
and Permits; Assets and Property. Borrower and each Loan Party has obtained and there are in full force and effect all Approvals
and Permits presently necessary for the conduct of the business of Borrower and each Loan Party, and Borrower and each Loan Party
owns, leases, or licenses all assets necessary for conduct of the business and operations of Borrower and each Loan Party, except
as otherwise permitted pursuant to this Agreement. The assets of Borrower, Intermediate Entities, and Project Owners are not subject
to any Liens and Encumbrances, other than (i) the Liens and Encumbrances created pursuant to this Agreement or any other Loan
Document, and (ii) the Permitted Exceptions with respect to Approved Subdivisions.





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(j)        Impositions.
Except as otherwise permitted pursuant to Section 6.7, Borrower and each other Loan Party has filed or caused to be filed
all tax returns (federal, state, and local) required to be filed by Borrower or such Loan Party and has paid or caused to be paid
all Impositions and other amounts shown thereon to be due (including, without limitation, any interest or penalties) except for
any failure to so file or to so pay that would not, individually or in the aggregate, be materially adverse to the business properties,
assets, operations or condition (financial or otherwise) of Borrower or any other Loan Party.


 


(k)       Compliance
With Law. Other than noncompliance with applicable building codes which is not material, is not unusual in the ordinary course
of business, and is correctable (and is in the process of being corrected) by Borrower or the applicable Project Owner, none of
Borrower, any Project Owner, any Approved Subdivision, any Lots or Units is in violation of any Law.


 


(l)        A&D
Lot Development Budget, Plans and Specifications, and Construction Contract(s). Each A&D Lot Development Budget (as updated
from time to time) contains all costs, expenses, and fees anticipated to be incurred by Borrower and its Subsidiaries in connection
with acquisition of the applicable Approved Subdivision and, if applicable, construction of the Lot Improvements. All A&D
Lot Development Plans and Specifications and related working drawings for such Approved Subdivision are and will be an accurate
and complete description, in all material respects, of the Lot Improvements in such Approved Subdivision. The construction contracts
relating to the construction of the Lot Improvements provide for all work and materials anticipated to be necessary to construct
and all payments necessary to pay for the construction of the Lot Improvements.


 


(m)      Unit
Budget, Unit Plans and Specifications, and Construction Contracts. Each Unit Budget (as updated from time to time) contains
all costs, expenses, and fees anticipated to be incurred by Borrower or the applicable Project Owner in connection with the respective
type of Unit. The Unit Plans and Specifications and related working drawings are an accurate and complete description of each
Unit included or to be included as Eligible Assets. The construction contracts relating to the construction of each such Unit
provide for all work and materials anticipated to be necessary to construct and all payments necessary to pay for the construction
of such Unit.


 


(n)       Additional
Representations and Agreements Relating to Subdivisions and Collateral.


 


(i)         Ownership
of Subdivisions. The applicable Project Owner is and will at all times be the legal and equitable owner of the Approved Subdivisions
and Eligible Assets, free and clear of all Liens and Encumbrances, except for the Permitted Exceptions.


 


(ii)        Ownership
of Equity Interests. (A) Parent owns and Controls all of the Equity Interests of LHI; (B) LHI owns and Controls all of the
Equity Interests of Borrower; and (C) Borrower owns and Controls all of the Equity Interests in the





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Intermediate
Entities and the Project Owners (which may be through one or more Intermediate Entities).


 


(iii)       Authority
to Encumber. Borrower and each other Loan Party has and will continue to have the full right and authority to encumber all
of the Collateral.


 


(iv)       Validity
of the Lien and Encumbrance Created by the Pledge Agreement. The Lien and Encumbrance created by Pledge Agreement is (A) legal,
valid, binding and enforceable (subject to applicable bankruptcy, insolvency and similar laws generally affecting the rights of
creditors and the enforcement of debtors’  obligations and by general principles of equity, regardless of whether enforcement
is sought in a proceeding in equity or at law) and (B) is first priority except for Permitted Exceptions.


 


(v)        Borrowing
Base Classification. The classification and Asset Value of all Eligible Assets included in the Borrowing Base is true and
correct as of the most recent date of determination and all of the representations and warranties set forth in the most recent
Borrowing Base Report as of each date of determination are true and correct.


 


(vi)       Governmental
Approvals. With respect to each Approved Subdivision, Borrower and the applicable Project Owner have all material approvals
from Governmental Authorities and all building permits necessary given the stage of development of the Approved Subdivision. The
zoning classification of each item of Collateral is appropriate for the current use thereof.


 


(vii)      Compliance
With Law. None of Borrower, the Project Owners, the Approved Subdivisions, the Lot Improvements, the Lots or the Units is
in violation of any Law to the extent such violation could reasonably be expected to cause a Material Adverse Change.


 


(viii)     No
Condemnation. No condemnation proceedings or moratorium is pending, or to the best of Borrower’s knowledge, threatened
against any Approved Subdivisions or any portion thereof which could reasonably be expected to result in a Material Adverse Change.


 


(ix)       Finished
Lots. Each Unit included in the Borrowing Base is constructed or being constructed on a Finished Lot.


 


(o)       Use
of Proceeds; Margin Stock. The proceeds of the Revolving Loans will be used by Borrower solely for the purposes specified
in this Agreement. None of such proceeds will be used for the purpose of purchasing or carrying any “margin stock”
as defined in Regulation U or G of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 221 and 207), or for the
purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry margin stock or for any other
purpose which might constitute this transaction a “purpose credit” within the meaning of such Regulation U or G. Borrower
is not engaged in the business of extending credit for the purpose of





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purchasing
or carrying margin stock. Neither Borrower nor any Person acting on behalf of Borrower has taken or will take any action which
might cause this Agreement or any other Loan Document to violate Regulation U or G or any other regulations of the Board of Governors
of the Federal Reserve System or to violate Section 7 of the Securities Exchange Act of 1934, or any rule or regulation thereunder,
in each case as now in effect or as the same may hereafter be in effect. Borrower and its subsidiaries own no “margin stock”.


 


(p)       Governmental
Regulation. Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power
Act, the Investment Company Act of 1940, the Interstate Commerce Act (as any of the preceding have been amended), or any other
law which regulates the incurring by Borrower of indebtedness, including but not limited to laws relating to common or contract
carriers or the sale of electricity, gas, steam, water, or other public utility services.


 


(q)       ERISA Compliance.


 


(i)          Except
as could not reasonably be expected, either individually or in the aggregate, cause a Material Adverse Change, (i) each Plan is
in compliance with the applicable provisions of ERISA, the Code and other federal or state Laws and (ii) each Plan that is intended
to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect
that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by
the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently
being processed by the IRS, and, to the knowledge of Borrower, nothing has occurred that would prevent or cause the loss of such
tax-qualified status.


 


(ii)         There
are no pending or, to the knowledge of Borrower, threatened or contemplated claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that, either individually or in the aggregate, could reasonably be expected to cause a Material
Adverse Change. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any
Plan that, either individually or in the aggregate, has had or could reasonably be expected to cause a Material Adverse Change.


 


(iii)        No
ERISA Event has occurred, and neither Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that, either
individually or in the aggregate, could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension
Plan that, either individually or in the aggregate, has had or could reasonably be expected to cause a Material Adverse Change.


 


(iv)        The
present value of all accrued benefits under each Pension Plan (based on those assumptions used to fund such Pension Plan) did
not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value
of the assets of such Pension Plan allocable to such accrued benefits by a material amount. As of the most recent valuation date
for each Multiemployer Plan, the potential liability of Borrower or any ERISA Affiliate




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for
a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated
with such potential liability for a complete withdrawal from all Multiemployer Plans, is zero.


 


(v)        To
the extent applicable, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and
all applicable requirements of Law and has been maintained, where required, in good standing with applicable regulatory authorities,
except to the extent that the failure so to comply could not reasonably be expected, either individually or in the aggregate,
to cause a Material Adverse Change. Neither Borrower nor any Subsidiary has incurred any material obligation in connection with
the termination of or withdrawal from any Foreign Plan. The present value of the accrued benefit liabilities (whether or not vested)
under each Foreign Plan that is funded, determined as of the end of the most recently ended fiscal year of Borrower or Subsidiary,
as applicable, on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property
of such Foreign Plan by a material amount, and for each Foreign Plan that is not funded, the obligations of such Foreign Plan
are properly accrued.


 


(r)        Sanctions; Anti-Corruption.


 


(i)         None
of Borrower, Parent, any of their respective Subsidiaries or any director, officer, employee, agent, or affiliate of Parent, Borrower
or any of their respective Subsidiaries is an individual or entity (“person”) that is, or is owned or controlled
by persons that are: (A) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s
Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council,
the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”),
or (B) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including
Crimea, Cuba, Iran, North Korea, Sudan and Syria).


 


(ii)        Parent,
Borrower, their respective Subsidiaries and their respective directors, officers and employees and, to the knowledge of Borrower,
the agents of Borrower and its Subsidiaries, are in compliance with all applicable Sanctions and with the Foreign Corrupt Practices
Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption
law, in all material respects. Parent, Borrower and their respective Subsidiaries have instituted and maintain policies and procedures
designed to ensure continued compliance with applicable Sanctions, the FCPA and any other applicable anti-corruption laws.


 


(s)       Solvency. Each Loan Party is Solvent.


 


5.2          Representations and Warranties Upon Requests for Revolving Loans. Each request for a Revolving Loan or the issuance, renewal
or amendment of a Letter of Credit will be a representation and warranty by Borrower that all of the representations and warranties
in this





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Article
5 and in the other Loan Documents are correct and complete as of the date of the Revolving Loan request and as of the date
that the Revolving Loan is made (or, if any such representation or warranty is expressly stated to have been made as of a specific
date, as of such specific date).


 


5.3           Representations and Warranties Upon Delivery of Financial Statements, Documents, and Other Information. Each delivery by
Borrower of financial statements, other documents, or information after the date of this Agreement (including, without limitation,
documents and information delivered in obtaining a Revolving Loan) will be a representation and warranty to Administrative Agent
by Borrower that such financial statements, other documents, or information (other than financial projections) are correct and
complete in all material respects, that there are no material omissions therefrom that result in such financial statements, other
documents, or information being materially incomplete, incorrect, or misleading as of the date thereof, and that such financial
statements accurately present the financial condition and results of operations of the subject thereof as at the dates thereof
and for the periods covered thereby. Each delivery by Borrower of financial projections is a representation and warranty to Administrative
Agent by Borrower that such financial projections have been prepared in accordance with the requirements in this Agreement, are
complete in all material respects as of the date thereof, and are based on Borrower’s best good faith estimates, compiled
and prepared with due diligence, of the matters set forth therein.


 


ARTICLE
6

AFFIRMATIVE COVENANTS


 


The
following covenants shall apply until the all Obligations of Borrower are paid and performed in full and Administrative Agent,
Issuing Bank and Lenders have no further obligation to make any Credit Extensions to Borrower or any other Loan Party:


 


6.1          Corporate Existence. Borrower agrees that Borrower shall continue to be a limited liability company validly existing, and
in good standing under the laws of the State of Delaware. Each of Parent, LHI, Project Owner and Intermediate Entity shall continue
to be validly existing under the laws of the jurisdiction of its organization, and in good standing under both (a) the laws of
the state of its organization, and (b) the laws of the state where the Approved Subdivision owned by it is located.


 


6.2          Books and Records; Access. Borrower agrees that Borrower and its Subsidiaries will maintain a standard, modern system of
accounting (including, without limitation, a single, complete, and accurate set of books and records of its assets, business,
financial condition, operations, prospects and results of operation) in accordance with GAAP. Borrower also agrees to maintain,
and to cause each Project Owner to maintain, complete and accurate records regarding the acquisition, development and construction
of Approved Subdivisions and Units, including, without limitation, all construction contracts, architectural contracts, engineering
contracts, field and inspection reports, applications for payment, estimates and analyses regarding construction costs, names
and addresses of all contractors and subcontractors performing work or providing materials or supplies with respect to the development
and construction of Approved Subdivisions and Units, invoices and bills of sale for all costs and expenses incurred by contractors
and subcontractors in connection with the development and construction of Lots and Units, payment, performance and other surety
bonds (if applicable), releases and waivers of lien for all such work





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performed
and materials supplied, evidence of completion of all inspections required by any Governmental Authority, certificates of substantial
completion, notices of completion, surveys, as-built plans, Approvals and Permits, Purchase Contracts, escrow instructions, records
regarding all sales of Lots and Units, and all other documents and instruments relating to the acquisition, development, construction
and/or sale of Lots and Units. Borrower also agrees that books and records required to be maintained by Borrower pursuant to this
Section 6.2 shall be maintained for a period of time following payment in full of the Obligations and termination of the
Commitment at least equal to the statute of limitations period within which Administrative Agent or Lenders would be entitled
to commence an action with respect to the Obligations. During business hours, and so long as no Event of Default has occurred
and is continuing, with twenty-four (24) hours prior notice Borrower will give representatives of Administrative Agent access
to Borrower’s and each of Borrower’s Subsidiaries’  respective assets, property, books, records, and documents
and will permit such representatives to inspect such assets and property and to audit, copy, examine, and make excerpts from such
books, records, and documents. Upon request by Administrative Agent, Borrower will also provide Administrative Agent with copies
of the reports, documents, agreements, and other instruments described in this Section 6.2.


 


6.3          Covenants
Relating to Collateral. Borrower agrees:


 


(a)       Defense
of Title. Borrower will, and will cause LHI and each Intermediate Entity to, defend its title to the Equity Interests pledged
to Administrative Agent in the Pledge Agreement, and the legality, validity, binding nature, and enforceability of the Lien and
Encumbrance contained in the Pledge Agreement and the first priority of the Lien created under the Pledge Agreement against all
matters, including, without limitation, (i) any attachment, levy, or other seizure by legal process or otherwise of any or all
such Collateral, (ii) any Lien or Encumbrance or claim thereof on any or all such Collateral, (iii) any attempt to foreclose or
otherwise realize upon any or all Collateral under any Lien or Encumbrance, and (iv) any claim questioning the legality, validity,
binding nature, enforceability, or priority of the Pledge Agreement. Borrower will notify Administrative Agent promptly in writing
of any of the foregoing and will provide such information with respect thereto as Administrative Agent may from time to time request.


 


(b)       No
Encumbrances. Borrower will not, and will not cause or permit any Subsidiary of Borrower to, sell, assign, transfer or otherwise
dispose of, or grant any option with respect to, or pledge or otherwise encumber, any of the Collateral or any interest therein
or any fixtures thereof or proceeds thereof.


 


(c)       Manager
of Borrower and Subsidiaries. The manager of each of Borrower and its Subsidiaries at all times will be the sole member of
such Person.


 


6.4          Covenants
Relating to Real Estate Inventory. Borrower agrees:


 


(a)       Defense
of Title. Borrower will, and will cause each Project Owner to, defend its title to its Real Estate Inventory, including, without
limitation, the Eligible Assets and Approved Subdivisions against all matters, including, without limitation, (i) any attachment,
levy, or other seizure by legal process or otherwise of any or all such Real Estate Inventory, (ii) any Lien or Encumbrance or
claim thereof on any or all such Real





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Estate
Inventory, and (iii) any attempt to foreclose or otherwise realize upon any or all Real Estate Inventory under any Lien or Encumbrance.
Borrower will notify Administrative Agent promptly in writing of any of the foregoing and will provide such information with respect
thereto as Administrative Agent may from time to time request.


 


(b)       No
Encumbrances. Borrower will not, and will not cause or permit any Subsidiary of Borrower to, sell, assign, transfer or otherwise
dispose of, or grant any option with respect to, or pledge or otherwise encumber, any of the Real Estate Inventory or any interest
therein or any fixtures thereof or proceeds thereof, except for (i) the Permitted Exceptions and (ii) sales and transfers of Real
Estate Inventory in the ordinary course of Borrower’s business.


 


(c)       Utilities.
Borrower will, and will cause each Project Owner to, provide or cause to be provided all telephone service, electric power, storm
sewer (if required), sanitary sewer (if required) and water facilities for each Lot and each Unit in Approved Subdivisions, and
such utilities will be adequate to serve such Lots and Units. No condition will exist to affect Borrower’s or any of Borrower’s
Subsidiaries’  right to connect into and have adequate use of such utilities, except for the payment of normal connection
charges or tap charges and except for the payment of subsequent charges for such services to the utility supplier.


 


(d)       Contracts.
Borrower will, and will cause each Project Owner to, perform all of their respective material obligations under any contracts
and agreements relating to the construction of Units and will pay all amounts thereunder as and when due, except to the extent
such amounts are contested in accordance with the definition of Permitted Exceptions. Borrower (or the applicable Project Owner)
will be the sole owner of all A&D Lot Development Plans and Specifications or, to the extent that Borrower (or the applicable
Project Owner) is not the sole owner of all A&D Lot Development Plans and Specifications, Borrower (or the applicable Project
Owner) will have the unconditional right to use such A&D Lot Development Plans and Specifications in connection with the construction
of Lot Improvements. Administrative Agent will not be restricted in any way in use of such A&D Lot Development Plans and Specifications
in connection with the construction of any Lot Improvements, and Borrower (or the applicable Project Owner) will obtain all consents
and authorizations necessary for the use of such A&D Lot Development Plans and Specifications by Administrative Agent. Borrower
(or the applicable Project Owner) will be the sole owner of all Unit Plans and Specifications or, to the extent that Borrower
is not the sole owner of such Unit Plans and Specifications, Borrower (and the applicable Project Owner) will have the unconditional
right to use all Unit Plans and Specifications in connection with the construction of Units. Administrative Agent will not be
restricted in any way in use of such Unit Plans and Specifications in connection with the construction of any Units, and Borrower
will obtain all consents and authorizations necessary for the use of such Unit Plans and Specifications by Administrative Agent
during the continuation of an Event of Default.


 


(e)       No
Residential Use. The Real Estate Inventory is held only for construction and eventual sale to its first occupant upon or after
removal from the Borrowing Base. Borrower (i) represents and warrants that Borrower has no intent to ever permit the





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occupancy
of any Unit as a residence and (ii) agrees that Borrower will never, and will not permit any other Person to, so occupy, lease
or permit occupancy of any Unit without the prior written consent of Administrative Agent in its sole and absolute discretion.


 


(f)       Flood
Insurance. Unless flood insurance will first have been obtained, no Unit will be located in an area that has been identified
by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been
made available under the National Flood Insurance Act of 1968.


 


(g)       Compliance
with Permitted Exceptions. Borrower will, and will cause each of Borrower’s Subsidiaries to, keep and maintain in full
force and effect all restrictive covenants, development agreements, easements and other agreements with Governmental Authorities
and other Persons that are necessary or desirable for the use and occupancy of the Approved Subdivision and the sale of Units
therein. Borrower will not, and will not cause or permit any of Borrower’s Subsidiaries to, default in any material respect
under any such covenants, development agreements, easements and other agreements and will diligently enforce its rights thereunder.


 


(h)       Model
Complexes. With respect to each Approved Subdivision, unless otherwise agreed by Administrative Agent, Borrower will, and
will cause each Project Owner to, maintain an active complex of Model Units representing some of the Unit types available for
sale in such Approved Subdivision.


 


6.5          Information and Statements. Borrower will furnish the following information and statements to Administrative Agent:


 


(a)       Annual
Statements - Borrower. Within one hundred twenty (120) days after the close of each Fiscal Year of Borrower unqualified financial
statements of Borrower, certified and signed by the chief financial officer of Borrower or Parent in form satisfactory to Administrative
Agent, prepared in accordance with GAAP in each case on a consolidated and consolidating basis, including balance sheets as of
the end of such Fiscal Year and statements of income and retained earnings and a statement of cash flows, and setting forth in
comparative form the balance sheet, income statement, retained earnings and cash flow figures for the preceding Fiscal Year.


 


(b)       Annual
Statements - Parent. Within one hundred twenty (120) days after the close of each Fiscal Year of Parent unqualified, audited
annual financial statements of Parent, certified and signed by the chief financial officer of Parent in form satisfactory to Administrative
Agent, and audited by PricewaterhouseCoopers or another nationally recognized independent certified public accountants reasonably
acceptable to Administrative Agent, prepared in accordance with GAAP in each case on a consolidated and consolidating basis, including
balance sheets as of the end of such Fiscal Year and statements of income and retained earnings and a statement of cash flows,
and setting forth in comparative form the balance sheet, income statement, retained earnings and cash flow figures for the preceding
Fiscal Year.





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(c)       Quarterly
Financial Statements - Borrower. Within sixty (60) days after the close of each quarterly period of each Fiscal Year, company-prepared
financial statements for Borrower on a consolidated and consolidating basis, including balance sheets as of the end of such period,
statements of income and retained earnings and a statement of cash flows, in each case for the portion of the Fiscal Year ending
with such fiscal period, all certified and signed by the chief financial officer of Borrower in form satisfactory to Administrative
Agent. All consolidated and consolidating balance sheets shall set forth in comparative form figures for the preceding year end
and the corresponding period in the preceding Fiscal Year. All such income statements shall reflect year-to-date figures.


 


(d)       Quarterly
Financial Statements - Parent. Within sixty (60) days after the close of each quarterly period of each Fiscal Year, company-prepared
financial statements for Parent on a consolidated and consolidating basis, including balance sheets as of the end of such period,
statements of income and retained earnings and a statement of cash flows, in each case for the portion of the Fiscal Year ending
with such fiscal period, all certified and signed by the chief financial officer of Parent in form satisfactory to Administrative
Agent. All consolidated and consolidating balance sheets shall set forth in comparative form figures for the preceding year end
and the corresponding period in the preceding Fiscal Year. All such income statements shall reflect year-to-date figures. Such
quarterly financial statements of Parent shall also include a list of all outstanding Guarantees by Parent (including, without
limitation, payment, completion, and so-called “bad boy” guaranties) and such information regarding such Guarantees
(including copies thereof and any actual or potential claims or demands thereon) as Administrative Agent may reasonably request.


 


(e)       Monthly
Sales Reports. Within fifteen (15) days after the end of each month, sales reports in form reasonably satisfactory to Administrative
Agent reflecting Borrower’s and the Project Owners’  sales of all residential units in Borrower’s and each Project
Owner’s projects (including, but not limited to, the Approved Subdivisions).


 


(f)       Weekly
Reports. On or before the last Business Day of each week, a report of sales and closings for Borrower in the Approved Subdivision
during the previous week which shall include backlog, periodic and cumulative sales and closing activities.


 


(g)       Borrowing
Base Reports. Monthly, as and when required pursuant to Section 3.6, a Borrowing Base Report.


 


(h)       Other
Reports. As and when requested by Administrative Agent, such other periodic reports, documents, and schedules as may be requested
by Administrative Agent from time to time.


 


(i)        Compliance
Information. All annual financial statements pursuant to Sections 6.5(a) and 6.5(b) and all quarterly financial
statements pursuant to Sections 6.5(c) and 6.5(d) will also be accompanied by a Compliance Certificate signed by the chief
financial officer of the reporting entity. Notwithstanding anything in this Agreement to the contrary, Borrower and Parent shall
timely deliver such financial information as may be necessary to promptly and accurately calculate any financial ratio or covenant
required





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under
this Agreement even if such information is not specifically enumerated herein. Any review of any financial statements provided
by Borrower or Parent used to test any financial ratio or covenant will not waive Administrative Agent’s rights to require
further review or audit of such information or any rights if such further review or audit indicates financial information contrary
to the financial statements provided by Borrower.


 


(j)       Additional
Notices. Borrower will promptly notify the Administrative Agent and each Lender of:


 


(i)         the occurrence of any Default;


 


(ii)        the
filing or commencement of any action, suit, investigation or proceeding by or before any arbitrator or Governmental Authority
against or affecting Borrower or any Affiliate thereof, including pursuant to any applicable Environmental Laws, that could reasonably
be expected to be adversely determined, and, if so determined, could reasonably be expected to result in liability of Borrower,
Parent, or their respective Subsidiaries in an aggregate amount exceeding $100,000 or otherwise result in a Material Adverse Change;


 


(iii)       the
occurrence of any ERISA Event that, either individually or together with any other ERISA Events, could reasonably be expected
to result in liability of Borrower, Parent, or their respective Subsidiaries in an aggregate amount exceeding $100,000 or otherwise
result in a Material Adverse Change;


 


(iv)       notice
of any action arising under any Environmental Law or of any noncompliance by Borrower or any Subsidiary with any Environmental
Law or any permit, approval, license or other authorization required thereunder that, if adversely determined, could reasonably
be expected result in liability of Borrower, Parent, or their respective Subsidiaries in an aggregate amount exceeding $100,000
or otherwise result in a Material Adverse Change;


 


(v)       any
material change in accounting or financial reporting practices by Borrower, Parent or any of their respective Subsidiaries;


 


(vi)       any
matter or development that has had or could reasonably be expected to result in a Material Adverse Change.


 


(vii)      Each
notice delivered under this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth the
details of the occurrence requiring such notice and stating what action Borrower has taken and proposes to take with respect thereto.


 


(k)       Other
Items and Information. Borrower shall also provide such other information concerning Borrower, each Loan Party, the Approved
Subdivisions, Lots and Units, and the assets, business, financial condition, operations, prospects, and results of operations
of Borrower and the other Loan Parties as Administrative Agent reasonably requests from time to time. Such other items shall include,
without limitation, Borrower’s





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certification
that all Purchase Contracts with respect to Units included in Eligible Assets satisfy the requirements of this Agreement.


 


6.6          Law; Judgments; Material Agreements; Approvals and Permits. Borrower agrees that Borrower will comply with, and cause each
of Borrower’s Subsidiaries to comply with, all laws, ordinances, regulations, and rules (federal, state, and local) and
all judgments, orders, and decrees of any arbitrator, other private adjudicator, or Governmental Authority relating to Borrower,
any Subsidiary of Borrower, the Approved Subdivisions, any Lots, any Units or the other assets, business, or operations of Borrower
or any Subsidiary of Borrower. Borrower also agrees to comply with, and cause each of Borrower’s Subsidiaries to comply
with, all material agreements, documents, and instruments to which Borrower, or any Subsidiary of Borrower, is a party or by which
Borrower, any Subsidiary of Borrower, the Approved Subdivisions, any Lots, any Units, or any of the other assets of Borrower or
any Subsidiary of Borrower are bound or affected. Borrower also agrees to comply with, and cause each Subsidiary of Borrower to
comply with, all Requirements (including, without limitation, as applicable, requirements of the Federal Housing Administration
and the Veterans Administration) and all conditions and requirements of all Approvals and Permits. Borrower, at its expense, will
obtain and maintain in effect, and cause each Subsidiary of Borrower to obtain and maintain in effect, from time to time all Approvals
and Permits required for the business activities and operations then being conducted by Borrower and its Subsidiaries and as may
be required to enable Borrower and its Subsidiaries to comply with their respective obligations hereunder and under the other
Loan Documents.


 


6.7          Impositions and Other Indebtedness. Except for amounts being contested as provided in paragraph (b) of the definition
of Permitted Exceptions and other assessments in connection with an Approved Subdivision, Borrower will pay and discharge (a)
before delinquency all Impositions affecting Borrower, any Subsidiary of Borrower or their respective assets, (b) when due all
lawful claims (including, without limitation, claims for labor, materials, and supplies), which, if unpaid, might become a Lien
or Encumbrance upon any of the assets of Borrower or any of its Subsidiaries, and (c) all its other Indebtedness, when due.


 


6.8          Assets and Property . Borrower will, and will cause each Subsidiary of Borrower to, maintain, keep, and preserve all of
its assets (tangible and intangible) necessary or useful in the proper conduct of its business and operations in good working
order and condition, ordinary wear and tear excepted.


 


6.9          Casualty and Liability Insurance. Borrower, at its expense, shall, and shall cause each Subsidiary of Borrower to, maintain
with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily
maintained by companies engaged in the same or similar businesses operating in the same locations.


 


(a)       Other
Requirements - California. Borrower acknowledges that Borrower has been advised by Administrative Agent of, and agrees that
the requirements of this Section are in compliance with, the following legal limitation regarding hazard insurance coverage for
the Approved Subdivisions pursuant to Civil Code Section 2955.5: “No lender shall require a borrower, as a condition of
receiving or maintaining a loan secured by real property, to provide hazard insurance coverage against risks to the improvements





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on
that real property in an amount exceeding the replacement value of the improvements on the property.”


 


(b)       Other
Requirements - Arizona. Borrower acknowledges that Borrower has been advised by Administrative Agent of, and agrees that the
requirements of this Section are in compliance with, the following legal limitation regarding hazard insurance coverage the Property
pursuant to Arizona Revised Statutes Section 44-1208: “. . . . for any loan that is secured by real property, a person shall
not require as a condition of the loan that Borrower obtain property insurance coverage in an amount that exceeds the replacement
cost of the improvements as established by the property insurer.”


 


6.10         ERISA.


 


(a)       Borrower
and the ERISA Affiliates each will take all actions and fulfill all conditions necessary to maintain any and all Plans in substantial
compliance with applicable requirements of ERISA, the Code and applicable foreign law until such Plans are terminated, and the
liabilities thereof discharged, in accordance with applicable Law.


 


(b)       No
Plan will have any “accumulated funding deficiency” (within the meaning of Section 412 of the Code), which deficiency
could cause a Material Adverse Change.


 


(c)       Borrower
and the ERISA Affiliates each will take and fulfill all actions and conditions necessary to maintain, and will maintain, substantial
compliance of any and all employee benefit plans established or maintained, or to which contributions are made by Borrower and
the ERISA Affiliates with the requirements of ERISA and the rules and regulations adopted thereunder, in each case as in effect
at the time.


 


(d)       Borrower
and each shareholder in Borrower shall continue to qualify at all times as an “operating company” pursuant to United
States Department of Labor Regulation § 2510.3-101(c), and Borrower and each shareholder in Borrower shall otherwise act
to ensure that the assets of Borrower and each member in Borrower are not “plan assets” of any employee benefit plan
subject to the fiduciary responsibility requirements of ERISA, or, subject to receipt of prior notice by Administrative Agent
and Administrative Agent’s consent thereto, Borrower and each shareholder in Borrower shall otherwise ensure that an exemption
from Section 406 of ERISA is available to cover the loan transaction with respect to each portion thereof.


 


6.11         Additional
Covenants Relating to Construction.


 


(a)       Commencement
and Completion of Lot Improvements. Borrower agrees to cause Lot Improvements to be constructed in a good and workmanlike
manner; in compliance with all applicable Requirements; and, unless otherwise consented to by Administrative Agent in advance
in writing, in substantial accordance with the respective A&D Lot Development Plans and Specifications. Upon demand by Administrative
Agent, Borrower will correct any material defect in the Lot Improvements or any material departure from any applicable Requirements
or, to the extent not theretofore approved in writing by Administrative Agent, the respective A&D Lot Development Plans and





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Specifications.
All Lot Improvements shall be substantially completed within the applicable schedule approved by Administrative Agent in connection
with approval of the applicable Approved Subdivision.


 


(b)       Commencement
and Completion of Units. Borrower agrees to cause Units to be constructed in a good and workmanlike manner; in compliance
with all applicable Requirements; and, unless otherwise consented to by Administrative Agent in advance in writing, in substantial
accordance with the respective Unit Plans and Specifications. Upon demand by Administrative Agent, Borrower will correct any defect
in its respective Units or any material departure from any applicable Requirements or, to the extent not theretofore approved
in writing by Administrative Agent, the respective Unit Plans and Specifications. Each Unit shall be substantially completed within
nine (9) months after the Unit Eligibility Date for such Unit.


 


(c)       Budget
Changes. Borrower agrees that, without Administrative Agent’s prior written consent (not to be unreasonably withheld),
Borrower will not, and will not permit any Subsidiary of Borrower to, amend or modify the A&D Lot Development Budgets or the
Unit Budgets more often than once per calendar year.


 


(d)       Certain
Information Relating to Improvements. Borrower agrees that it will obtain and provide to Administrative Agent, upon Administrative
Agent’s request the actual costs, expenses, and fees incurred by Borrower for labor and other work performed on the Lot
Improvements and Units and for materials incorporated in the Lot Improvements and Units as indicated by bills, invoices, receipts,
statements, vouchers, or other written evidence satisfactory to Administrative Agent showing the costs, expenses, and fees incurred.


 


6.12        [Reserved]


 


6.13        Rights
of Inspection; Correction of Defects.


 


(a)       Generally.
Administrative Agent and its respective agents, employees, and representatives will have the right, in its sole discretion, to
enter upon each Approved Subdivision, during business hours and, if requested by Borrower, accompanied by representative of Borrower,
in order to inspect the Approved Subdivision, the Lot Improvements, the Units and all aspects thereof. So long as no Default has
occurred and is continuing and unless Administrative Agent has reasonably determined that an immediate and/or unannounced inspection
is necessary, Administrative Agent will endeavor to give Borrower reasonable advance notice of inspections. Inspections will be
subject to Borrower’s reasonable and customary safety requirements applicable to active construction sites. Borrower acknowledges
that Administrative Agent, in its sole discretion, may inspect or cause to be inspected on a monthly basis at least 25% of the
Lots and 25% of the Units included in the Eligible Assets. Administrative Agent is under no obligation to perform any such inspections.
If Administrative Agent determines that any materials or work do not conform with the respective A&D Lot Development Plans
and Specifications and the Unit Plans and Specifications, as applicable, in all material respects or with any applicable Requirements
or are otherwise not in conformity with sound





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building
practice, Administrative Agent will have the right to stop the work on the affected Lots and Unit(s) and to order replacement
or correction of any such materials or work regardless of whether or not such materials or work have theretofore been incorporated
in the Unit (and/or to require that the affect Lots and Unit(s) be removed from Eligible Assets until such defects or other issues
are corrected), regardless of whether Administrative Agent’s representatives have previously inspected such work or materials,
and regardless of whether Administrative Agent has previously made Revolving Loans to pay for such work or materials. Borrower
will promptly make such replacement or correction.


 


(b)       No
Right to Rely. All inspections by Administrative Agent or on behalf of Administrative Agent, approvals of Draw Requests by
Administrative Agent and other actions by Administrative Agent in connection therewith are not to be construed as a representation
by Administrative Agent to any Person that there has been compliance with the A&D Lot Development Plans and Specifications
and the Unit Plans and Specifications, the Loan Documents, the applicable Requirements, or that the Lots or Units are free of
defects in materials or workmanship. No such inspections or review will limit any of the rights and remedies of Administrative
Agent pursuant to this Agreement or the other Loan Documents, including without limitation, the right to require compliance with
Section 6.11. Based on such inspections, Administrative Agent may adjust the Eligible Assets, Asset Values, Maximum Allowed
Advances and other calculations pursuant to this Agreement. Borrower may make or cause to be made such other independent inspections
as Borrower may desire for its own protection.


 


(c)       Inspector(s).
Administrative Agent may employ outside inspectors to perform some or all of the inspection duties set forth in this Section
6.13 and may also elect to have its own employees perform some or all of such inspection duties and review the reports of
outside inspectors.


 


(d)       Miscellaneous.
Any inspections or determinations made by Administrative Agent or lien waivers, receipts, or other agreements, documents, and
instruments obtained by Administrative Agent are made or obtained solely for Administrative Agent’s own benefit and not
in any way for the benefit or protection of Borrower. Administrative Agent may accept and rely on any information from an architect,
any other Person providing labor, materials, or services for the Approved Subdivision, Borrower, or any other Person as to labor
or materials furnished or incorporated in the Units or the Approved Subdivision and the cost and payment therefor and as to all
other matters relating to construction of the Lot Improvements and Units without the necessity of verifying such information.
Administrative Agent will not have any obligation to Borrower to ensure compliance by contractor, engineer, or any other Person
in carrying out construction of the Lot Improvements or Units.


 


6.14       Verification of Costs. Administrative Agent will have the right (but no obligation) at any time and from time to time to
review and verify all costs, expenses, and fees submitted by Borrower. Based on its review and verification of costs, expenses,
and fees, Administrative Agent will have the right to reduce or increase the applicable Asset Values.





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6.15        Use of Proceeds of Revolving Loans. Borrower will use proceeds of Revolving Loans only for the purposes described in Section
2.4(b).


 


6.16        Further Assurances. Borrower will promptly execute, acknowledge, and deliver such additional agreements, documents, and
instruments and do or cause to be done such other acts as Administrative Agent may reasonably request from time to time to better
assure, preserve, protect, and perfect the interest of Administrative Agent in the Collateral and the rights and remedies of Administrative
Agent under this Agreement and the other Loan Documents. Without limiting the foregoing, to the extent that Administrative Agent
determines from time to time the Pledge Agreement, financing statements, subordinations, and other documents are required in order
to perfect all Liens and Encumbrances in favor of Administrative Agent, and cause all Collateral encumbered by the Pledge Agreement
to be subject only to Permitted Exceptions, Borrower will execute and deliver such documents, instruments and other agreements
as Administrative Agent may request.


 


6.17        Costs and Expenses of Borrower’s Performance of Covenants and Satisfaction of Conditions. Borrower will perform all
of its obligations and satisfy all conditions applicable to it under this Agreement and the other Loan Documents at its sole cost
and expense.


 


6.18        Pledge of Equity Interest in Subsidiaries. The Borrower shall at all times cause the Obligations to be secured by a valid,
perfected, enforceable, first priority pledge of and Liens on all right, title, and interest in the Equity Interests owned by
(i) Borrower and each Intermediate Entity in all of the direct and indirect Equity Interests of the Subsidiaries of Borrower,
and (ii) LHI in all of the Equity Interests of Borrower. The Borrower acknowledges and agrees that such Liens on Equity Interests
shall be granted to the Administrative Agent pursuant to the Pledge Agreement. In addition, with respect to Subsidiaries acquired
or arising after the Effective Date, the Borrower shall deliver the documentation required by the Pledge Agreement and the documentation
described in Section 4.2(h) and (i).


 


6.19        Homeowners’  Associations. Borrower shall, and shall cause each Subsidiary of Borrower to, timely and diligently perform
all obligations of Borrower and each Subsidiary of Borrower and, if controlled by Borrower or a Subsidiary of Borrower, the declarant,
sponsor, or controlling person of all homeowners’  associations in the Approved Subdivision and all subassociations or community
associations and Borrower shall, and shall cause each Subsidiary of Borrower to, pay or cause to be paid when due all dues, assessments,
in-lieu payments and subsidies due from Borrower, any such Subsidiary, or the developer. Borrower shall, to the extent practicable
and within Borrower’s control, cause such associations to be managed and to perform their obligations as such associations
for the benefit of the developments and homeowners in a manner consistent with and at least equal to their prior and present management
so that all community and recreational facilities, and all landscaping, security gates, lighting and other amenities will be maintained
and operated in the manner heretofore contemplated. Borrower shall enforce on a timely basis all covenants, conditions and restrictions
applicable to the Approved Subdivision and the property within the Approved Subdivision which are material to the value of the
Collateral and with respect to which Borrower is entitled to pursue such enforcement.


 


6.20        Deposit Accounts. Borrower shall, and shall cause its Subsidiaries to, maintain Western Alliance Bank as their principal
depository bank for all deposit accounts and operating





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accounts
related to the projects financed pursuant hereto, and, to the extent permitted by law and contractual agreements, security and
escrow deposits for such projects.


 


6.21        Separateness Covenants. Borrower agrees that except as permitted by this Agreement or the other Loan Documents, (a) Borrower
and its Subsidiaries shall maintain separate records, books and accounts from those of Parent and its other Subsidiaries; (b)
each Project Owner shall maintain separate books and records with respect to the Approved Subdivisions of that Project Owner,
(c) Borrower shall not, and shall not cause of permit any of its Subsidiaries to commingle funds or assets with those of Parent
or its other Subsidiaries; (d) Borrower shall correct any known misunderstanding regarding its and each Project Owner’s
separate identity; (e) Borrower shall, and shall cause each Project Owner to, maintain its assets in such a manner that it will
not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other entity; and (f) Borrower
shall, and shall cause each Project Owner to, hold regular meetings, as appropriate, to conduct its business and observe all organizational
formalities and record keeping.


 


6.22        Post-Closing Requirements. Borrower will comply with the requirements set forth on Exhibit G.


 


ARTICLE
7

BORROWER NEGATIVE COVENANTS


 


The
following negative covenants shall be applicable to Borrower and (as designated) Guarantor until this Agreement has terminated
or expired and all Obligations are paid and performed in full and Administrative Agent, Issuing Bank and Lenders have no further
obligation to make any Credit Extensions to Borrower or any other Loan Party:


 


7.1           Indebtedness. Borrower will not, nor will it permit any Subsidiary of Borrower to, create, incur, assume or suffer to exist
any Indebtedness, except:


 


(a)       Indebtedness under the Loan Documents and Guarantees of such


 


Indebtedness.


 


(b)       Trade
debt incurred in the ordinary course of Borrower’s or a Project Owner’s business and paid in the ordinary course of
Borrower’s or such Project Owner’s business and in any event not more than ninety (90) days after the invoice date,
or if a payment date is specified in the applicable invoice within ninety (90) days after such specified payment date.


 


(c)       Indebtedness
in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in
connection with money borrowed, in each case provided in the ordinary course of business, including those incurred to secure health,
safety and environmental obligations in the ordinary course of business.


 


(d)       Indebtedness
(i) resulting from a bank or other financial institution honoring a check, draft or similar instrument in the ordinary course
of business or (ii) arising under or in connection with cash management services in the ordinary course of business.





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7.2           Liens. Borrower will not, nor will it permit any Subsidiary of Borrower to, create, incur, assume or suffer to exist any
Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:


 


(a)       With respect to Real Estate Inventory, the Permitted Exceptions;


 


(b)       Involuntary
Liens for Impositions that are not delinquent and such Liens are being contested in good faith and by appropriate proceedings
for which adequate reserves shall have been established on Borrower’s books in accordance with GAAP;


 


(c)       Inchoate
Liens imposed by law, such as carriers’ , warehousemen’s, mechanics’  and materialmen’s Liens and other
similar Liens arising in the ordinary course of business with respect to amounts that are not yet delinquent;


 


(d)       Liens
arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other
social security or retirement benefits, or similar legislation;


 


(e)       Bankers’
Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalent Investments on deposit
in one or more accounts maintained by Borrower or any Project Owner, in each case in the ordinary course of business in favor
of the bank or banks with which such accounts are maintained provided, that except with respect to Liens in favor of Administrative
Agent for the benefit of Lenders, in no case shall any such Liens secure (either directly or indirectly) the repayment of any
Indebtedness;


 


(f)       Liens
arising out of judgments or awards not resulting in an Event of Default; provided that such Liens do not attach to any
Eligible Assets;


 


(g)       Any
zoning, building or similar laws or rights reserved to or vested in any Governmental Authority; or


 


(h)       Sale
Leaseback Transactions of Model Units that are permitted under this Agreement.


 


7.3           Fundamental Changes. None of the Loan Parties will dissolve, divide or liquidate, nor will Borrower or any Subsidiary become
a party to any merger or consolidation or plan of division, or acquire by purchase, lease or otherwise all or substantially all
of the assets or capital stock of any Person. In addition, Borrower shall not cause or permit a Change of Control.


 


7.4           Prohibition on Amendments to Organizational Documents. Without the prior written consent of Administrative Agent (which
consent may be granted or withheld in the reasonable discretion of the Administrative Agent), Borrower shall not allow any amendments
to be made in the terms of any Organizational Documents of Borrower or any Subsidiary. In addition, if the Organizational Documents
of Borrower or any Borrower Subsidiary provide such Person will be managed by a manager, such manager at all times must be the
sole member of such Person.





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7.5           Lines of Business. Borrower (directly or through any other Persons) will not engage in or permit any Project Owner to engage
in any line or lines of business activity other than the Approved Lines of Business.


 


7.6           Transfers.


 


(a)       No
Sale or Transfer. Except as permitted by this Agreement or sales of Real Estate Inventory in the ordinary course of business,
Borrower shall not, and shall not permit any Subsidiary of Borrower to, sell or otherwise transfer (whether voluntarily or involuntarily)
any Approved Subdivision or other Real Estate Inventory of Borrower or such Subsidiary.


 


(b)       No
Transfers to Affiliates. Borrower shall not sell or transfer, or permit any Subsidiary to sell or transfer, any material property
or assets to Affiliates.


 


7.7           Restricted
Payments. Borrower will not, and will not permit any Subsidiary to, declare or make, directly or indirectly, any Restricted
Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default or Event of Default shall
have occurred and be continuing at the time of any action described below or would result therefrom:


 


(a)       each
Subsidiary may make Restricted Payments to Borrower and any other Person that owns an Equity Interest in such Subsidiary, ratably
according to their respective holdings of such Equity Interests in respect of which such Restricted Payment is being made;


 


(b)       Borrower
and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the
substantially concurrent issue of new common Equity Interests; and


 


(c)       Borrower
may (i) declare or pay cash dividends or distributions to LHI and (ii) purchase,
redeem or otherwise acquire for cash its Equity Interests if, in either such case, after giving effect thereto, (A) no
Default or Event of Default shall have occurred and be continuing, (B) Borrower’s Net Income (as determined in
accordance with GAAP) for the Fiscal Year in respect of which such dividend or distribution is being made is greater than
zero, and (C) the amount of such dividend or distribution is not greater than such Net Income for such Fiscal
Year.


 


7.8           Investments. Borrower will not, and will not permit any Subsidiary to, make any Investments, except Permitted Investments.


 


7.9          Transactions with Affiliates. Borrower will not, and will not permit any Subsidiary to, enter into any transaction of any
kind with any Affiliate of Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms
substantially as favorable to Borrower or such Subsidiary as would be obtainable by Borrower or such Subsidiary at the time in
a comparable arm’s-length transaction with a Person other than an Affiliate.


 


7.10         Certain Restrictive Agreements. Borrower will not, and will not permit any Subsidiary to, enter into any contract or other
obligation (other than this Agreement or any other





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Loan
Document) that, directly or indirectly, (a) limits the ability of (i) any Subsidiary to make Restricted Payments to Borrower or
to otherwise transfer property to Borrower, (ii) any Subsidiary to Guarantee Indebtedness of Borrower or (iii) Borrower or any
Subsidiary to create, incur, assume or suffer to exist Liens in favor of Administrative Agent on their respective Equity Interests
to secure the Obligations.


 


7.11         Transfer of Equity Interests. Borrower will not cause, permit, or allow (a) any Equity Interest in Borrower to be transferred,
sold or assigned to any Person other than LHI, or any Lien or Encumbrance to be granted on such Equity Interests in Borrower (other
than in favor of Administrative Agent), and (b) any Equity Interest in any Project Owner or Intermediate Entity to be transferred,
sold, or assigned, or any Lien or Encumbrance to be granted on any such Equity Interest (other than in favor of Administrative
Agent).


 


7.12         [Reserved].


 


7.13         Financial Covenants. Borrower and Parent shall not violate any of the following financial covenants:


 


(a)       Liquidity.
At all times during the term of the Loan, Parent, the consolidated Subsidiaries of Parent, and the other Loan Parties shall maintain
Liquidity at a minimum of $40,000,000, tested by Administrative Agent on a quarterly basis, as verified by Administrative Agent
pursuant to bank and/or brokerage statements furnished to Administrative Agent by Borrower and/or Parent. The first quarterly
testing period shall end on December 31, 2019. As used herein, Minimum Liquidity will only be measured based on bank or brokerage
accounts held in their own name by Parent and the other Loan Parties. “Liquidity” means an amount equal to
the sum of: (i) Parent’s, its consolidated Subsidiaries’ , and the other Loan Parties’  aggregate unencumbered
and unrestricted cash (including (x) cash deposited with Western Alliance Bank to cash collateralize letters of credit issued
by Western Alliance Bank for the account of Borrower or another Loan Party to the extent such cash has not been applied to reimbursement
and other obligations in respect of such letters of credit and (y) other deposit accounts maintained pursuant to Section 7.13(b)),
(ii) Parent’s, its consolidated Subsidiaries’ , and the other Loan Parties’  aggregate unencumbered and unrestricted
cash equivalents (to the extent consisting of readily marketable securities, excluding “margin stock” [within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System], restricted stock and stock subject to the provisions
of Rule 144 of the Securities and Exchange Commission), deemed by Administrative Agent in its sole and absolute discretion to
be liquid, and (iii) the Undrawn Availability; provided, however, Liquidity shall only include such cash and other
assets held with financial institutions in the United States and shall not include cash or other assets held by Parent’s
Subsidiaries that are not formed pursuant to the laws of the United States (or a State of the United States) and with operations
exclusively in the United States.


 


(b)       Minimum
Deposits. Parent shall maintain, or cause to be maintained, average daily free collected balances on deposit at Western Alliance
Bank in the aggregate amount of at least $25,000,000, and of such amount, this covenant to be tested by Administrative Agent as
of the end of each fiscal quarter of Parent (commencing with the





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fiscal
quarter ending December 31, 2019) for the fiscal quarter then ended. Such deposits shall be maintained by Parent, another Loan
Party or other Subsidiaries of Parent designated in writing by Parent to Administrative Agent in such form as Administrative Agent
may reasonably request. For clarity and for purposes of determining compliance with this Section 7.13(b), such free collected
balances shall include Cash Collateral held by Western Alliance Bank as the Issuing Bank (or as the Administrative Agent) in order
to Cash Collateralize L/C Obligations pursuant to Section 2.05 or Section 2.19 to the extent that such Cash Collateral
has not been applied to the payment of L/C Obligations or other Obligations and without limiting any Loan Party’s obligation
with respect to the pledge and maintenance of such Cash Collateral.


 


(c)       Minimum
Tangible Net Worth. At all times during the term of the Loan, Parent shall maintain a minimum Tangible Net Worth equal or
greater than the applicable Required Tangible Net Worth, to be tested by Administrative Agent on a quarterly basis, beginning
on December 31, 2019.


 


(d)       Maximum
Leverage Ratio. At all times during the term of the Loan, Parent shall maintain a Leverage Ratio not greater that the ratios
set forth in the table below for the applicable periods. The Leverage Ratio shall be tested by Administrative Agent on a quarterly
basis, beginning with the fiscal quarter ending on December 31, 2019. The “Leverage Ratio” means the ratio
determined by Administrative Agent and calculated by taking (a) the sum of (i) Consolidated Debt minus (ii) the Subordinated Debt
pursuant to the Intercompany Subordination Agreement, divided by (b) Total Capitalization. “Total Capitalization”
means the sum (without duplication) of (a) Tangible Net Worth, plus (b) the Subordinated Debt pursuant to the Intercompany Subordination
Agreement and plus (c) Consolidated Debt. The maximum Leverage Ratio shall be as follows:


 


	Fiscal
    Quarter End	Maximum
    Leverage Ratio
	December
    31, 2019	0.75:1.00
	March
    31, 2020	0.75:1.00
	June
    30, 2020	0.75:1.00
	September
    30, 2020	0.75:1.00
	December
    31, 2020	0.75:1.00
	March
    31, 2021	0.65:1.00
	June
    30, 2021	0.65:1.00
	September
    30, 2021	0.65:1.00
	December
    31, 2021	0.65:1.00
	March
    31, 2022 and each	0.60:1.00
	Fiscal
    Quarter thereafter	 


 


(e)       Interest
Coverage. Commencing with the fiscal quarter ending December 31, 2020, and continuing at the end of each calendar quarter
thereafter, Parent shall maintain a ratio of Consolidated EBITDA to Consolidated Interest Expense in an amount greater than or
equal to 1.50 to 1.00. The interest only coverage ratio shall be calculated by Administrative Agent based upon the Consolidated
EBITDA and Consolidated Interest Expense for the applicable preceding consecutive four (4) quarter period.





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ARTICLE
8

EVENTS OF DEFAULT


 


8.1          Events of Default. Each of the following will be an event of default which entitles Administrative Agent to exercise the
rights and remedies in Section 8.2 (each, an “Event of Default”):


 


(a)       Payment.


 


(i)         Borrower
shall fail to pay any principal of any Revolving Loan when and as the same shall become due and payable, whether at the due date
thereof or at a date fixed for prepayment thereof, on maturity, or otherwise;


 


(ii)        Borrower
shall fail to pay any reimbursement obligation in respect of any L/C Disbursement when and as the same shall become due and payable,
whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;


 


(iii)       Borrower
shall fail to Cash Collateralize L/C Obligations as and when required under this Agreement and the other Loan Documents; or


 


(iv)       Borrower
shall fail to pay any interest on any Revolving Loan, any L/C Obligation, or any fee or any other amount (other than an amount
referred to in paragraph (i) or (ii) of this Section) payable under this Agreement, any other Loan Document or the
Fee Letter, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three
(3) or more Business Days.


 


(b)       Negative
Covenants/Financial Covenants. Borrower or any Subsidiary of Borrower shall fail to perform any term, covenant or
agreement contained in Article 7 or (ii) Borrower or Parent shall breach or
violate any financial covenant contained in Section 7.13.


 


(c)       Other
Defaults. Any Loan Party shall fail to perform any obligation not specifically identified in Section 8.1(a) or 8.1(b)
or perform any other obligation not involving the payment of money, or to comply with any other term or condition applicable
to any Loan Party, under any Loan Document and (except with regard to the obligation to maintain insurance pursuant to Section
6.9) such failure continues following the expiration of thirty (30) days after written notice of such failure by the Administrative
Agent to Borrower unless Borrower has commenced such cure within such thirty (30) day period, in which event no Event of Default
shall be deemed to have occurred if within such thirty (30) day period Borrower commences a diligent effort to cure such failure
and continues such diligent effort until such failure is fully and completely cured, which in all events must occur within sixty
(60) days of the notice of such failure.


 


(d)       Representations
and Warranties. Any representation or warranty by any Loan Party in any Loan Document is materially false, incorrect, or misleading
as of the date made or received; provided, however, that such breach of a representation or warranty





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shall
not constitute an Event of Default in the event that (a) such breach is not intentional,
(b) such breach is immaterial, and (c) such breach is remedied in a timely manner
and in any event not more than thirty (30) days after the earlier of Administrative Agent’s request or when a
Responsible Officer of the Borrower has actual knowledge of such breach.


 


(e)       Material Adverse Change. The occurrence of a Material Adverse Change.


 


(f)       Failure
to Maintain Insurance. Any of the insurance coverages required pursuant to Section 6.9 lapses or expires without being
replaced by other insurance policies that comply with Section 6.9 prior to such lapse or expiration.


 


(g)       Other
Indebtedness. (i) The Parent or LHI shall fail to make any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness under the Loan Documents) or Guarantee
of Indebtedness having an aggregate principal amount of more than $10,000,000, in each case beyond the applicable grace period
with respect thereto, if any; (ii) the Borrower or any Subsidiary Guarantor shall fail to make any payment when due (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise) in respect of any Indebtedness (other than Indebtedness
under the Loan Documents) or Guarantee of Indebtedness having an aggregate principal amount of more than $500,000, in each case
beyond the applicable grace period with respect thereto, if any; or (iii) the Parent, LHI, Borrower, or any Subsidiary Guarantor
shall fail to observe or perform any other agreement or condition relating to any such Indebtedness in clause (i) for the Parent
or LHI, and clause (ii) for Borrower or Subsidiary Guarantor, or contained in any instrument or agreement evidencing, securing
or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder
or holders or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased,
prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness
to be made, prior to its stated maturity.


 


(h)       Involuntary
Proceedings. An involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation,
reorganization or other relief in respect of Borrower or any other Loan Party or any of their debts, or of a substantial part
of any of their assets, under any Debtor Relief Law now or hereafter in effect or (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for Borrower or any other Loan Party or for a substantial part of any
of their assets, and, in any such case, such proceeding or petition shall continue undismissed for a period of sixty (60) or more
days or an order or decree approving or ordering any of the foregoing shall be entered.


 


(i)       Voluntary
Proceedings. Borrower or any other Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any Debtor Relief Law now or hereafter in effect, (ii) consent to the institution of, or
fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 8.1(h), (iii) apply
for or consent to the






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appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official for Borrower or any other Loan Party or for a
substantial part of the assets of Borrower or any other Loan Party, (iv) file an answer admitting the material allegations of
a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any
action for the purpose of effecting any of the foregoing.


 


(j)       Inability
to Pay. Borrower or any other Loan Party shall become unable, admit in writing its inability or fail generally to pay its
debts as they become due;


 


(k)       Judgments.
There is entered against Borrower or other Loan Party (i) a final judgment or order for the payment of money in an aggregate amount
(as to all such judgments and orders) exceeding $500,000.00 (to the extent not covered by independent third-party insurance as
to which the insurer has been notified of such judgment or order and has not denied or failed to acknowledge coverage), or (ii)
a non-monetary final judgment or order that, either individually or in the aggregate, has or could reasonably be expected to cause
a Material Adverse Change and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or
order, or (B) there is a period of thirty (30) consecutive days during which a stay of enforcement of such judgment, by reason
of a pending appeal or otherwise, is not in effect.


 


(l)       ERISA.
An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan that has resulted or could reasonably be expected to
result in liability of Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount
in excess of $100,000.00.


 


(m)      Control. A Change of Control shall occur.


 


(n)       Enforceability.
Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder or satisfaction in full of all Obligations, ceases to be in full force and effect; or Borrower
or any other Person contests in writing the validity or enforceability of any provision of any Loan Document; or Borrower or any
Loan Party denies in writing that it has any or further liability or obligation under any Loan Document, or purports in writing
to revoke, terminate or rescind any Loan Document.


 


(o)       Dissolution,
etc. The dissolution or liquidation of Borrower or any other Loan Party or the taking of any action by Borrower or any Loan
Party toward a dissolution or liquidation.


 


(p)       Foreclosure
Proceedings. The filing of any foreclosure proceeding, giving notice of a trustee’s sale, or any other action by any
Person, other than Administrative Agent, to realize upon any of the Real Estate Inventory under any Lien or Encumbrance on any
or all of the Collateral, regardless of whether such Lien or Encumbrance is a Permitted Exception.


 


(q)       Other
Loan Documents. The occurrence of an Event of Default pursuant to any other Loan Document.





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(r)       Swap
Contracts. The occurrence or existence of any default, event of default or similar condition or event (however described)
with respect to any Swap Contract.


 


(s)       Other
Defaults. Borrower or any other Loan Party shall make any payment in respect of Subordinated Debt that is not permitted pursuant
to this Agreement or the applicable subordination agreement.


 


8.2           Remedies. Upon the occurrence of any Event of Default and at any time thereafter, for so long as such Event of Default
is continuing:


 


(a)       the
Administrative Agent may, and at the request of the Required Lenders shall, by notice to Borrower, take any or all of the following
actions, at the same or different times:


 


(i)       terminate
the Commitments, and thereupon the Commitments shall terminate immediately;


 


(ii)       declare
the Obligations then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be
due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Obligations so declared
to be due and payable, together with accrued interest thereon and all fees and other Obligations of Borrower accrued hereunder,
shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby
waived by Borrower;


 


(iii)       require
that the Borrower Cash Collateralize the L/C Obligations as provided in Section 2.19; and


 


(iv)       exercise
on behalf of itself, the Lenders all rights and remedies available to it, the Lenders under the Loan Documents and applicable
Law;


 


provided
that, in case of any event with respect to the Borrower described in Section 8.1(h) or (i), the Commitments
shall automatically terminate and the principal of the Revolving Loans then outstanding, together with accrued interest thereon
and all fees and other Obligations accrued hereunder, shall automatically become due and payable, and the obligation of the Borrower
to Cash Collateralize the L/C Obligations as provided in clause (iii) above shall automatically become effective, in each
case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower;


 


(b)       if
and to the extent not previously delivered to Administrative Agent, Borrower will, upon demand of Administrative Agent, deliver
to Administrative Agent all surveys, plans and specifications, building permits, construction contracts and subcontracts, plats
and other maps, lien releases, subdivision reports, annexation documents, declarant’s rights, marketing material and other
documents, permits, licenses and contracts that are necessary to complete construction and marketing of the Lots and Units, and
Borrower will, on demand of Administrative Agent, assign to Administrative





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Agent
such of Borrower’s rights thereunder as Administrative Agent may request. Administrative Agent shall be entitled to use
and rely on all such surveys, plans, specifications, building permits, construction contracts and subcontracts, plats and other
maps and other materials, permits, licenses and contracts without any further authorization or direction from Borrower and without
any further consent from any other Person;


 


(c)       Administrative
Agent may enforce any and all rights and remedies under this Agreement and the other Loan Documents against any or all Collateral
and may pursue all rights and remedies available at law or in equity;


 


(d)       without
limiting any other rights and remedies to which it is entitled, Administrative Agent may, at its option, without notice to Borrower
or without regard to the adequacy of the Collateral for the payment of the Obligations, appoint one or more receivers of the Collateral,
and Borrower does hereby irrevocably consent to such appointment, with such receivers having all the usual powers and duties of
receivers in similar cases, including the full power to maintain, sell, dispose and otherwise operate the Collateral upon such
terms that may be approved by a court of competent jurisdiction;


 


(e)       Administrative
Agent may direct all escrow companies and closing agents to pay over to Administrative Agent directly all moneys to which Borrower
is entitled and held by such parties in pending escrows;


 


provided
that, in case of any event with respect to Borrower described in Section 8.1(h) or Section 8.1(i), the Commitments
shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all
fees and other Obligations accrued hereunder, shall automatically become due and payable without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by Borrower.


 


8.3           Credit Bidding. Administrative Agent or any Lender may purchase, in any public or private sale conducted under the provisions
of the UCC (including pursuant to Sections 9-610 and 9-620 of the UCC), the provisions of the Bankruptcy Code (including pursuant
to Section 363 of the Bankruptcy Code) or at any sale or foreclosure conducted by Administrative Agent (whether by judicial action
or otherwise) in accordance with applicable Laws, all or any portion of the Collateral. The Lenders hereby irrevocably authorize
Administrative Agent, and upon the written consent of the Required Lenders to Credit Bid (in an amount and on such terms as may
be directed by Required Lenders) and purchase at any such sale (either directly or through one or more acquisition vehicles) all
or any portion of the Collateral on behalf of and for the benefit of the Lenders (but not as agent for any individual Lender or
Lenders, unless the Required Lenders shall otherwise agree in writing). Each Lender hereby agrees that, except as otherwise provided
in the Loan Documents or with the written consent of Administrative Agent and the Required Lenders, it will not exercise any right
that it might otherwise have to Credit Bid at any sales of all or any portion of the Collateral conducted under the provisions
of the UCC or the Bankruptcy Code, foreclosure sales or other similar dispositions of Collateral.


 


8.4           Collateral Protection; Completion of Construction. Administrative Agent may at any time, but will not be obligated to,
make Protective Advances which will be deemed to be Revolving Loans hereunder. In addition, Administrative Agent may take all
action necessary to





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complete
the construction of any Units and expend all sums necessary therefor. Administrative Agent may, but will not be obligated to,
make Revolving Loans from time to time to pay all costs and expenses of such completion. All amounts so advanced will be immediately
due and payable by Borrower and will be added to the outstanding principal amount of all Revolving Loans. Administrative Agent
will not have any duty to account to Borrower for any such expenditures.


 


8.5           Secured by Collateral. All Protective Advances, all other advances by Administrative Agent and the Lenders, and all other
charges, costs and expenses, including reasonable attorneys’  fees, incurred or paid by Administrative Agent and the Lenders
in exercising any right, power or remedy conferred by this Agreement or any other Loan Document, or in the enforcement hereof,
or in the protection of the Collateral or the completion of construction of the Real Estate Inventory, together with interest
thereon at the Default Rate, from the date advanced, paid or incurred until repaid. Any Protective Advance will only occur through
Administrative Agent or at Administrative Agent’s direction and will not be funded directly to Borrower or any of its Affiliates
by Administrative Agent or any Lender. Notwithstanding the foregoing, each Protective Advance and the charges, costs and expenses,
including reasonable attorneys’  fees, incurred or paid by Administrative Agent or Lenders in exercising any right, power
or remedy conferred by this Agreement or any other Loan Document or in the enforcement thereof or in the protection of the Collateral
or the completion of Real Estate Inventory shall be charged to Borrower pursuant to Section 10.4. The amount of such Protective
Advances shall be secured by the Pledge Agreement.


 


8.6           Multiple Real and Personal Property Security. Borrower hereby acknowledges that Lenders are extending credit based upon
both the financial statements of the Loan Parties and the values of the Real Estate Inventory. Accordingly, Borrower hereby agrees
that, from and after any Event of Default, Administrative Agent will be allowed, to the greatest extent permitted by applicable
Law, including the laws of whichever jurisdiction Administrative Agent may choose as most facilitating for the exercise of the
rights of Administrative Agent and Lenders (and which may be applicable), to pursue and realize upon all of the remedies available
to Administrative Agent and Lenders under any of the Loan Documents, at law, in equity, or otherwise, and simultaneously or consecutively,
in the discretion of Administrative Agent, including, without limitation, commencement of one or more actions in one or more jurisdictions
for repayment of all or portions of the Obligations, for the separate or simultaneous sale or foreclosure of the Collateral or
portions thereof, for the obtaining of judgments and/or deficiency judgments, for the seeking of injunctive relief and receiverships,
and for maximum access to and realization from the Obligations and Collateral or portions thereof in such manner as Administrative
Agent may deem in the interest of Administrative Agent and Lenders, and Borrower hereby waives any requirement that any deficiency
judgment proceeding be initiated or completed with respect to any other property constituting Collateral as a condition to commencing
any enforcement proceeding against any party or any particular item of Collateral. Borrower hereby expressly acknowledges and
agrees that various consents, waivers and agreements set forth in any of the Loan Documents, including the Pledge Agreements,
were granted in recognition of the foregoing, and that all such waivers, consents and agreements will apply to each other Loan
Document as though set forth therein. Borrower hereby waives the benefits of any “one- action rule” which may be applicable
to it or to any of the Collateral and waives marshaling of assets for itself and all other parties claiming by, through or under
it.





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8.7           Scheduled Payments. Administrative Agent, Lenders and Borrower acknowledge that notwithstanding the continuation of an
Event of Default, Borrower may elect to continue to make scheduled payments. Administrative Agent’s acceptance of any such
payments shall not be a waiver of any of Administrative Agent’s or any Lender’s rights and remedies, and Administrative
Agent and the Lenders shall continue to be entitled to all such rights and remedies (including, without limitation, acceleration
and foreclosure).


 


8.8           Application
of Payments.


 


(a)       So
long as no Event of Default has occurred and is continuing, if at any time insufficient funds are received by and available to
Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds received shall, subject
to Section 2.18, be applied (i) first towards payment of fees, indemnities and expense reimbursements then due hereunder
to the parties entitled thereto; (ii) second, towards payment of interest then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of interest and fees then due to each such parties; (iii) third, towards payment of principal
then due hereunder, ratably among the parties entitled thereof in accordance with the amounts of principal then due to such parties;
and (iv) fourth, towards payment of Bank Product Liabilities then due.


 


(b)       Notwithstanding
anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof
to the Administrative Agent by Borrower or the Required Lenders, all payments received on account of the Obligations shall, subject
to Sections 2.19, shall be applied by the Administrative Agent as follows:


 


(i)         first,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements
and other charges of counsel payable under Section 10.4 and amounts payable under the Fee Letter) payable to the Administrative
Agent in its capacity as such;


 


(ii)        second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts payable to the Lenders (other than
principal, reimbursement obligations in respect of L/C Disbursements, interest and L/C Fees, but including fees and disbursements
and other charges of counsel payable under Section 10.4) arising under the Loan Documents, ratably among them in proportion
to the respective amounts described in this paragraph (ii) payable to them;


 


(iii)       third,
(A) to payment of that portion of the Obligations constituting unpaid principal of the Revolving Loans and unreimbursed L/C
Disbursements and (B) to Cash Collateralize that portion of L/C Obligations comprising the undrawn amount of Letters of
Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 2.19, Section 2.20,
or any other provision of this Agreement, ratably among the Lenders and the Issuing Bank in proportion to the respective
amounts described in this clause (iii) payable to them; provided that (x) any such amounts applied pursuant to subclause
(B) above shall be paid to the Administrative Agent for the ratable account of the Issuing Bank to Cash





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Collateralize
such L/C Obligations, (y) subject to Section 2.19(c) or 2.20, amounts used to Cash Collateralize the aggregate amount
of Letters of Credit pursuant to this clause (iii) shall be used to satisfy drawings under such Letters of Credit as they
occur, and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of Cash Collateral
shall be distributed in accordance with this clause (iii).


 


(iv)       fourth,
to the payment in full of all other Obligations (including Bank Product Liabilities), in each case ratably among the Administrative
Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the
respective amounts thereof then due and payable; and


 


(v)        finally,
the balance, if any, after all Obligations have been indefeasibly paid in full, to Borrower or as otherwise required by Law.


 


If
any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired (without
any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.


 


ARTICLE
9

AGENCY


 


9.1          Appointment and Authority . Each of the Lenders hereby irrevocably appoints Western Alliance Bank to act on its behalf
as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. Except as otherwise provided in Section 9.6(b),
the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, and Borrower shall not have
rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent”
herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such
term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting
parties.


 


9.2          Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its
capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term
“Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may
accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and
generally engage in any kind of business with, Borrower or any Subsidiary or other Affiliate thereof as if such Person were not
the Administrative Agent hereunder and without any duty to account therefor to the Lenders.





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9.3           Exculpatory
Provisions.


 


(a)       The
Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents,
and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative
Agent:


 


(i)         shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and
is continuing;


 


(ii)        shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein
or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that,
in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan
Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under
any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation
of any Debtor Relief Law; and


 


(iii)       shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained
by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 


(b)       The
Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall
believe in good faith shall be necessary, under the circumstances as provided in Sections 8.1 and 10.2), or (ii)
in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and
nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent in writing by Borrower or a Lender.


 


(c)       The
Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement,
instrument or document, or (v) the





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satisfaction
of any condition set forth in Article 4 or elsewhere herein, other than to confirm receipt of items expressly required
to be delivered to the Administrative Agent.


 


9.4           Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability
for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent
or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or
by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.
In determining compliance with any condition hereunder to the making of a Revolving Loan or the issuance, extension, increase,
reinstatement or renewal of a Letter of Credit that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing
Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Bank unless the Administrative
Agent shall have received notice to the contrary from such Lender prior to the making of such Loan or the issuance of such Letter
of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for Borrower), independent accountants
and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice
of any such counsel, accountants or experts.


 


9.5           Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers
hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The
Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through
their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub- agent, and shall apply to their respective activities in connection with
the syndication of the Loan as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for
the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final
and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of
such sub-agents.


 


9.6           Resignation
of Administrative Agent.


 


(a)       The
Administrative Agent may at any time give notice of its resignation to the Lenders and Borrower. Upon receipt of any such notice
of resignation, the Required Lenders shall have the right, upon approval by the Borrower if no Event of Default then exists, such
approval not to be unreasonably withheld or delayed, to appoint a successor, which shall be a bank with an office in Phoenix,
Arizona, or an Affiliate of any such bank with an office in Phoenix, Arizona. If no such successor shall have been appointed by
the Required Lenders as aforesaid and shall have accepted such appointment within thirty (30) days after the retiring Administrative
Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation
Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders,
appoint a successor Administrative Agent meeting the qualifications set forth above; provided that in no event shall any
such successor Administrative Agent be a





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Defaulting
Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice
on the Resignation Effective Date.


 


(b)       If
the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the
Required Lenders may and upon the request of the Borrower shall, to the extent permitted by applicable Law, by notice in writing
to Borrower and such Person remove such Person as Administrative Agent and, upon approval by the Borrower if no Event of Default
then exists, such approval not to be unreasonably withheld or delayed, appoint a successor. If no such successor shall have been
so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as
shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless
become effective in accordance with such notice on the Removal Effective Date.


 


(c)       With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any
indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided
to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if
any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the
retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its
duties and obligations hereunder or under the other Loan Documents. The fees payable by Borrower to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After
the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the
provisions of this Article and Section 10.4 shall continue in effect for the benefit of such retiring or removed Administrative
Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them
while the retiring or removed Administrative Agent was acting as Administrative Agent.


 


9.7           Non-Reliance on Agents and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon
the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties
and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions
in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document
furnished hereunder or thereunder.





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9.8           No Other Duties. Anything herein to the contrary notwithstanding, no Person designated as an “arranger” “syndication
agent”, “bookrunner” or other title shall have any powers, duties or responsibilities under this Agreement or
any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender hereunder.


 


9.9           Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or
any other judicial proceeding relative to Borrower or any other Loan Party, the Administrative Agent (irrespective of whether
the principal of any Revolving Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise
and irrespective of whether the Administrative Agent shall have made any demand on Borrower) shall be entitled and empowered (but
not obligated) by intervention in such proceeding or otherwise:


 


(a)       to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Revolving Loans,
L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable
in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all
other amounts due the Lenders and the Administrative Agent under Section 10.4) allowed in such judicial proceeding; and


 


(b)       to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same in accordance
with the terms of this Agreement and the other Loan Documents;


 


(c)       and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative
Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due
for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel,
and any other amounts due the Administrative Agent under Section 10.4.


 


Nothing
contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf
of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any
Lender.


 


9.10         Bank Product Liability Arrangements. By reason of a Lender’s execution of this Agreement or an Assignment and Assumption,
as the case may be, any Affiliate of such Lender with whom any Loan Party has entered into an agreement creating a Bank Product
Liability shall be deemed a Lender party hereto for the purposes of any reference in a Loan Document to the parties for whomthe
Administrative Agent is acting, it being understood and agreed that the rights and benefits of such Affiliate under the Loan Document
consist exclusively of such Affiliate’s right to share in payments and collections out of the Collateral and guaranty as
more fully set forth in Section 8.8. In connection with any such distribution of payments and collections, the Administrative
Agent shall be entitled to assume no amounts are due to any Lender or its Affiliate





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with
respect to any Bank Product Liability unless such Lender has notified the Administrative Agent in writing of the amount of any
such liability owed to it or its Affiliate prior to such distribution.


 


9.11         Foreclosure. In the event that all or any portion of the Collateral (the “Collateral Property”) is acquired
by Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained
in satisfaction of all or any part of the Obligations, title to any such Collateral Property or any portion thereof shall be held
in the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of the Lenders,
or in an entity co-owned by the Lenders as determined by the Administrative Agent. Administrative Agent shall prepare a recommended
course of action (the “Post-Foreclosure Plan”) for such Collateral Property and any real property owned by
the entities that are Collateral Property (such real property, the “Real Estate Property”) and submit it to
the Lenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required
Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative
Agent, and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation
and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage,
operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral Property acquired and Real Estate
Property and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing
agent and other agents, contractors and employees, including agents for the sale of such Collateral Property and/or Real Estate
Property, and the collecting of rents and other sums from such Collateral Property and/or Real Estate Property and paying the
expenses of such Collateral Property and Real Estate Property. Upon demand therefor from time to time, each Lender will contribute
its ratable share (based on their respective Commitments immediately prior to the termination thereof) of all reasonable costs
and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation,
management, maintenance, leasing and sale of the Collateral Property and Real Estate Property. In addition, Administrative Agent
shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for
such Collateral Property and Real Estate Property, and each of the Lenders shall promptly contribute its ratable share (based
on their respective Commitments immediately prior to the termination thereof) of any operating loss for the Collateral Property
and Real Estate Property, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary
pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Collateral
Property and/or Real Estate Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the
amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in proportion to their
respective Commitments immediately prior to the termination thereof. The Lenders acknowledge that if title to any Collateral Property
and/or Real Estate Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Collateral
Property will not be held as a permanent investment but will be disposed of as soon as practicable and within a time period consistent
with the regulations applicable to national banks for owning real estate. Administrative Agent shall undertake to sell such Collateral
Property and/or Real Estate Property at such price and upon such terms and conditions as the Required Lenders shall reasonably
determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such
Collateral Property





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and/or
Real Estate Property in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders,
as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect
to such purchase money mortgage defining the rights of the Lenders in the same, which agreement shall be in all material respects
similar to the rights of the Lenders with respect to the Collateral Property and/or Real Estate Property. Lenders agree not to
unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase the Collateral Property
and/or Real Estate Property. An offer to purchase the Collateral Property and/or Real Estate Property at a gross purchase price
of 95% of the fair market value of the property as set forth in a current appraisal reasonably acceptable to Administrative Agent
and Required Lenders, shall be deemed to be a reasonable offer. Notwithstanding any other provision of this Section 9.11,
in no event will Administrative Agent be required to take any action that Administrative Agent determines could subject it to
any liabilities (including by deemed assumption of Loan Party liabilities) under any Lien or Encumbrance.


 


9.12         Lender Representation. Each Lender as of the Effective Date represents and warrants as of the Effective Date (or, if later,
as of the date it becomes a Lender) to the Administrative Agent and not, for the avoidance of doubt, for the benefit of the Borrower
or any other Loan Party, that (a) such Lender is not and will not be an employee benefit plan subject to Title I of ERISA or a
plan or account subject to Section 4975 of the Internal Revenue Code; (b) the assets of such Lender do not constitute “Plan
Assets” within the meaning of Section 3(42) of ERISA, or (c) such Lender is not a “Governmental Plan” within
the meaning of Section 3(32) of ERISA.


 


ARTICLE
10

MISCELLANEOUS


 


10.1         Notices
Generally.


 


(a)       Addresses.
Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in
paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or email as follows:


 


(i)         if to Borrower, to it at the address set forth on Exhibit H;


 


(ii)        if
to the Administrative Agent, to it at the address set forth on Exhibit H;


 


(iii)       if to Issuing Bank, to it at the address set forth on Exhibit H; and


 


(iv)       if
to a Lender, to it at its address (or facsimile number or email address) set forth in its Administrative Questionnaire.


 


(b)       Effectiveness.
Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given
when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given





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during
normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day
for the recipient). Notices delivered through electronic communications, to the extent provided in paragraph (c) below,
shall be effective as provided in said paragraph (c).


 


(c)       Electronic
Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication
(including e mail, FpML, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article 2 if such Lender, as applicable, has
notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The
Administrative Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular
notices or communications.


 


(d)       EMail.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be
deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail
address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying
the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or
other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed
to have been sent at the opening of business on the next business day for the recipient.


 


(e)       Change
of Address, etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder
by notice to the other parties hereto.


 


(f)        Platform.


 


(i)         Borrower
agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available
to the other Lenders by posting the Communications on the Platform. Borrower acknowledges and agrees that the DQ List shall be
deemed suitable for posting and may be posted by the Administrative Agent on the Platform, including the portion of the Platform
that is designated for “public side” Lenders.


 


(ii)        The
Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the
adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind,
express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of
third-party rights or freedom from viruses or other code defects, is made by any Agent Party





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in
connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively,
the  “Agent Parties”) have any liability to Borrower, any Lender or any other Person or entity for damages
of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort,
contract or otherwise) arising out of Borrower’s or the Administrative Agent’s transmission of communications through
the Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other
material provided by or on behalf of Borrower pursuant to any Loan Document or the transactions contemplated therein that is distributed
to the Administrative Agent, any Lender by means of electronic communications pursuant to this Section, including through the
Platform.


 


10.2         Waivers;
Amendments.


 


(a)       No
Waiver; Remedies Cumulative; Enforcement. No failure or delay by the Administrative Agent or any Lender in exercising any
right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, remedy, power or privilege, or any abandonment or discontinuance of steps to enforce
such a right remedy, power or privilege, preclude any other or further exercise thereof or the exercise of any other right remedy,
power or privilege. The rights, remedies, powers and privileges of the Administrative Agent and the Lenders hereunder and under
the Loan Documents are cumulative and are not exclusive of any rights, remedies, powers or privileges that any such Person would
otherwise have.


 


(b)       Enforcement.
Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies
hereunder and under the other Loan Documents against Borrower, the Collateral and any Loan Party shall be vested exclusively in,
and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by,
the Administrative Agent in accordance with Section 8.1 for the benefit of all the Lenders and the Lenders and such Affiliates
of Lenders that may enter into or provide Bank Products hereby so authorize Administrative Agent; provided that the foregoing
shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit
(solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents or (ii) any Lender from exercising
setoff rights in accordance with Section 10.9; provided, further, that if at any time there is no Person
acting as Administrative Agent hereunder and under the other Loan Documents, then (x) the Required Lenders shall have the rights
otherwise provided to the Administrative Agent pursuant to Section 8.1 and (y) in addition to the matters set forth in
clauses (ii) and (iii) of the preceding proviso, any Lender may, with the consent of the Required Lenders, enforce
any rights or remedies available to it and as authorized by the Required Lenders.


 


(c)       Amendments,
Etc. Except as otherwise expressly set forth in this Agreement, no amendment or waiver of any provision of this Agreement
or any other Loan Document, and no consent to any departure by Borrower therefrom, shall be effective





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unless
in writing executed by Borrower and the Required Lenders, and acknowledged by the Administrative Agent, or by Borrower and the
Administrative Agent with the consent of the Required Lenders, and each such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided that no such amendment, waiver or consent shall:


 


(i)         extend
or increase any Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any
condition precedent set forth in Article 4 or the waiver of any Default or Event of Default shall not constitute an extension
or increase of any Commitment of any Lender);


 


(ii)        reduce
the principal of, or rate of interest specified herein on, any Revolving Loan or any L/C Disbursement or any fees or other amounts
payable hereunder or under any other Loan Document (other than the Fee Letter), without the written consent of each Lender directly
and adversely affected thereby (provided that only the consent of the Required Lenders shall be necessary (x) to amend
the definition of “Default Rate” or to waive the obligation of Borrower to pay interest at the Default Rate or to
pay any late charge or (y) to waive or amend any financial covenant (or any defined term directly or indirectly used therein),
even if the effect of such amendment would be to reduce the rate of interest on any Loan or other Obligation or to reduce any
fee payable hereunder);


 


(iii)       postpone
any date scheduled for any payment of principal of, or interest on, any Revolving Loan or L/C Disbursement, or any fees or other
amounts payable hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, without
the written consent of each Lender directly and adversely affected thereby;


 


(iv)       change
Sections 2.14, or 8.8 in a manner that would alter the pro rata sharing of payments required thereby without the
written consent of each Lender directly and adversely affected thereby;


 


(v)        waive
any condition set forth in Article 4 without the written consent of each Lender;


 


(vi)       change
Section 2.5(e) in a manner that would permit the expiration date of any Letter of Credit to occur after the Maturity Date
without the consent of each Lender; or


 


(vii)      change
any provision of this Section or the percentage in the definition of “Required Lenders” or any other provision hereof
specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination
or grant any consent hereunder, without the written consent of each Lender;


 


provided,
further, that no such amendment, waiver or consent shall amend, modify or otherwise affect the rights or duties hereunder
or under any other Loan Document of the





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Administrative
Agent or the Issuing Bank, unless in writing executed by the Administrative Agent and the Issuing Bank, as applicable.


 


Notwithstanding
anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the Lenders or each affected Lender
may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any
Defaulting Lender may not be increased or extended, or the maturity of any of its Loan may not be extended, the rate of interest
on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without
the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each
affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the
consent of such Defaulting Lender).


 


In
addition, notwithstanding anything in this Section to the contrary, if the Administrative Agent and Borrower shall have jointly
identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents,
then the Administrative Agent and Borrower shall be permitted to amend such provision, and, in each case, such amendment shall
become effective without any further action or consent of any other party to any Loan Document if the same is not objected to
in writing by the Required Lenders to the Administrative Agent within ten (10) Business Days following receipt of notice thereof.


 


10.3         Collateral
and Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its
discretion:


 


(a)       Releases.
To release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination
of the Commitments and payment in full of all Obligations (other than contingent indemnification obligations for which no claim
has been asserted), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection
with any sale or other disposition permitted (or not prohibited) hereunder or under any other Loan Document, or (iii) if approved,
authorized or ratified in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly
provided for herein or in the Loan Document or other Loan Documents).


 


(b)       Subordination.
To subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of
any Lien on such property that is permitted by the definition of Permitted Liens.


 


(c)       Other
Matters. To approve title to any Approved Subdivision and in connection therewith to enter into any agreements that Administrative
Agent deems necessary or appropriate, including agreements with land sellers and other Persons.


 


Upon
request by the Administrative Agent at any time, the Required Lenders (or such other number or percentage of the Lenders as shall
be expressly provided for herein or in the other Loan





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Documents)
shall confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types
or items of property, or to release any Loan Party from its obligations under any applicable Loan Document or to enter into other
agreements pursuant to this Section 10.3. In each case as specified in this Section 10.3, the Administrative Agent
shall, at Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably
request to evidence the release of such items of Collateral from the Lien granted under the Loan Documents or to subordinate its
interest in such item, or to release a Loan Party from its obligations under any Loan Document, in each case in accordance with
the terms of the Loan Documents and this Section 10.3.


 


10.4         Expenses;
Indemnity; Damage Waiver.


 


(a)       Costs,
Expenses, and Fees. Borrower agrees to pay the fees separately agreed to in writing between Borrower and the Administrative
Agent, including, without limitation, the fees set forth in the Fee Letter. In addition, Borrower agrees to pay on demand all
reasonable out-of-pocket costs, expenses, and fees of the Administrative Agent and the Issuing Bank (including, without limitation,
reasonable fees and expenses for outside attorneys, consultants and other professional advisers, paralegals, document clerks and
specialists, appraisals, and appraisal review, and including the fees and expenses of the Administrative Agent, the Issuing Bank,
and of its consultants and others retained by it pursuant to the Loan Documents): (i) in the negotiation, execution, delivery,
administration and modification of the Loan Documents and in connection with the issuance, amendment, extension, reinstatement
or renewal of any Letter of Credit or any demand for payment thereunder, and (ii) in inspecting the Borrowing Base and the Collateral,
including the evaluation of proposed Eligible Assets and Approved Subdivisions, and otherwise including new Approved Subdivisions
in the Borrowing Base. In addition, Borrower agrees to pay on demand all reasonable costs, expenses, and fees of the Administrative
Agent and the Lenders (including, without limitation, reasonable fees and expenses for inside and outside attorneys, consultants
and other professional advisers, paralegals, document clerks and specialists, appraisals, and appraisal review, and including
the fees and expenses of the Administrative Agent, the Lenders, and of consultants and others retained pursuant to the Loan Documents):
(A) in the modification or enforcement of the Loan Documents and exercise of the rights and remedies of the Administrative Agent,
the Issuing Bank, and the Lenders; (B) in defense of the legality, validity, binding nature, and enforceability of the Loan Documents
or any Letter of Credit; (C) otherwise in relation to the enforcement of the rights and remedies of the Administrative Agent,
the Issuing Bank, and the Lenders under the Loan Documents; and (D) in preparing for the foregoing, whether or not any legal proceeding
is brought or other action is taken. Such costs, expenses, and fees will include, without limitation, all such reasonable costs,
expenses, and fees incurred in connection with any court proceedings (whether at the trial or appellate level). If such costs,
expenses and fees or any other costs, expenses and fees from time to time due under the Loan Documents are not paid within five
(5) Business Days after demand by the Administrative Agent, Borrower agrees to pay interest on such costs, expenses, and fees
at the Default Rate from the date incurred until paid in full. In addition, if such costs, expenses and fees are not paid within
such five (5) Business Day period, the Administrative Agent may, in its sole and absolute discretion, cause a Revolving Loan to
be made to pay such costs, expenses and fees, whether or not such Revolving Loan has





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been
requested by Borrower and whether or not the conditions precedent to a Revolving Loan have been satisfied. Arizona Revised Statutes
Section 12-341.01 shall not be applicable to disputes arising under this Agreement or the other Loan Documents.


 


(b)       Indemnification
by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Issuing Bank, each Lender
and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees,
charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees
and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted
against any Indemnitee by any Person (including Borrower) arising out of, in connection with, or as a result of (i) the execution
or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance
by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated
hereby or thereby, (ii) any Revolving Loan or any Letter of Credit (including any refusal by any Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the
terms of such Letter of Credit), or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or
release of Hazardous Substances (as defined in the Environmental Indemnity) on or from any property owned or operated by Borrower
or any of its Subsidiaries, or any Environmental Liability (as defined in the Environmental Indemnity) related in any way to Borrower
or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower, and regardless
of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available
to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction
by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result
from a claim brought by Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder
or under any other Loan Document, if Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined
by a court of competent jurisdiction or (z) result from a claim not involving an act or omission of Borrower and that is brought
by an Indemnitee against another Indemnitee (other than against the arranger or the Administrative Agent in their capacities as
such). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc.
arising from any non-Tax claim.


 


(c)       Reimbursement
by Lenders. To the extent that Borrower for any reason fails to indefeasibly pay any amount required under Section 10.4(a) or (b) to be paid by it to the Administrative Agent (or any sub-agent thereof), any Related Party of any of the foregoing,
each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Related Party, as the case may be,
such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is
sought based on each Lender’s Applicable Percentage at such time) of such unpaid





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amount
(including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent), or against any Related Party of any of the foregoing acting for the Administrative
Agent (or any such sub-agent).


 


(d)       Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, Borrower shall not assert, and hereby waives,
any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, any
Letter of Credit or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Revolving
Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be
liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents
or the transactions contemplated hereby or thereby.


 


(e)       Payments.
All amounts due under this Section shall be payable not later than ten (10) days after demand therefor.


 


(f)       Survival.
Each party’s obligations under this Section shall survive the termination of the Loan Documents and payment of the obligations
hereunder.


 


10.5         Successors
and Assigns.


 


(a)       Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that Borrower may not assign or otherwise transfer any of
its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender
may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions
of Section 10.5(b), (ii) by way of participation in accordance with the provisions of Section 10.5(d), or (iii)
by way of pledge or assignment of a security interest subject to the restrictions of Section 10.5(e) (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in Section 10.5(d) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this
Agreement.


 


(b)       Assignments
by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any
such assignment shall be subject to the following conditions:





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(i)         Minimum Amounts.


 


(A)       in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time
owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that
equal at least the amount specified in Section 10.5(b)(i)(B) in the aggregate or in the case of an assignment to a Lender,
an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and


 


(B)       in
any case not described in Section 10.5(b)(i)(A), the aggregate amount of the Commitment (which for this purpose includes
Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Revolving
Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect
to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date) shall not be less than $10,000,000, unless each of the Administrative Agent and, so long as
no Default or Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably
withheld or delayed).


 


(ii)       Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.


 


(iii)       Required
Consents. No consent shall be required for any assignment except to the extent required by Section 10.5(b)(i)(B) and,
in addition:


 


(A)       the
consent of Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) a Default or Event
of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate
of a Lender or an Approved Fund; provided that Borrower shall be deemed to have consented to any such assignment unless
it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice
thereof and provided, further, that Borrower’s consent shall not be required during the primary syndication
of the Loan; and


 


(B)       the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments
to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.





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(iv)       Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee of $3,500.00; provided that the Administrative Agent may, in its sole discretion,
elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver
to the Administrative Agent an Administrative Questionnaire.


 


(v)        No
Assignment to Certain Persons. No such assignment shall be made to (A) Borrower or any of Borrower’s Affiliates or Subsidiaries
or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute
a Defaulting Lender or a Subsidiary thereof.


 


(vi)       No
Assignment to Natural Persons. No such assignment shall be made to a natural Person (or a holding company, investment vehicle
or trust for, or owned and operated for the primary benefit of, a natural Person).


 


(vii)      Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of Borrower and the Administrative Agent, the applicable pro rata share
of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby
irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative
Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata
share of all Revolving Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any
assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance
with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes
of this Agreement until such compliance occurs.


 


Subject
to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.5(c), from and after the effective
date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent
of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released
from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to
the benefits of Sections 2.10 and 10.5 with respect to facts and circumstances occurring prior to the effective
date of such assignment; provided, that except to the extent otherwise expressly





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agreed
by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with Section 10.5(d).


 


(c)       Register.
The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices in Phoenix,
Arizona a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent
manifest error, and Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection
by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(d)       Participations.
Any Lender may at any time, without the consent of, or notice to, Borrower or the Administrative Agent, sell participations to
any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of, a natural Person, or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii)
Borrower, the Administrative Agent and Lenders shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible
for the indemnity under Section 10.5 with respect to any payments made by such Lender to its Participant(s).


 


Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the
sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver described in Section 10.2(c)(i), (ii) or (iii) that affects
such Participant. Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.10 and 2.11
(subject to the requirements and limitations therein, including the requirements under Section 2.11(g) (it being understood
that the documentation required under Section 2.11(g) shall be delivered to the participating Lender)) to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.5(b); provided that such
Participant shall not be entitled to receive any greater payment under Section 2.10 or 2.11, with respect to any
participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive
a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender
that sells a





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participation
shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and
address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans
or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender
shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant
or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations
under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment,
loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall
have no responsibility for maintaining a Participant Register.


 


(e)       Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided
that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto.


 


10.6         Survival. All covenants, agreements, representations and warranties made by Borrower herein and in any Loan Document or
other documents delivered in connection herewith or therewith or pursuant hereto or thereto shall be considered to have been relied
upon by the other parties hereto and shall survive the execution and delivery hereof and thereof and the making of the Revolving
Loans hereunder, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative
Agent or any Lender may have had notice or knowledge of any Default at the time of any Revolving Loan, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding and so long as the Commitments have not expired or been terminated. The provisions of Sections 2.10,
2.11, 10.5, 10.16 and Article 9 shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the payment in full of the Obligations, the expiration or termination of
the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.


 


10.7         Counterparts;
Integration; Effectiveness; Electronic Execution.


 


(a)       Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement
and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute
the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.1, this Agreement
shall become effective when it





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shall
have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that,
when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature
page of this Agreement by facsimile or in electronic (e.g., “pdf” or “tif”) format shall be effective
as delivery of a manually executed counterpart of this Agreement.


 


(b)       Electronic
Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like
import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use
of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions Act.


 


10.8         Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable,
(a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall
not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid
or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section, if and to the
extent that the enforceability of any provision of this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief
Laws, as determined in good faith by the Administrative Agent, then such provision shall be deemed to be in effect only to the
extent not so limited.


 


10.9         Right of Setoff. In addition to, and without limitation of, any rights of the Lenders under applicable Law, if an Event
of Default occurs and is continuing, any and all deposits (including all account balances, whether provisional or final and whether
or not collected or available) and any other Indebtedness at any time owing by any Lender or any Affiliate of any Lender to or
for the credit or account of Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether
or not the Obligations, or any part thereof, shall then be due; provided, however, that no Lender will exercise
any right of setoff unless Administrative Agent consents to such exercise, or requires such exercise in Administrative Agent’s
sole and absolute discretion and any Lender that exercises a right of setoff without such consent or requirement hereby agrees
to indemnify Administrative Agent and each other Lender for, from and against any loss, liability, claims, damages, costs and
expenses arising from the exercise of such right of setoff.


 


10.10       Governing Law; Jurisdiction; Etc.


 


(a)       Governing
Law. This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract
or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other
Loan Document, as expressly set forth therein) and the transactions





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contemplated
hereby and thereby shall be governed by, and construed in accordance with, the law of the State of Arizona.


 


(b)       Jurisdiction.
Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or
description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender,
or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating
hereto or thereto, in any forum other than the courts of the State of Arizona sitting in Maricopa County, and of the United States
District Court of the District of Arizona, and any appellate court from any thereof, and each of the parties hereto irrevocably
and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation
or proceeding may be heard and determined in such Arizona State court or, to the fullest extent permitted by applicable Law, in
such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing
in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Lender may otherwise
have to bring any action or proceeding relating to this Agreement or any other Loan Document against Borrower or its properties
in the courts of any jurisdiction.


 


(c)       Waiver
of Venue. Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any objection
that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement
or any other Loan Document in any court referred to in Section 10.10(b). Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.


 


(d)       Service
of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section
10.1. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by
applicable Law.


 


10.11       WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS





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BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


10.12       JUDICIAL REFERENCE. IN THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE “COURT”)
BY OR AGAINST ANY PARTY HERETO IN CONNECTION WITH ANY CONTROVERSY, DISPUTE OR CLAIM DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) (EACH, A “CLAIM”)
AND THE WAIVER SET FORTH IN SECTION 10.10 IS NOT ENFORCEABLE IN SUCH ACTION OR PROCEEDING, THE PARTIES HERETO AGREE AS
FOLLOWS:


 


(a)       WITH
THE EXCEPTION OF THE MATTERS SPECIFIED IN PARAGRAPH (B) BELOW, ANY CLAIM WILL BE DETERMINED BY A GENERAL REFERENCE PROCEEDING
IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1. THE PARTIES INTEND THIS GENERAL
REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE IN ACCORDANCE WITH CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638. EXCEPT AS
OTHERWISE PROVIDED IN THE LOAN DOCUMENTS, VENUE FOR THE REFERENCE PROCEEDING WILL BE IN THE STATE OR FEDERAL COURT IN THE COUNTY
OR DISTRICT WHERE VENUE IS OTHERWISE APPROPRIATE UNDER APPLICABLE LAW.


 


(b)       THE
FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (I) NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS
IN REAL OR PERSONAL PROPERTY, (II) EXERCISE OF SELF-HELP REMEDIES (INCLUDING, WITHOUT LIMITATION, SET-OFF), (III) APPOINTMENT
OF A RECEIVER AND (IV) TEMPORARY, PROVISIONAL OR ANCILLARY REMEDIES (INCLUDING, WITHOUT LIMITATION, WRITS OF ATTACHMENT, WRITS
OF POSSESSION, TEMPORARY RESTRAINING ORDERS OR PRELIMINARY INJUNCTIONS). THIS AGREEMENT DOES NOT LIMIT THE RIGHT OF ANY PARTY
TO EXERCISE OR OPPOSE ANY OF THE RIGHTS AND REMEDIES DESCRIBED IN CLAUSES (I)-(IV) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT
WAIVE THE RIGHT OF ANY PARTY TO A REFERENCE PROCEEDING PURSUANT TO THIS AGREEMENT.


 


(c)       UPON
THE WRITTEN REQUEST OF ANY PARTY, THE PARTIES SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR JUSTICE. IF THE PARTIES
DO NOT AGREE UPON A REFEREE WITHIN TEN (10) DAYS OF SUCH WRITTEN REQUEST, THEN, ANY PARTY MAY REQUEST THE COURT TO APPOINT A REFEREE
PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 640(B). A REQUEST FOR APPOINTMENT OF A REFEREE MAY BE HEARD ON AN EX PARTE
OR EXPEDITED BASIS, AND THE PARTIES AGREE THAT IRREPARABLE HARM WOULD RESULT IF EX PARTE RELIEF IS NOT GRANTED.





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(d)       ALL
PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL BE CONDUCTED WITHOUT A COURT REPORTER, EXCEPT WHEN
ANY PARTY SO REQUESTS, A COURT REPORTER WILL BE USED AND THE REFEREE WILL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT. THE PARTY
MAKING SUCH REQUEST SHALL HAVE THE OBLIGATION TO ARRANGE FOR AND PAY COSTS OF THE COURT REPORTER, PROVIDED THAT SUCH COSTS, ALONG
WITH THE REFEREE’s FEES, SHALL ULTIMATELY BE BORNE BY THE PARTY WHO DOES NOT PREVAIL, AS DETERMINED BY THE REFEREE.


 


(e)       THE
REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES. THE PARTIES HERETO SHALL BE ENTITLED TO DISCOVERY, AND THE REFEREE SHALL
OVERSEE DISCOVERY IN ACCORDANCE WITH THE RULES OF DISCOVERY, AND MAY ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY TRIAL
COURT JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA. THE REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS
AT LAW IN THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL ISSUES IN ACCORDANCE WITH APPLICABLE STATE AND FEDERAL LAW. THE REFEREE
SHALL BE EMPOWERED TO ENTER EQUITABLE AS WELL AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULD BE AUTHORIZED IN A TRIAL, INCLUDING,
WITHOUT LIMITATION, MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY JUDGMENT. THE REFEREE SHALL REPORT HIS DECISION, WHICH REPORT SHALL
ALSO INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW.


 


(f)       THE
PARTIES RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDING PURSUANT HERETO WILL BE DECIDED BY A REFEREE
AND NOT BY A JURY.


 


10.13       Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are
not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


10.14       Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders agree to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its
Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature
of such Information and instructed to keep such Information confidential); (b) to the extent required or requested by any regulatory
authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such
as the National Association of Insurance Commissioners); (c) to the extent required by applicable Laws or by any subpoena or similar
legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other
Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement or defense
of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section,
to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations
under this Agreement, or (ii) any actual or prospective party





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(or
its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to Borrower
and its obligations, this Agreement or payments hereunder; (g) on a confidential basis to (i) any rating agency in connection
with rating Borrower or its Subsidiaries or the Loan or (ii) the CUSIP Service Bureau or any similar agency in connection with
the issuance and monitoring of CUSIP numbers with respect to the Loan; (h) with the consent of Borrower; or (i) to the extent
such Information (x) becomes publicly available other than as a result of a breach of this Section, or (y) becomes available to
the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than
Borrower who did not acquire such information as a result of a breach of this Section. In addition, the Administrative Agent and
the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar
service providers to the lending industry and service providers to the Administrative Agent or any Lender in connection with the
administration of this Agreement, the other Loan Documents, and the Commitments.


 


For
purposes of this Section, “Information” means all information received from Borrower or any of its Subsidiaries relating
to Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available
to the Administrative Agent, any Lender on a nonconfidential basis prior to disclosure by Borrower or any of its Subsidiaries;
provided that, in the case of information received from Borrower or any of its Subsidiaries after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential
information.


 


10.15       PATRIOT Act. Each Lender subject to the PATRIOT Act hereby notifies Borrower that, pursuant to the requirements of the
PATRIOT Act, it may be required to obtain, verify and record information that identifies Borrower, which information includes
the name and address of Borrower and other information that will allow such Lender to identify Borrower in accordance with the
PATRIOT Act.


 


10.16       Sharing of Payments. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment
in respect of any principal of or interest on any of its Revolving Loans or participations in L/C Disbursements or other obligations
hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Revolving Loans or participations
in L/C Disbursements and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided
herein, then the Lender receiving such greater proportion shall (1) notify the Administrative Agent of such fact, and (2) purchase
(for cash at face value) participations in the Revolving Loans and participations in L/C Disbursements and such other obligations
of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be
shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective
Loans and participations in L/C Disbursements and other amounts owing them; provided that:


 


(a)       if
any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and





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(b)       the
provisions of this paragraph shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement (including the application of funds arising from the existence of a
Defaulting Lender), (ii) the application of Cash Collateral provided for in Section 2.20, or
(iii) any payment obtained by a Lender as consideration for the assignment of or
sale of a participation in any of its Loans or participations in L/C Disbursements to any assignee or participant, other than
to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).


 


The
Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring
a participation pursuant to the foregoing arrangements subject to Section 10.9, may exercise against the Borrower rights
of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.


 


10.17       Payments Set Aside. To the extent that any payment by or on behalf of Borrower is made to the Administrative Agent, the
Issuing Bank, or any Lender, or the Administrative Agent, the Issuing Bank, or any Lender exercises its right of setoff, and such
payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the Issuing Bank, or such
Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any
Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to
be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not
occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication)
of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the
date such payment is made at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect.


 


10.18       No
Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any other Loan Document), Borrower acknowledges
and agrees, and acknowledges its Affiliates’  understanding, that: (a) (i) no fiduciary, advisory or agency relationship
between Borrower and its Subsidiaries and the Administrative Agent, the Issuing Bank, or any Lender is intended to be or has
been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the
Administrative Agent or any Lender has advised or is advising Borrower or any Subsidiary on other matters, (ii) the arranging
and other services regarding this Agreement provided by the Administrative Agent and the Lenders are arm’s-length
commercial transactions between Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Issuing Bank,
and the Lenders, on the other hand, (iii) Borrower has consulted its own legal,
accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) Borrower is capable of
evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the
other Loan Documents; and (b) (i) the Administrative Agent, the Issuing Bank, and the Lenders each is and has been acting
solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not
be acting as an advisor, agent or fiduciary for Borrower





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or
any of its Affiliates, or any other Person; (ii) none of the Administrative Agent, the Issuing Bank, and the Lenders has any obligation
to Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set
forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Issuing Bank, and the Lenders and their
respective Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that
involve interests that differ from those of Borrower and its Affiliates, and none of the Administrative Agent and the Lenders
has any obligation to disclose any of such interests to Borrower or its Affiliates. To the fullest extent permitted by Law, Borrower
hereby waives and releases any claims that it may have against any of the Administrative Agent, and the Lenders with respect to
any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 


10.19       Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan
Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any
liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be
subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and
agrees to be bound by:


 


(a)       the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder that
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)       the
effects of any Bail-in Action on any such liability, including, if applicable:


 


(c)       a reduction in full or in part or cancellation of any such liability;


 


(d)       a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(e)       the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 


10.20       Rescission or Return of Payments. If at any time or from time to time, whether before or after payment and performance
of the Obligations in full, all or any part of any amount received by Administrative Agent, Issuing Bank, or any Lender in payment
of, or on account of, any Obligation is or must be, or is claimed to be, avoided, rescinded, or returned by Administrative Agent
or any Lender to Borrower or any other Person for any reason whatsoever (including, without limitation, bankruptcy, insolvency,
or reorganization of Borrower or any other Person), such obligation and any liens, security interests, and other encumbrances
that secured such obligations at the time such avoided, rescinded, or returned payment was received by Administrative Agent, Issuing
Bank or any Lender will be deemed to have continued in existence or will be reinstated, as the case may be, all as though such
payment had not been received.





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10.21       No Brokers. Except as disclosed to Administrative Agent in writing prior to the date of this Agreement, Borrower represents
and warrants that it knows of no broker’s or finder’s fee due in respect of the transaction described in this Agreement
and that it has not used the services of a broker or a finder in connection with this transaction.


 


10.22       USA PATRIOT ACT. The Administrative Agent hereby notifies Borrower that pursuant to the requirements of the USA Patriot
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain,
verify and record information that identifies Borrower, which information includes the name and address of Borrower and other
information that will allow the Administrative Agent and each Lender to identify Borrower in accordance with the Act.


 


[Signature
Page Follows]





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IN
WITNESS WHEREOF, this Agreement has been executed as of the date first above written.


 


	BORROWER:	LANDSEA
    HOMES- WAB 2 LLC, a Delaware limited liability company
	 	 
	 	By:	/s/ Bart Beasley
	 	 	Bart
    Beasley, Senior Vice President




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





     


     


    



	ADMINISTRATIVE
    AGENT AND LENDER:	WESTERN
    ALLIANCE BANK, an Arizona corporation
	 	 	 	 	 
	 	By:	/s/ John Eidgan	 
	 	Name:	JOHN
    EIDGAN	 
	 	Title:	SENIOR
    VICE PRESIDENT