EXHIBIT
10.1


 


SECOND
AMENDMENT AGREEMENT


 


  This
SECOND AMENDMENT AGREEMENT, dated effective as of December 31, 2021 (this “Amendment”), is made and entered into by
and among LANDSEA HOMES CORPORATION, a Delaware corporation (the “Borrower”), WESTERN ALLIANCE BANK,
an Arizona corporation (“Western Alliance Bank”), as Administrative Agent (in such capacity, the “Administrative
Agent”), the lenders party to the Credit Agreement, and the other Loan Parties as of the date hereof.


 


RECITALS:


 


  WHEREAS,
reference is made to the Credit Agreement dated as of October 6, 2021, as amended by the First Amendment Agreement dated as of November
30, 2021 (the “Credit Agreement”), by and among the Borrower, the lenders from time to time party thereto and the
Administrative Agent;


 


 WHEREAS,
the parties hereto wish to amend the Credit Agreement on the terms and subject to the conditions set forth herein.


 


  NOW,
THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto agree as follows:


 


 SECTION
1. Defined Terms; Interpretation; Etc. Capitalized terms used and not defined herein shall
have the meanings assigned to such terms in the Credit Agreement. 


 





 SECTION
2. Amendments to Credit Agreement; Other Agreements. Each of the provisions of the Credit
Agreement which appear with computerized underscoring in Exhibit A attached hereto are hereby inserted into the Credit Agreement,
and each of the provisions of the Credit Agreement which appear with computerized strike-through markings in Exhibit A attached
hereto are hereby deleted in their entirety from the Credit Agreement.


 





 SECTION
3. Conditions Precedent to Effectiveness of Amendment. This Amendment, shall become effective
as of the date on which the following conditions precedent are satisfied (such date, the “Amendment Effective Date”):


 





     (a) The
Administrative Agent shall have received from the Borrower, each other Loan Party, and Required Lenders a counterpart of this Amendment
duly executed and delivered on behalf of such party.


 


     (b)
The Administrative Agent shall have received all fees and other amounts due and payable on or prior to
the Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and
disbursements of counsel) required to be reimbursed or paid by any Loan Party.


     (c) The
Administrative Agent shall have received such other documents and agreements as required by Administrative Agent in connection with this
Amendment.


 





     (d)
Upon the effectiveness of this Amendment and both immediately before and immediately after giving effect
to this Amendment, no Default or Event of Default shall exist.


 






    


     


    

 


     (e)
The representations and warranties in Section 6 of this Amendment shall be true and correct in all material
respects.


 


The
Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and
binding.


 





  SECTION    
4. Representations and Warranties. In order to induce the Lenders and the Administrative Agent to enter into this Amendment,
the Borrower hereby represents and warrants to the Lenders, and the Administrative Agent on and as of the Amendment Effective Date that:


 


     (a)
Existence, Qualification and Power. The Borrower and each Loan Party (i) is duly organized
or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization,
(ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (x) own
or lease its assets and carry on its business and (y) execute, deliver and perform its obligations under the Amendment and the other
Loan Documents to which it is a party, and (iii) is duly qualified and is licensed and, as applicable, in good standing under the
laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification
or license, except to the extent that failure to do so could not reasonably be expected to result in a Material Adverse Change.


 


       (b)
Authorization; No Contravention. The execution, delivery and performance by the Borrower of the Amendment and each Loan Document
to which it is party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene
the terms of its certificate or articles of incorporation or organization or other applicable constitutive documents, (ii) conflict
with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (x) any
material contractual obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any Subsidiary
or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower
or any Subsidiary or its property is subject or (c) violate any law in any material respect.


 


     (c) Governmental
Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with,
any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by,
or enforcement against, the Borrower of this Amendment or any other Loan Document, except for such approvals, consents, exemptions, authorizations,
actions or notices that have been duly obtained, taken or made and in full force and effect.


 


     (d) Execution
and Delivery; Binding Effect. This Amendment has been, and each other Loan Document, when delivered hereunder, will have been,
duly executed and delivered by the Loan Parties party thereto. This Amendment constitutes, and each other Loan Document when so delivered
will constitute, a legal, valid and binding obligation of each Loan Party that is party thereto, enforceable against each such Loan Party
in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium
or other Laws affecting creditors’ rights generally and by general principles of equity.


 


     (e) Credit
Agreement Representations and Warranties. The representations and warranties of the Borrower and the other Loan Parties set forth
in the Credit Agreement or in any other Loan Document are 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 Amendment Effective Date (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).


 






    2


     


    

  


 SECTION
5. Reaffirmation of Guarantees. Each Loan Party hereby acknowledges its receipt of a copy
of this Amendment and its review of the terms and conditions hereof and consents to the terms and conditions of this Amendment and the
transactions contemplated thereby. Each Loan Party hereby (a) affirms and confirms its guarantees and other undertakings under the Credit
Agreement and the other Loan Documents to which it is a party, and (b) agrees that (i) each Loan Document to which it is a party shall
continue to be in full force and effect and (ii) all guarantees, pledges, grants and other undertakings thereunder shall continue to
be in full force and effect and shall accrue to the benefit of the Administrative Agent and Lenders.





          


  SECTION
    6.  Miscellaneous.


 


       (a)   Release.
Each Loan Party fully, finally, and forever releases and discharges Administrative Agent, Lenders and their successors, assigns, directors,
officers, employees, agents, and representatives from any and all actions, causes of action, claims, debts, demands, liabilities, obligations,
and suits, of whatever kind or nature, in law or equity, that such Loan Party has or in the future may have, whether known or unknown,
(i) in respect of the Loan, the Loan Documents, or the actions or omissions of Administrative Agent or Lenders in respect of the Loan
or the Loan Documents and (ii) arising from events occurring prior to the date of this Amendment. FURTHER, BORROWER AND EACH OTHER
LOAN PARTY EXPRESSLY WAIVES ANY PROVISION OF APPLICABLE LAW TO THE EFFECT THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR
OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY
HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.


 


     (b) Amendment,
Modification and Waiver. This Amendment may not be amended and no provision hereof may be waived except pursuant to a writing
signed by the requisite parties pursuant to the Credit Agreement.


 


     (c)
Entire Agreement. This Amendment, the Credit Agreement (as amended hereby) and the
other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede
all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject
matter hereof. 


 


     (d) Governing
Law. This Amendment 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 Amendment and the transactions contemplated hereby shall be governed by, and construed in accordance
with, the laws of the State of Arizona.


 






    3


     


    

  


     (e) 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 AMENDMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (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
AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. WITHOUT LIMITING THE FOREGOING WAIVER OF JURY
TRIAL, SECTION 10.12 OF THE CREDIT AGREEMENT IS HEREBY INCORPORATED HEREIN BY REFERENCE.


   


     (f)
Severability. Any term or provision of this Amendment that is invalid or unenforceable in
any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering
invalid or unenforceable the remaining terms and provisions of this Amendment or affecting the validity or enforceability of any of the
terms or provisions of this Amendment in any other jurisdiction. If any provision of this Amendment is so broad as to be unenforceable,
the provision shall be interpreted to be only so broad as would be enforceable.


     (g) Counterparts;
Integration; Effectiveness. This Amendment 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 Amendment and
the other Loan Documents 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 5 hereof,
this Amendment shall become effective when it 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 Amendment by facsimile or in electronic (i.e., “pdf” or “tif”)
format shall be effective as delivery of a manually executed counterpart of this Amendment.


 


     (h)
Headings. The headings of this Amendment are for purposes of reference only and shall
not limit or otherwise affect the meaning hereof.


 


     (i)
Reference to and Effect on the Credit Agreement and the Other Loan Documents. On and after
the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “herein”
or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”,
“thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference
to the Credit Agreement as amended by this Amendment. Except as specifically amended by this Amendment, the Credit Agreement and the
other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed and this Amendment shall not be considered
a novation. The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as
a waiver of any right, power or remedy of the Administrative Agent or Lender under, the Credit Agreement or any of the other Loan Documents.
This Amendment shall be deemed to be a Loan Document as defined in the Credit Agreement.








 



    4


     


    

 


[SIGNATURE
PAGES FOLLOW]  


 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the
day and year first above written.


 


ADMINISTRATIVE
AGENT:


  


	 	WESTERN
    ALLIANCE BANK, an Arizona corporation
	 	 
	 	By:	/s/
    Jenna White
	 	Name:
    	Jenna
    White
	 	Title:	Vice
    President


 


[Signature
Page to Second Amendment Agreement]


 



    


     


    










 


LENDER:


 


	 	WESTERN
ALLIANCE BANK, an Arizona corporation
	 	 
	 	By: 	/s/
Jenna White
	 	Name:	Jenna White
	 	Title: 	Vice President



 


[Signature
Page to Second Amendment Agreement]


 



    


     


    

 


LENDER:


 


	 	BANK
OF AMERICA, N.A., a national banking association
	 	 
	 	By:	/s/
Helen Chan
	 	Name: 	Helen Chan
	 	Title: 	Vice President




   


 [Signature
Page to Second Amendment Agreement]


   






    


     


    

 


LENDER:


 


	 	FLAGSTAR
BANK, FSB
	 	 
	 	By:
	/s/
Phillip Trujillo
	 	Name:	Phillip Trujillo
	 	Title: 	Vice President



  


[Signature
Page to Second Amendment Agreement]


 



    


     


    

  


LENDER:


   


	 	EAST
WEST BANK
	 	 
	 	By:
	/s/
May Kwong
	 	Name:	May Kwong
	 	Title:	First Vice
President, CRE-Banking



 


  [Signature
Page to Second Amendment Agreement]


 



    


     


    

  


BORROWER:


 


	 	LANDSEA
    HOMES CORPORATION, a Delaware corporation
	 	 	 
	 	By:	/s/
    Bart Beasley
	 	Name:	Bart
    Beasley
	 	Title:	Senior
    Vice President



 


[Signature
Page to Second Amendment Agreement]


 



    


     


    

 


GUARANTORS:


 





	 	LANDSEA
    HOMES CORPORATION, a Delaware corporation
	 	 	 
	 	By:	/s/
    Bart Beasley
	 	Name:	Bart
    Beasley
	 	Title:	Senior
    Vice President


 


[Signature
Page to First Amendment Agreement]


 



    


     


    

 


GUARANTORS
CONTINUED:


 


LANDSEA
HOMES- WAB 2 LLC, a Delaware limited liability company


GARRETT
WALKER HOMES, LLC, an Arizona limited liability company


AV1,
LLC, an Arizona limited liability company


GWH
NCC, LLC, an Arizona limited liability company


GWH
MOUNTAIN VIEWS, LLC, an Arizona limited liability company


BETHANY
RANCH, LLC, an Arizona limited liability company


GWH
GRAND VILLAGE, LLC, an Arizona limited liability company


GWH
NCC-71, LLC, an Arizona limited liability company


GWH
PARK FOREST, LLC, an Arizona limited liability company


GWH
WEST POINTE ESTATES, LLC, an Arizona limited liability company


GWH
WEST POINTE VILLAGE, LLC, an Arizona limited liability company


GWH
TRENTON PARK, LLC, an Arizona limited liability company


GWH
SUNDANCE, LLC, an Arizona limited liability company


GWH
NORTHERN FARMS, LLC, an Arizona limited liability company


GWH
NCC 13 & 14, LLC, an Arizona limited liability company


ACOMA
COURT, LLC, an Arizona limited liability company


Pinnacle
West Homes M72 LLC, an Arizona limited liability company


GWH
SUNSET FARMS, LLC, an Arizona limited liability company


GWH
NCC 9 & 11, LLC, an Arizona limited liability company


GWH
SUNRISE, LLC, an Arizona limited liability company


PINNACLE
WEST HOMES CENTERRA LLC, an Arizona limited liability company


 


	 	By:	/s/
Bart Beasley
	 	Name: 	Bart Beasley
	 	Title:	Senior Vice
President



 


[Signature
Page to Second Amendment Agreement]


  



    


     


    

  


GUARANTORS
CONTINUED:


 


PINNACLE
WEST HOMES DESTINY LLC, an Arizona limited liability company


LS-VERRADO
VICTORY DUPLEX LLC, a Delaware limited liability company


LS-EASTMARK
V LLC, a Delaware limited liability company


LS-VEH
COUNTRY CLUB LAKES LLC, a Delaware limited liability company


LS-VEH
EAGLE CREST LLC, a Florida limited liability company


LS-VEH
GEORGIANA RESERVE LLC, a Delaware limited liability company


LS-VEH
ST. JOHN’S LLC, a Delaware limited liability company


LS-VEH
HALIFAX ESTATE LLC, a Delaware limited liability company


LS-VEH
HALIFAX BULOW LLC, a Delaware limited liability company


LS-VEH
LAKE HELEN LLC, a Delaware limited liability company


LS-VEH
REDTAIL LLC, a Delaware limited liability company


LS-VEH
LLC, a Delaware limited liability company


LS-VEH
2 LLC, a Delaware limited liability company


LS-VEH
TX LLC, a Delaware limited liability company


LS-VEH
TX 2 LLC, a Delaware limited liability company


LS-VEH
JUNCTION LLC, a Delaware limited liability company


LS-FL
COURTYARDS AT WATERSTONE LLC, a Delaware limited liability company


LANDSEA
HOMES- WAB LLC, a Delaware limited liability company


LS
INVESTCO VALE LLC, a Delaware limited liability company


SF
VALE, LLC, a Delaware limited liability company


LS
MANAGER VALE LLC, a Delaware limited liability company


LS-SUNNYVALE
LLC, a California limited liability company


THE
VALE PA-1 OWNER, LLC, a Delaware limited liability company


THE
VALE PA-2 OWNER, LLC, a Delaware limited liability company


THE
VALE PA-3 OWNER, LLC, a Delaware limited liability company


 


	 	By:	/s/
Bart Beasley
	 	Name: 	Bart Beasley
	 	Title:	Senior Vice
President



 



[Signature
Page to Second Amendment Agreement


 




    


     


    




GUARANTORS
CONTINUED:


LS-MILPITAS
LLC, a Delaware limited liability company


LS-LIDO
LLC, a Delaware limited liability company


LS-NEWARK
LLC, a Delaware limited liability company


LS-CHANDLER
LLC, a Delaware limited liability company


LS-CHATSWORTH
LLC, a Delaware limited liability company


LS-ONTARIO
II LLC, a Delaware limited liability company


LS-ONTARIO
LLC, a Delaware limited liability company


PINNACLE
WEST HOMES E92 LLC, an Arizona limited liability company


LS-EASTMARK
LLC, a Delaware limited liability company


LS-TRACY
LLC, a Delaware limited liability company


LS-GOODYEAR
LLC, a Delaware limited liability company


LS-ANAHEIM
LLC, a Delaware limited liability company


LS-925
WOLFE LLC, a Delaware limited liability company


LS-BENTRIDGE
LLC, a Delaware limited liability company


LS-51
PEORIA LLC, a Delaware limited liability company


MERCEDES
PREMIER HOMES, LLC, a Florida limited liability company


MERCEDES
PREMIER HOMES JACKSONVILLE LLC, a Florida limited liability company


MERCEDES
PREMIER HOMES MELBOURNE LLC, a Florida limited liability company


VINTAGE
ESTATE HOMES LLC, a Florida limited liability company


VINTAGE
ESTATE HOMES OF TEXAS LLC, a Florida limited liability company


MERCEDES
PREMIER REALTY, LLC, a Florida limited liability company


COUNTRY
CLUB LAKES DEVELOPERS, LLC, a Florida limited liability company


HERITAGE
POINT COMMUNITY DEVELOPERS LLC, a Florida limited liability company


THOUSAND
OAKS DEVELOPMENT, LLC, a Florida limited liability company


GEORGIANA
COMMUNITY DEVELOPERS, LLC, a Florida limited liability company


 


		By:	/s/
Bart Beasley
	 	Name: 	Bart Beasley
	 	Title:	Senior Vice
President



 



[Signature
Page to Second Amendment Agreement]


 



    


     


    

  


GUARANTORS
CONTINUED:


THE
JUNCTION COMMUNITY DEVELOPERS, LLC, a Florida limited liability company


LANDSEA
URBAN LLC, a Delaware limited liability company


LANDSEA
CONSTRUCTION INC., a Delaware corporation


LANDSEA
CONSTRUCTION LLC, a California limited liability company


LANDSEA
CONSTRUCTION ARIZONA INC., a Delaware corporation


LANDSEA
REAL ESTATE INC., a California corporation


LANDSEA
REAL ESTATE, NEW JERSEY, L.L.C., a Delaware limited liability company


LANDSEA
REAL ESTATE CALIFORNIA, INC., a California corporation


LANDSEA
REAL ESTATE ARIZONA INC., a Delaware corporation


 


		By:	/s/
Bart Beasley
	 	Name: 	Bart Beasley
	 	Title:	Senior Vice
President



 


[Signature
Page to Second Amendment Agreement]


 



    


     


    





 


GUARANTORS
CONTINUED:


 


LANDSEA
HOMES OF CALIFORNIA INC., a Delaware corporation


LS-SANTA
CLARA LLC, a Delaware limited liability company


LS-DANVILLE
LLC, a Delaware limited liability company


LS-WALNUT
CREEK LLC, a California limited liability company


LS-SF
JORDAN RANCH LLC, a California limited liability company


LS-NOVATO
LLC, a Delaware limited liability company 


LS-WILDER
LLC, a Delaware limited liability company


LS-ALAMEDA
MARINA LLC, a Delaware limited liability company


LS-SAN
JUAN LLC, a Delaware limited liability company


LS-PLACENTIA
LLC, a Delaware limited liability company


LS-FONTANA
LLC, a Delaware limited liability company


LS-LA
SIMI MEZZ LLC, a Delaware limited liability company


LS-LA
SIMI LLC, a California limited liability company


LS-OC
PORTOLA LLC, a California limited liability company


PORTOLA
PA-1 MEZZ OWNER LLC, a Delaware limited liability company


PORTOLA
PA-1 OWNER, LLC, a Delaware limited liability company


PORTOLA
PA-3 MEZZ OWNER LLC, a Delaware limited liability company


PORTOLA
PA-3 OWNER, LLC, a Delaware limited liability company


PORTOLA
PA-4 MEZZ OWNER LLC, a Delaware limited liability company


PORTOLA
PA-4 OWNER, LLC, a Delaware limited liability company


PORTOLA
PA-5 MEZZ OWNER LLC, a Delaware limited liability company


PORTOLA
PA-5 OWNER, LLC, a Delaware limited liability company


PORTOLA
PA-5B MEZZ OWNER LLC, a Delaware limited liability company


PORTOLA
PA-5B OWNER, LLC, a Delaware limited liability company


 


	 	By:	/s/
    Bart Beasley
	 	Name:	Bart
    Beasley
	 	Title:	Senior
    Vice President


 


[Signature
Page to Second Amendment Agreement]


 






    


     


    



 


GUARANTORS
CONTINUED:


 


LANDSEA
HOMES OF TEXAS LLC, a Delaware limited liability company


LANDSEA
HOMES OF FLORIDA LLC, a Delaware limited liability company


LANDSEA
HOMES OF ARIZONA LLC, a Delaware limited liability company


LS-NORTH
PHOENIX LLC, a Delaware limited liability company


LS-QUEEN
CREEK LLC, a Delaware limited liability company


LS-QUEEN
CREEK II LLC, a Delaware limited liability company


LS-VERRADO
MARKETSIDE LLC, a Delaware limited liability company


LS-CITRUS
PARK LLC, a Delaware limited liability company


GWH
HOLDINGS, LLC, an Arizona limited liability company


GARRETT
WALKER DEVELOPMENT, LLC, an Arizona limited liability company


JJAZ
CONSTRUCTION, LLC, an Arizona limited liability company


GW
SALES, LLC, an Arizona limited liability company


54
WINDSOR, LLC, an Arizona limited liability company


ALICE
PARK, LLC, an Arizona limited liability company


SUMMERS
PLACE AT BASELINE, LLC, an Arizona limited liability company


THE
GROVE AT BASELINE, LLC, an Arizona limited liability company


THE
RIDGE, LLC, an Arizona limited liability company


TOWNLEY
PARK, LLC, an Arizona limited liability company


SFGW,
LLC, an Arizona limited liability company


OLIVE
PARK, LLC, an Arizona limited liability company


PARADISE
21, LLC, an Arizona limited liability company


SGCR,
LLC, an Arizona limited liability company


SMGWH,
LLC, an Arizona limited liability company


CDR11,
LLC, an Arizona limited liability company


GRAND
MANOR, LLC, an Arizona limited liability company


GWH
CANTADA, LLC, an Arizona limited liability company


HEARN
MANOR, LLC, an Arizona limited liability company


HNM,
LLC, an Arizona limited liability company


 


	 	By:	/s/
    Bart Beasley
	 	Name:	Bart
    Beasley
	 	Title:	Senior
    Vice President


 



 [Signature
Page to Second Amendment Agreement]


 



    


     


    




GUARANTORS
CONTINUED:


PINNACLE
WEST HOMES HOLDING LLC, a Delaware limited liability company


A
& J COMPANIES, LLC, an Arizona limited liability company


PINNACLE
WEST HOMES AND DEVELOPMENT, LLC, an Arizona limited liability company


PINNACLE
WEST HOMES ALAMAR LLC, an Arizona limited liability company


PINNACLE
WEST HOMES ENCANTA LLC, an Arizona limited liability company


PINNACLE
WEST HOMES HIGHLANDS LLC, an Arizona limited liability company


PINNACLE
WEST HOMES E-69 LLC, an Arizona limited liability company


PINNACLE
WEST HOMES E70 LLC, an Arizona limited liability company


PINNACLE
WEST HOMES M71 LLC, an Arizona limited liability company


PINNACLE
WEST HOMES E44 LLC, an Arizona limited liability company


PINNACLE
WEST HOMES V117 LLC, an Arizona limited liability company


PINNACLE
WEST HOMES E48 LLC, an Arizona limited liability company


 		By:	/s/
    Bart Beasley
	 	Name:	Bart
    Beasley
	 	Title:	Senior
    Vice President





 


 [Signature
Page to Second Amendment Agreement]


 



    


     


    

 


GUARANTORS
CONTINUED:


 


 HANOVER
FAMILY BUILDERS, LLC, a Florida limited liability company


 HFB
ARDMORE PHASE III, LLC, a Florida limited liability company


 HFB
CELERY AVENUE, LLC, a Florida limited liability company


 HFB
CYPRESS HAMMOCK, LLC, a Florida limited liability company


 HFB
CYPRESS OAKS, LLC, a Florida limited liability company


 HFB
ORCHID TERRACE, LLC, a Florida limited liability company


 HFB
PRESERVATION POINTE LLC, a Florida limited liability company


 HFB
RIDGEVIEW LLC, a Florida limited liability company


 HFB
SKY VENTURES, LLC, a Florida limited liability company


 HFB
FIRST PLACE, LLC, a Florida limited liability company


 HFB
SUNRISE, LLC, a Florida limited liability company


 HFB
GREENFIELD, LLC, a Florida limited liability company


 HFB
HORSE CREEK, LLC, a Florida limited liability company


 


	 	By:	/s/
Bart Beasley
	 	Name:	Bart Beasley
	 	Title:	Senior Vice
President










 


[Signature
Page to Second Amendment Agreement]


 



    


     


    

 


GUARANTORS
CONTINUED:


HFB
TRINITY LAKES, LLC, a Florida limited liability company


HFB
WILLIAMS PRESERVE, LLC, a Florida limited liability company


HFB
LAKES, LLC, a Florida limited liability company


HFB
WIREGRASS PARTNER, LLC, a Florida limited liability company


PSH
PARTNERSHIP, LLC, a Florida limited liability company


WILLIAMS
PRESERVE PHASE III, LLC, a Florida limited liability company


HFB
BERESFORD WOODS, LLC, a Florida limited liability company


HFB
KENTUCKY SQUARE, LLC, a Florida limited liability company


HFB
HAMMOCK RESERVE, LLC, a Florida limited liability company


THOMPSON
ROAD, LLC, a Florida limited liability company


HFB
Marion Ridge, LLC, a Florida limited liability company


HFB
Trinity Place, LLC, a Florida limited liability company


Hanover
Sunrise Ridge, LLC,
a Florida limited liability company


 


		By:	/s/
Bart Beasley
	 	Name:	Bart Beasley
	 	Title:	Senior Vice
President













  


[Signature
Page to Second Amendment Agreement]


 



    


     


    




 


EXHIBIT
A


 


AMENDED
CREDIT AGREEMENT


 


[See
attached]


 






     


     


    

 


  


CREDIT
AGREEMENT


DATED
AS OF OCTOBER 6, 2021 


BY
AND AMONG


 


LANDSEA
HOMES CORPORATION,


AS
BORROWER,


 


WESTERN
ALLIANCE BANK,


AS
ADMINISTRATIVE AGENT,


 


AND


 


THE
LENDERS PARTY HERETO


 


*********************************


WESTERN
ALLIANCE


AND


 


BofA
SECURITIES, INC.


 


AS
JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS


  









    	 



    	 



    

 


TABLE
OF CONTENTS


 





	ARTICLE
I.
 DEFINITIONS
	 	 	Page
	1.1	Definitions	1
	1.2	No
Presumption Against Any Party	31
	1.3	Generally	31
	1.4	Accounting
Terms; Changes in GAAP	31
	1.5	Divisions	32
	1.6	Letter
of Credit Amounts	32
	1.7	Benchmark
Replacement Provisions	32









ARTICLE
II. 

COMMITMENTS AND CREDIT EXTENSIONS








	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	44
	2.7	Extension
of Maturity Date	44
	2.8	Noteless
Agreement; Evidence of Indebtedness	45
	2.9	Lending
Installations	46
	2.10	Increased
Costs	46
	2.11	Taxes	48
	2.12	Illegality;
Inability to Determine Rates	51
	2.13	Mitigation
Obligations; Replacement of Lenders	52
	2.14	Increases
in Commitments	53
	2.15	Fees	55
	2.16	General
Provisions as to Payments	56
	2.17	Cash
Collateral	56
	2.18	Defaulting
Lenders	57
	2.19	Erroneous
Payments	60












    i


     


    




ARTICLE
III. 

BORROWING BASE 





	3.1	Determination
of Eligible Assets/Borrowing Base	62
	3.2	Lot
Term Limits	63
	3.3	Unit
Term Limits	63
	3.4	Borrowing
Base Report	64
	3.5	General	65












ARTICLE
IV. 

CONDITIONS PRECEDENT










	4.1	Conditions
    Precedent to Effectiveness of this Agreement	65
	4.2	Additional
    Conditions Precedent to Credit Extensions	67
	4.3	Right
    to Waive	68












ARTICLE
V. 


BORROWER
REPRESENTATIONS AND WARRANTIES


 







	5.1	Representationsand
    Warranties	68
	5.2	Representations
                    and Warranties Upon Delivery of Financial Statements, Documents, and Other Information
	72
	 








ARTICLE
VI. 

AFFIRMATIVE COVENANTS












	6.1	Corporate
Existence	73
	6.2	Books
and Records; Access	73
	6.3	Information
and Statements	73
	6.4	Law;
Judgments; Material Agreements; Approvals and Permits	75
	6.5	Sanctions;
Anti-Corruption Laws	75
	6.6	Impositions
and Other Indebtedness	76
	6.7	Assets
and Property	76
	6.8	Environmental
Laws	76
	6.9	Material
Contracts	76
	6.10	Maintenance
of Insurance	76
	6.11	Rights
of Inspection	76
	6.12	Use
of Proceeds of Revolving Loans	77
	6.13	Further
Assurances	77
	6.14	Deposit
Accounts	77
	6.15	Subsidiaries	77
	6.16	Post-Closing
Requirements	78













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 ARTICLE
VII. 

BORROWER NEGATIVE COVENANTS










	7.1	Indebtedness	79
	7.2	Liens	80
	7.3	Fundamental
    Changes	81
	7.4	Prohibition
    on Amendments to Organizational Documents	81
	7.5	Lines
    of Business	81
	7.6	Dispositions	81
	7.7	Restricted
    Payments	82
	7.8	Investments	82
	7.9	Transactions
    with Affiliates	82
	7.10	Certain
    Restrictive Agreements	82
	7.11	Permitted
    Activities	82
	7.12	Sanctions;
    Anti-Corruption Use of Proceeds	83
	7.13	Accounting
    Changes	83
	7.14	Financial
    Covenants	83








 ARTICLE
VIII. 

EVENTS OF DEFAULT






	8.1	Events
    of Default	84
	8.2	Remedies	87
	8.3	[Reserved]	88
	8.4	[Reserved]	88
	8.5	Protective
    Advances	88
	8.6	Scheduled
    Payments	88
	8.7	Application
    of Payments	88











ARTICLE
IX. 

AGENCY













	9.1	Appointment
    and Authority	90
	9.2	Rights
    as a Lender	90
	9.3	Exculpatory
    Provisions	90
	9.4	Reliance
    by Administrative Agent	91
	9.5	Delegation
    of Duties	91
	9.6	Resignation
    of Administrative Agent	92
	9.7	Non-Reliance
    on Agents and Other Lenders	93
	9.8	No
    Other Duties	93
	9.9	Administrative
    Agent May File Proofs of Claim	93
	9.10	Bank
    Product Liability Arrangements	94
	9.11	Lender
    Representation	94
















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ARTICLE
X.

MISCELLANEOUS










	10.1	Notices
Generally	94
	10.2	Waivers;
Amendments	96
	10.3	Guaranty
Matters	98
	10.4	Expenses;
Indemnity; Damage Waiver	99
	10.5	Successors
and Assigns	100
	10.6	Survival	104
	10.7	Counterparts;
Integration; Effectiveness; Electronic Execution	105
	10.8	Severability	105
	10.9	Right
of Setoff	105
	10.10	Governing
Law; Jurisdiction; Etc	106
	10.11	WAIVER
OF JURY TRIAL	106
	10.12	JUDICIAL
REFERENCE	107
	10.13	Headings	108
	10.14	Public
Information	108
	10.15	Treatment
of Certain Information; Confidentiality	109
	10.16	USA
PATRIOT ACT	110
	10.17	Sharing
of Payments	110
	10.18	Payments
Set Aside	110
	10.19	No
Advisory or Fiduciary Responsibility	111
	10.20	Acknowledgement
Regarding Any Supported QFCs	112
	10.21	Keepwell	112
	10.22	Acknowledgement
and Consent to Bail-In of Affected Financial Institutions	112
















    iv


     


    












	Schedules	 
	Schedule
    1.1(A)	Lenders
    and Commitments
	Schedule
    7.1	Indebtedness
	Schedule
    7.2	Liens



 


	Exhibits	 
	Exhibit
    A	Assignment
    and Assumption Agreement
	Exhibit
    B	Organizational
    Chart
	Exhibit
    C	Compliance
    Certificate
	Exhibit
    D	Guaranty
	Exhibit
    E	Promissory
    Note
	Exhibit
    F1-F4	Tax
    Compliance Certificates
	Exhibit
    G	Borrowing
    Base Report
	Exhibit
    H	Notices
    Address
	Exhibit
    I	Post-Closing
    Requirements
	Exhibit
    J	Other
    Approved Subsidiaries












    v


     


    




CREDIT
AGREEMENT


 


This
CREDIT AGREEMENT dated as of October 6, 2021, is made and entered into by and among LANDSEA HOMES CORPORATION, a Delaware corporation
(“Borrower”), 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 senior unsecured 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 senior unsecured 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
I. DEFINITIONS


 


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


 


“A&D
Lot” means an individual Lot designated on a subdivision plat or map (whether preliminary or final) for a subdivision under
development by Borrower or a Project Owner that is zoned by a Government Authority as a use by right by the municipality in which such
real property is located for residential building and use, and with respect to which the Borrower or such Project Owner is actively developing
into a Finished Lot. Unless the context otherwise requires, the term “A&D Lot” refers to the Lot prior to a transfer
of the Lot for Unit construction and inclusion of the Lot in Eligible Assets as a Unit.


 


“Additional
Lender” has the meaning specified in Section 2.7(d).


 


“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.









    1
 


     


    

  


“Affected
Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“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.


 


“Approvals
and Permits” means, with respect to any Real Estate Inventory, 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 such property, 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 Subsidiary.


 


“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 Eligible Assets; (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,
and in each case, any business substantially related or incidental thereto.


 


“Asset
Value” means for any Eligible Asset, the “Asset 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.









    2


     


    







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


 


“Bail-In
Legislation” means, (a) 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, regulation, rule or requirement for such EEA Member Country
from time to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the
United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than
through liquidation, administration or other insolvency proceedings).


 


“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 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).


 


“Bankruptcy
Code” means 11 U.S.C. §101, et seq.


 


“Base
Rate” means, for any day, a fluctuating rate per annum equal to the highest of: (a) the Prime Rate for such day plus 0.50%,
and (b) the Federal Funds Effective Rate for such day, plus 0.50%.


 


“Base
Rate Borrowing” means, as to any Borrowing, the Base Rate Loans comprising such Borrowing.


 


“Base
Rate Loan” means a Loan that bears interest at a rate based on the “Base Rate”.


 




                “Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes, such as changes to the definition of “Business Day,” or timing and frequency of determining rates and making payments
of interest, that Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement
and to permit the administration thereof in a manner substantially consistent with market practice (or, if the Administrative Agent decides
that adoption of any portion of such market practice is not administratively feasible or if Administrative Agent determines that no market
practice for the administration of such Benchmark Replacement exists, in such other manner of administration as Administrative Agent
decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).


 






    3


     


    

 





“Beneficial
Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.


 


“Beneficial
Ownership Regulation” means 31 C.F.R. Sec. 1010.230.

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

“Borrower Materials” has the meaning specified in Section 10.14.





“Borrowing”
means a borrowing consisting of simultaneous Revolving Loans of the same Type made by the Lenders.


 


“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 substantially in the form of Exhibit G, executed by a Responsible Officer
of the Borrower, and setting forth in reasonable detail all assets used in the calculation of the Borrowing Base, including the determination
of Eligible Assets and the Asset Value thereof.


 


“Borrowing
Base Valuation Date” means (a) August 31, 2021, and (b) the date of each Borrowing Base Report provided to Administrative Agent
thereafter.


 


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


 


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


 


“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, 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.









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“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; (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 any Real Estate Inventory.


 


“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 an event or series of events by which:


 


(a)                       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) other than a Permitted Investor 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 Borrower entitled to vote for members
of the board of directors or equivalent governing body of Borrower 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); provided that there shall be no Change of Control
pursuant to this clause (a) if the Permitted Investor is the beneficial owner (as determined above), directly or indirectly, of more
than 40% of such Equity Interests of Borrower;









    5


     


    







(b)                      during
any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower
cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period,
(ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above
constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose
election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii)
above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body;


 


(c)                       the
passage of 30 days from the date upon which any Person or two or more Persons (other than a Permitted Investor) acting in concert shall
have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result
in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies
of Borrower, or control over the Equity Interests of Borrower entitled to vote for members of the board of directors or equivalent governing
body of Borrower 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) representing 25% or more of the combined voting power of such securities; provided that there shall
be no Change of Control pursuant to this clause (c) if the Permitted Investor is the beneficial owner (as determined above), directly
or indirectly, of more than 40% of such Equity Interests of Borrower; or


 


(d)                      Borrower
shall, at any time, cease to own, directly or indirectly, 100% of the Equity Interests of Landsea Homes US.


 


“Code”
means the United States Internal Revenue Code of 1986, as amended 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 November 30, 2021 is
set forth on Schedule 1.1(A) and from and after November 30, 2021 will be as set forth in amendments entered into pursuant to
Section 2.14 and/or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable.


 


“Commitment
Amount” means the aggregate amount of the Lenders’ Commitments.


 









    6


     


    

 





“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § I et seq.), as amended from time to time, and any successor
statute.


 


“Completion
Deed of Trust” means a deed of trust or mortgage or similar Lien in favor of a land seller that secures deferred purchase price
payable by the Project Owner upon partial or full completion of onsite and/or offsite improvements (including for example grading, streets
and utilities) in the applicable Subdivision that are being constructed and developed by the land seller.


 


“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 Borrower 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 and net of all cash and Cash Equivalent Investments in excess of the Threshold Cash Amount.


 


“Consolidated
EBITDA” means, with respect to Borrower, 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 Borrower, which, in conformity with GAAP,
would be set opposite the caption “Interest Expense” or any like caption on a consolidated income statement for Borrower
for such period, including 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 Borrower, for any fiscal year or other fiscal period, the net income of Borrower 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 Borrower, for any period, Consolidated Interest Expense less interest capitalized
during the current period.


 


“Consolidated
Total Assets” means, with respect to Borrower, as at the end of any fiscal period, the total assets of Borrower, determined
on a consolidated basis in accordance with GAAP.


 


“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.









    7


     


    







“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 Real Estate Inventory or construction of a Unit (or if the Lot or Unit was originally acquired by an Affiliate of Borrower
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 or other
property, (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
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 3% per annum plus the Interest Rate.


 


“Defaulting
Lender” means, subject to Section 2.18(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 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 2.18(b)) upon delivery of written notice of such determination to Borrower and each Lender.









    8


     


    







“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions
and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and leaseback transaction
and any issuance of Equity Interests by a Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.


 


“Division”
means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or
more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing
Person and pursuant to which the Dividing Person may or may not survive.


 


“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.


 


“Early
Opt-in Effective Date” means, with respect to any Early Opt-in Election, the sixth Business Day after the date notice of such
Early Opt-in Election is provided to the Lenders, so long as the administrative Agent has not received, by 5:00 p.m. (Arizona time) on
the fifth Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to
such Early Opt-in Election from Lenders comprising the Required Lenders.


 


“Early
Opt-in Election” means the occurrence of: (1) a determination by the Administrative Agent, or a notification by the Borrower
to the Administrative Agent that the Borrower has made a determination, that U.S. dollar-denominated syndicated credit facilities currently
being executed, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,
and (2) the joint election by the Administrative Agent and the Borrower to replace
LIBOR with a Benchmark Replacement and the provision by the Administrative Agent of written notice of such election to the Lenders.









    9


     


    







“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.


 


“Eligible
Assets” means (a) Unrestricted Cash; and (b) Real Estate Inventory located in any U.S. State that is not an Excluded State,
in each case owned in fee simple absolute by Borrower or a Restricted Subsidiary that is a Guarantor and that is (i) not subject to any
Liens or Encumbrances, or Negative Pledges, other than Permitted Exceptions, (ii) not subject to any title, survey or environmental or
other defects that materially affect Borrower’s ability to develop such property, construct Units thereon and sell such Units to
the public, and (iii) subject to the limitations in Article III, included in the most recent Borrowing Base Report submitted to Administrative
Agent.


 


“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)).


 


“Entitled
Land” means real property with respect to which all of the following are true: (a) the property has a zoning
classification 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 the applicable Governmental
Authorities.


 


“Environmental
Laws” means any federal, state or local law, whether by common law, statute, ordinance, or regulation, pertaining to health,
industrial hygiene, environmental conditions, or the regulation or protection of the environment.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation,
fines, penalties or indemnities), whether based in contract, tort, implied or express warranty, criminal or civil statute or common law,
directly or indirectly relating to (a) any Environmental Laws, (b) the generation, use, transportation, storage or disposal of any Hazardous
Substances, (c) exposure to any Hazardous Substances, (d) the release
or threatened release of any Hazardous Substances into the environment or (e) any contract or agreement pursuant to which liability is
assumed or imposed with respect to any of the foregoing.









    10


     


    







“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; or (k) the imposition of a lien upon Borrower pursuant to Section 430(k) of the Code or Section 303(k) of
ERISA.


 


“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.


 


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


 


“Excluded
State” means any of the following: Alaska; Arkansas; Connecticut; Hawaii; Illinois; Indiana; Iowa; Kansas; Kentucky; Louisiana;
Maine; Massachusetts; Michigan; Minnesota; Mississippi; Missouri; Montana; Nebraska; New Hampshire; New Mexico; North Dakota;
Ohio; Oklahoma; Rhode Island; South Dakota; Vermont; West Virginia; Wisconsin; and Wyoming.


 






    11


     


    







“Excluded
Swap Obligation” means with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the
Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee
thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission
(or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute
an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the
Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap
Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap
Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.


 


“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 (other than pursuant to an assignment
requested by the Borrower under Section 2.12(b)) or (ii) such Lender changes its Lending Installation except in each case to the
extent that, pursuant to Section 2.11, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately
before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to
such Recipient’s failure to comply with Section 2.11(g), and (d) any withholding Taxes imposed under FATCA.


 


“Extending
Lender” has the meaning specified in Section 2.7(e).


 


“Extension
Election Notice Date” has the meaning specified in Section 2.7(b).


 


“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(m).


 









    12


     


    

 





“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 an (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 as designated on a subdivision plat or map (whether preliminary or final), 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 on such Lot.


 


“FIRRMA”
means the Foreign Investment Risk Review Modernization Act of 2018. 

“First Payment Date” means November 5, 2021.


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


 


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

“Floor Rate” means a rate of interest equal to 3.75% per annum.





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

“Foreign Person” has the meaning set forth in the DPA.


“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 Europea Union or the European Central Bank).









    13


     


    







“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 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, each Subsidiary of Borrower that has executed a Guaranty in favor of Administrative Agent and Lenders.


 


“Guaranty”
means (a) the guaranty made by the Guarantors on the Effective Date in favor of Administrative Agent, Lenders and Issuing Bank, substantially
in the form of Exhibit D and (b) each other guaranty, Guaranty Joinder, and guaranty supplement delivered pursuant to the Loan
Documents.


 


“Guaranty
Joinder” means a joinder agreement whereby a Subsidiary joins the obligations of the Guarantors under the Guaranty, in the
form set forth in the Guaranty.


 


“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, or a petroleum by-product, asbestos or asbestos-containing material, polychlorinated
biphenyls, flammable, explosive, radioactive, freon gas, radon, pesticide or herbicides.


 


“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.









    14


     


    







“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;


 


(b)              Personal
property taxes assessed against or imposed upon or in respect of any of the Real Estate Inventory 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 or the Obligations
or that may result in a Lien or Encumbrance upon any of the Real Estate Inventory (including 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 Real Estate Inventory in lieu of or in addition to any of the foregoing; and


 


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

“Incremental Commitment” has the meaning specified in Section 2.14(a).


“Incremental
Commitment Effective Date” has the meaning specified in Section 2.14(c).

“Incremental Lender” has the meaning specified in Section 2.14(b).


“Indebtedness”
means, as to any Person at a particular time, without duplication: (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) accounts payable to the
extent such obligations remain unpaid 90 days or later after the applicable due date; (f) all obligations of such Person arising 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 Guarantees of such
Person in respect of any of the foregoing. For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of
any partnership or 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.


 






    15


     


    

 





“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 LIBOR Rate as in effect from time to time; provided, in no case will the Index Rate be less than 0.50% per
annum.


 


“Index
Rate Borrowing” means, as to any Borrowing, the Index Rate Loans comprising such Borrowing.


 


“Index
Rate Loan” means a Loan that bears interest at a rate based on the “Index Rate.” 

“Interest Election Request” means a request by Borrower to convert or continue a Borrowing
in accordance with Section 2.4, which shall be in such form as Administrative Agent may approve.





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


 


“Interest
Rate” means (i) with respect to Index Rate Loans, a rate of interest on the outstanding principal amount at a rate per annum
equal to the Index Rate plus 3.25% per annum, and (ii) with respect to Base Rate Loans, a rate of interest on the outstanding principal
amount at a rate per annum equal to the Base Rate plus 2.25% per annum; provided, however, in no case will the Interest Rate for any
Loan be less than the Floor Rate.


 


“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.


 


“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).


 






    16


     


    

 





“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 2.14 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.


 


“Joint
Bookrunner” means, individually (a) Western Alliance Bank, and (b) BofA Securities, Inc.


 


“Joint
Lead Arranger” means, individually (a) Western Alliance Bank, and (b) BofA Securities, Inc.


 


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


 


“Landsea
Homes US” means Landsea Homes US Corporation, a Delaware corporation.


 




                “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 2.15(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 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.


 






    17


     


    







“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.


 


“Lender
Swap Contract” means any Swap Contract that is entered into by and between Borrower and any Person that is a Lender or any
Affiliate of a Lender at the time it enters into any Swap Contract or that is a Lender or an Affiliate of Lender at any time after it
has entered into a Swap Contract, in its capacity as a party thereto.


 


“Lenders”
means the Persons listed on Schedule 1.1(A) and any other Person that has become a party hereto pursuant to an Assignment and
Assumption or Joinder Agreement, 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.


 


“LIBOR
Rate” means the 1 month London Interbank Offered Rate (“LIBOR”) which is identified and published by ICE
Benchmark Administration (“ICE”) for loans in United States dollars as obtained by Lender from Bloomberg Financial
Service System (or, if no longer available, any similar or successor publication selected by Lender). The LIBOR Rate shall initially
be determined on the date of this Agreement and shall thereafter be adjusted monthly on the first day of each calendar month to be the
LIBOR determined by Administrative Agent to be in effect on such date (each, a “Determination Date”).


 


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


 


(a)         Any
lease or other right to use real property or personal property;


 


(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 Involuntary Liens) and whether arising by agreement, document, or instrument, under any
law, ordinance, regulation, or rule (federal, state, or local), or otherwise; and


 






    18


     


    

 





(c)         Any
option, right of first refusal, or other interest or right with respect to real property.


 


“Liquidity”
has the meaning specified in Section 7.14(a).


 


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


 


“Loan
Documents” means this Agreement, each Note, each Guaranty, the L/C Documents, any agreement creating or perfecting rights in
Cash Collateral, the Fee Letter, 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 and each Guarantor.


 


“Lot”
means, an individual lot designated as such on a subdivision plat or map (whether preliminary or final) for the applicable 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
Improvements” means, with respect to each Subdivision, the improvements which may exist or which are to be constructed (including
curbs, grading, landscaping, sprinklers, storm and sanitary sewers, paving, sidewalks, and utilities) necessary to make the Lots and
other Real Estate Inventory located in such Subdivision suitable for the construction of single family homes, and any common area improvements
for the 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
Term” means the period of time during which Lots may be included as Eligible Assets in the Borrowing Base pursuant to Section
3.2.


 


“Master
Agreement” has the meaning specified in the definition of “Swap Contract”. 




                “Material
Adverse Change” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties,
liabilities (actual or contingent), condition (financial or otherwise) of Borrower and its Subsidiaries, taken as a whole; or (b) a material
adverse effect on (i) the ability of any Loan Party to perform its Obligations under any Loan Document, (ii) the legality, validity,
binding effect or enforceability against any Loan Party of any Loan Document to which it is a party or (iii) the rights, remedies and
benefits available to, or conferred upon, Administrative Agent or any Lender under any Loan Documents.


 






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“Material
Contract” means, with respect to any Person, any agreement or contract to which such Person or any of its Subsidiaries is a
party, that is material to the Borrower and its Subsidiaries taken as a whole, the loss of which would be reasonably likely to result
in a Material Adverse Change.


 


“Maturity
Date” means October 6, 2024, as such date may be extended pursuant to Section 2.7.


 


“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 a 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 Subdivision are sold.


 


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


 


“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.


 


“Negative
Pledge” means a provision of any agreement (other than the Loan Documents) that prohibits the creation of any Lien on any assets
of Borrower or the Guarantors to secure any Obligations.


 


“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 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.


 


“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.


 









    20


     


    

 





“Non-Extending
Lender” has the meaning specified in Section 2.7(b). 

“Non-Extension Notice Date” has the meaning specified in Section 2.5(c).


“Non-Recourse
Indebtedness” means, for any member of the Borrowing Group, Indebtedness or other obligations of such member of the Borrowing
Group secured by a Lien on property that is not included in the Borrowing Base to the extent that the liability for such Indebtedness
or other obligations is limited to the security of such property (or to Persons other than a member of the Borrowing Group) without liability
on the part of any member of the Borrowing Group (other than, in the case of Indebtedness or obligations of a Subsidiary, any Subsidiary
that holds title to such property (if such property constitutes all or substantially all the property of such Subsidiary).


 


“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 or any Loan Party arising under this Agreement,
any Guaranty, or 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 Subsidiary thereof of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless 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.


 


“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
Approved Subsidiaries” means Subsidiaries of Landsea Homes US that are either
(a) listed on Exhibit J so long as (i) Landsea Homes US’s percentage ownership of the
Equity Interests in such Subsidiaries is not reduced after the Effective Date, and (ii) such Subsidiaries do not acquire Real Estate
Inventory that is not currently owned by such Persons on the Effective Date; or (b) otherwise approved by Administrative
Agent.


 






    21


     


    

 








“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 (other than an assignment made pursuant to Section 2.12(b)).


 


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


 


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

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


“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;


 






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(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 Borrower and the
Guarantors as a whole does not exceed the greater of (x) $15,000,000 and (y) 2.83% of Tangible Net Worth as of the last day of any
Fiscal Quarter of Borrower (unless otherwise approved by Administrative Agent), and (v) Borrower takes any and all other actions
(including 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; provided
that if any Involuntary Lien described in this clause (b) (x) is in an amount greater than $50,000, and (y) has attached to any
Eligible Assets for a time period longer than 6 months, then Borrower will immediately remove the affected Real Estate Inventory
from the Borrowing Base for so long as such Involuntary Liens continue to affect such Real Estate Inventory;


 


(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 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 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;
and


 


(d)        Land
Seller Documents excluding Completion Deeds of Trust; and


 


(e)          Completion
Deeds of Trust, provided, that the amounts secured by Completion Deeds of Trust in the aggregate shall not exceed $50,000,000;


 


provided,
in no case will Permitted Exceptions include Liens or Encumbrances securing any Indebtedness, Guarantee, or indemnity obligations of
any Person except as described in clause (e) above.


 


“Permitted
Investments” means:


 


(a) Cash
Equivalent Investments;


 


(b)  Investments
in Real Estate Inventory owned by Restricted Subsidiaries and the construction of Units thereon;


 


(c)  Investments
by Borrower in any Restricted Subsidiaries that are Guarantors or will upon the making of such Investment become a Guarantor;


 


(d)  advances
to officers, directors and employees of Borrower or any of its Subsidiaries in an aggregate amount not to exceed $6,000,000 at any time
outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;


 






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(e)  Investments
of the Borrower or any of its Subsidiaries in any other Person that is, or will upon the making of such Investment become, a Subsidiary
that is not a Restricted Subsidiary, together with all Investments pursuant to clause (g) below, at any time outstanding, not
to exceed 15% of Tangible Net Worth as of the last day of any Fiscal Quarter of the Borrower;





(f) Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of grade credit in
the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account
debtors to the extent reasonably necessary in order to prevent or limit loss;


 


(g) Investments
in any Person that is as of the Effective Date, an Unconsolidated Affiliate, together with all Investments pursuant to clause (e)
above, at any time outstanding, not to exceed 15% of Tangible Net Worth as of the last day of any Fiscal Quarter of the Borrower;
and


 


(h)
acquisitions of real property in the ordinary course of business.


 


“Permitted
Investors” means Landsea Green Properties Co., Ltd. and Landsea Holdings Corporation, a Delaware corporation.


 


“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.


 


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


 


“Prime
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


 


“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 Subsidiary of Borrower that is the owner of Real Estate Inventory and is a Guarantor.


 


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


 






    24


     


    

 





(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 Real Estate Inventory (such amounts to include payment of taxes,
assessments and other Liens and Encumbrances affecting the Real Estate Inventory); and


 


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


 


“Public
Lender” has the meaning specified in Section 10.14.


 


“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 $5,000, (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).


 


“Qualified
ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time
as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an
“eligible contract participant” at such time under Sec. 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Real
Estate Inventory” means the A&D Lots, Finished Lots, Units and other Entitled Land owned, in fee simple absolute, by Borrower
or a Subsidiary of Borrower.


 


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


 


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


 


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


 


“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.


 


“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.


 


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


 






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“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 50% 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.


 


“Required
Tangible Net Worth” means the sum of (i) an amount equal to 65% of Borrower’s Tangible Net Worth as of December 31, 2020
plus (ii) the cumulative amount of 50% of Borrower’s Net Income for each Fiscal Year ending after December 31, 2020; provided,
if in any Fiscal Year, Borrower’s Net Income is less than $0, the Net Income amount for such Fiscal Year will be excluded from
the Required Tangible Net Worth.


 


“Required
Consent Trigger Date” means the date upon which Western Alliance Bank and its Affiliates hold 50% or less of the Total Credit
Exposures of all Lenders.


 


“Requirements”
means, as of any date of determination, with respect to any Real Estate Inventory (a) any and all material obligations, requirements,
restrictions and other terms and conditions then in effect 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 then imposed
by any law, ordinance, regulation, or rule (federal, state, or local), (c) any then applicable Approvals and Permits, (d) restrictions
set forth in or required by any Permitted Exceptions, (e) any condition, covenant, restriction, easement, right-of-way, or reservation
applicable to such Real Estate Inventory, (f) any material requirements under insurance policies, (g) any other material restrictions
contained in any 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 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 is bound.


 


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


 


“Resolution
Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“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 Credit 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.









    26


     


    







“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 Subsidiaries that are both (a)(i) Wholly-Owned by Landsea Homes US, or (ii) Other Approved Subsidiaries,
and (b) engaged, in all material respects, in lines of business substantially similar to those lines of business conducted by the Borrowing
Group on the date hereof or any business reasonably related, complementary, synergistic or ancillary thereto or reasonable extensions
thereof.


 


“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.


 


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


 


“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.


 


“SEC”
means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.


 


“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 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.


 






    27


     


    

 





“Specified
Loan Party” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act
(determined prior to giving effect to Section 10.21). 


 





“Subdivision”
means a group of Lots owned by a Project Owner that are intended to be 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.


 


“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.


 


“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 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
Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction
that constitutes a “swap” within the meaning of section la(47) of the Commodity Exchange Act.


 


“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) Borrower’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 Borrower and other intangibles); minus (c) the aggregate principal amount of all Indebtedness of Borrower and its
Subsidiaries, in the amount that would be reflected on a balance sheet prepared at such date, determined on a consolidated basis in accordance
with GAAP.


 






    28


     


    

 


“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.


 


“Threshold
Cash Amount” means the greater of (a) $20,000,000; or (b) 1.78% of the Borrower’s Consolidated Total Assets as of the
end of the most recent Fiscal Quarter of Borrower (based on the most recent financial statements delivered to the Lenders pursuant to
Section 6.3(a) or (b)).


 


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


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Index Rate or the Base Rate.


 


“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).


 


“UK
Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to
time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook
(as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions
and investment firms, and certain affiliates of such credit institutions or investment firms.


 


“UK
Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the
resolution of any UK Financial Institution.


 


“Unconsolidated
Affiliates” means an Affiliate of Borrower whose financial statements are not required to be consolidated with the financial
statements of Borrower in accordance with GAAP.


 


“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.


 






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“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 Loan Parties (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
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.


 


“Unrestricted
Cash” means cash and cash equivalents of the Loan Parties that are (x) not subject to a Lien (excluding statutory liens in
favor of a depository bank where such cash is deposited) or a Negative Pledge or (y) otherwise not restricted as determined in accordance
with GAAP.


 


“Unused
Fee” has the meaning specified in Section 2.14(e).


 


“Unused
Fee Rate” means the percentages per annum set forth below.


 


	Pricing


Level	Unused
Commitments 

(as a percentage of total Commitment of

a Lender)	Unused
Fee

Rate
	I	≤
50.0%	0.25%
	II	>
50.0%	0.15%



 


“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).


 




                “Western
Alliance Bank” means Western Alliance Bank, an Arizona corporation.


 




                “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, (a) 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 and (b) with respect to the United Kingdom, any powers of the
applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial
Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities
or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had
been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation
that are related to or ancillary to any of those powers.


 


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 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.”


 






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(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.


 


1.7          Benchmark
Replacement Provisions. If Administrative Agent determines (which determination shall be conclusive absent manifest error) that any
of the following has occurred: (i) LIBOR ceases to exist or is no longer available; or (ii) a public announcement is made by the regulatory
supervisor for the administrator of LIBOR that LIBOR is no longer representative; or (c) the
Early Opt-in Effective Date has occurred (the occurrence of such event shall be referred to as the “Benchmark Replacement Date”)
(provided, if the Benchmark Replacement Date has not occurred by June 30, 2023, then the Benchmark Replacement Date will be deemed to
occur on June 30, 2023), then commencing on the next Determination Date as provided in the definition of “LIBOR Rate”, the
Index Rate hereunder shall be replaced with the first alternative set forth in the order that follows that can be determined by Administrative
Agent as of the Benchmark Replacement Date (as applicable, the “Benchmark Replacement”): (a) the Ameribor Rate;
and (b) such alternate base rate and spread as Administrative Agent and all Lenders determine in their reasonable discretion (in consultation
with Borrower) to be most comparable to the then-current interest rate. “Ameribor Rate” means the 30 day American
Interbank Offered Rate Term-30 index (“Ameribor”) which is published for loans in United States Dollars by the American
Financial Exchange and is obtained by Administrative Agent from Bloomberg Financial Services System with the code AMBOR30T (or, if no
longer available, any similar or successor publication selected by Administrative Agent). The Index Rate based on the Benchmark Replacement
shall initially be determined on the first Determination Date following the Benchmark Replacement Date and shall thereafter be adjusted
on each subsequent Determination Date to be the applicable Benchmark Replacement determined by Administrative Agent to be in effect on
such date. If the Benchmark Replacement as determined pursuant to this section would be less than 50 basis points, the Benchmark Replacement
will be deemed to equal 50 basis points for the purposes of this Agreement and the other Loan Documents. In connection with the implementation
of a Benchmark Replacement, Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time
and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement
Conforming Changes will become effective without any further action or consent of Borrower or Lenders.


 






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ARTICLE
II.

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 to Borrower in an aggregate principal amount that will not result in (a) such Lender’s
Outstanding Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the Outstanding Credit Exposures for all the Lenders
exceeding the Available Loan Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower
may borrow, prepay and reborrow 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.


 


(c)                                Ratable
Loans. Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans of the same Type made by the Lenders
ratably in accordance with their respective Commitments.


 






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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. Subject to the provisions of clause (b) below, each Revolving Loan shall bear interest at the applicable 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 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 the Administrative Agent 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 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
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.


 






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(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 funded by
the Lenders will be made available to Borrower 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. Borrowings
will be made not more often than once per week. Each Draw Request pursuant to this Section shall specify the following information: (i)
the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) whether such
Borrowing is to be a Base Rate Borrowing or an Index Rate Borrowing; and (iv) the location and number of the Borrower’s account
to which funds are to be disbursed. 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 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.









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(b)                        Use
of Proceeds. The proceeds of Revolving Loans shall be used for general corporate purposes (including the repayment of existing Indebtedness
of the Borrower and its Subsidiaries on the Effective Date, working capital, capital expenditures, acquisitions, construction, horizontal
and vertical development and redevelopment) and other lawful corporate purposes not in contravention of any Law or of any Loan Document.


 


(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)                        Prepayments.
If for any reason the Outstanding Credit Exposure at any time exceeds the Available Loan Commitment then in effect, Borrower shall immediately
prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that
Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(d) unless such excess continues
after the prepayment in full of the Loans.


 


(e)                         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).


 






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(f)                          Elections
by Borrower for Borrowings. The Loans comprising each Borrowing initially shall be of the Type specified in the applicable Draw Request.
Thereafter, the Borrower may elect to convert a Borrowing to a Borrowing of a different Type or to continue such Borrowing as a Borrowing
of the same Type, all as provided in this Section. The Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate Borrowing.


 


(g)                        Notice
of Elections. Each such election of the Type of Borrowing pursuant to this Section shall be made upon the Borrower’s irrevocable
notice to the Administrative Agent. Each such notice shall be in the form of a written Interest Election Request, appropriately completed
and signed by a Responsible Officer of the Borrower, or may be given by telephone to the Administrative Agent (if promptly confirmed
in writing by delivery of such a written Interest Election Request consistent with such telephonic notice) and must be received by the
Administrative Agent not later than the time that a Draw Request would be required under Section 2.4 if the Borrower were requesting
a Borrowing of the Type resulting from such election to be made on the effective date of such election. Interest Election Requests to
change the Type of a Borrowing may not be submitted more frequently than once per month and will take effect on the first day of the
month following submission of such Interest Election Request.


 


(h)                        Content
of Interest Election Requests. Each Interest Election Request pursuant to this Section shall specify the following information:


 


              (i)       the
Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to
clauses (iii) and (iv) below shall be specified for each resulting Borrowing);


 


             (ii)       the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and


 


            (iii)       whether
the resulting Borrowing is to be a Base Rate Borrowing or Index Rate Borrowing.


 


(i)                           Notice
by Administrative Agent to Lenders. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise
each Lender of the details thereof and such Lender’s portion of each resulting Borrowing.


 


(j)                          Failure
to Elect; Events of Default. If no election as to the Type of a Borrowing is specified in the applicable Draw Request, then the requested
Borrowing shall be a Base Rate Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing
and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as such Event of Default
is continuing (i) no outstanding Borrowing may be converted to or continued as a Index Rate Borrowing and (ii) unless repaid, each Index
Rate Borrowing shall automatically be converted to a Base Rate Borrowing.


 









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(k)                        Notice
by Administrative Agent to Lenders. Promptly following receipt of a Borrowing Request, the Administrative Agent shall advise each
Lender of the details thereof and the amount of such Lender’s Loan to be made as part of the requested Borrowing.


 


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 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 4.2 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 and (iv) the Outstanding Credit Exposure of all Lenders shall
not exceed the Available Loan Commitment. 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 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.


 






    38


     


    

 


             (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 2.17(a)(iv)) with respect to the Defaulting 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, 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.


 


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 Maturity 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.









    39


     


    







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 notice from Administrative Agent or Issuing
Bank; 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 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:









    40


     


    




                              (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).


 


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.









    41


     


    







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 excluding the date that the Borrower reimburses such L/C Disbursement,
at the rate per annum then applicable to Base Rate 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.


 






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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 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 50% 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, 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(f) and (g). Such deposit shall be held by the Administrative Agent as collateral
for the payment and performance of the obligations of the Borrower under this Agreement, and Borrower grants to Administrative Agent
a security interest in such Collateral Account and all Cash Collateral therein. In addition, and without limiting the foregoing or Section
2.5(d), if any L/C Obligations remain outstanding (i) on the date Lenders’ Commitments are cancelled or (ii) 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 greater an 50% 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.


 






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(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.


 


2.7         Extension
of Maturity Date.


 


(a)                       Requests
for Extension. Borrower may, by written notice to Administrative Agent (who shall promptly notify the Lenders) not earlier than 90
days and not later than 30 days prior to each annual anniversary of the Effective Date (each such annual anniversary, an “Extension
Effective Date”), request that the then-existing Maturity Date be extended for an additional one year; provided, however,
that any such request may be made only once during each such 60-day period.


 


(b)                        Lender
Elections to Extend. Each Lender, acting in its sole and individual discretion, shall, by notice to Administrative Agent given not
later than the date (the “Extension Election Notice Date”) that is 20 days prior to the annual anniversary of the
Effective Date, advise Administrative Agent whether or not such Lender agrees to such extension (and each Lender that determines not
to so extend its Maturity Date (a “Non-Extending Lender”) shall promptly notify Administrative Agent of such determination
(but in any event no later than the Extension Election Notice Date) and any Lender that does not so advise Administrative Agent on or
before the Extension Election Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension
shall not obligate any other Lender to so agree.


 


(c)                       Notification
by Administrative Agent. Administrative Agent shall notify Borrower of each Lender’s determination under this Section no later
than the date 15 days prior to the annual anniversary of the Effective Date (or, if such date is not a Business Day, on the next Business
Day).


 


(d)                       Additional
Lenders. Borrower shall have the right to cause each Non-Extending Lender to assign its Commitment to one or more Eligible Assignees
(each, an “Additional Lender”) as provided in Section 10.5; provided that each of such Additional Lenders
shall enter into an Assignment and Assumption pursuant to which such Additional Lender shall, effective as of the Extension Effective
Date, provide a Commitment (and, if any such Additional Lender is already a Lender, its additional Commitment shall be in addition to
such Lender’s existing Commitment hereunder on such date). No existing Lender is required to be an Additional Lender.


 


(e)                       Minimum
Extension Requirement. If (and only if) (i) the total of the Commitments of the Lenders that have agreed so to extend their Maturity
Date (each, an “Extending Lender”) and the additional
Commitments of the Additional Lenders shall be more than 662/3% of the aggregate amount of the Commitments in effect
immediately prior to the Extension Effective Date, and (ii) Borrower complies with Section 2.7(f), then, effective as of the Extension
Effective Date, the Maturity Date with respect to all Lenders shall be extended to the date falling one year after the Maturity Date
in effect immediately prior to the Extension Effective Date (except that, if such date is not a Business Day, such Maturity Date as so
extended shall be the immediately preceding Business Day) and each Additional Lender shall thereupon become a “Lender” for
all purposes of this Agreement.


 


(f)                         Conditions
to Effectiveness of Extensions. As conditions precedent to each such extension:


 


              (i)       Borrower
shall deliver to Administrative Agent a certificate of each Loan Party as of the Extension Effective Date (in sufficient copies for each
Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions
adopted by such Loan Party approving or consenting to such extension and (B) in the case of Borrower, certifying that, before and after
giving effect to such extension, (1) the representations and warranties contained in the Loan Documents are true and correct on and as
of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date,
in which case they are true and correct as of such earlier date, and (2) no Default or Event of Default exists or would result therefrom.


 


             (ii)       On
the Extension Effective Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Lender an amount provided
in the Fee Letter, which fee shall, when paid, be fully earned and non-refundable under any circumstances.


 


              (iii)       (A)
Upon the reasonable request of any Lender, including any Additional Lender, made at least 15 days prior to the Extension Effective Date,
Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information
so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including
the PATRIOT Act, in each case at least 10 days prior to the Extension Effective Date and (B) at least 10 days prior to the Extension
Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall
have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.


 


              (iv)       On
the date of the notice described in Section 2.7(a) and the date of such extension and after giving effect thereto, (A) the representations
and warranties contained in the Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that
such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier
date, and (B) no Default or Event of Default exists or would result therefrom.


 


              (g)      Amendment.
In connection with any extension of the Maturity Date, Borrower, Guarantors and Administrative Agent will execute such amendments to
this Agreement as Administrative Agent determines to be reasonably necessary to evidence the extension. This Section 2.7 shall
supersede any provisions in Section 10.2 to the contrary.









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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 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.


 






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            (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.


 


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;


 









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             (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 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).


 









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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 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).


 






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(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 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;


 






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         (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


 


         (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.


 






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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.


 


(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       Illegality;
Inability to Determine Rates.


 


(a)                                 Illegality.
If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted it is unlawful, for any Lender
or its applicable Lending Office to make, maintain or fund Loan advances whose interest is determined by reference to LIBOR, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, U.S. Dollars
in the London interbank eurodollar market, then, upon notice thereof by such Lender to Borrower (through Administrative Agent), any obligation
of such Lender to make or maintain advances of the Loan at the LIBOR Rate shall be suspended, in each case until such Lender notifies
Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist, in which case the Loans will
accrue interest at the Base Rate. Upon receipt of such notice, all Loans accruing interest based on the
LIBOR Rate will instead accrue interest at the Base Rate. Upon any such prepayment or conversion, Borrower shall also pay accrued interest
on the amount so prepaid or converted.


 






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(b)                                Inability
to Determine Rates. If no Benchmark Transition Event or other event described in Section 1.7 has occurred, and Administrative
Agent determines (which determination shall be conclusive absent manifest error) that (i) U.S. Dollar deposits are not being offered
to banks in the London interbank eurodollar market in the amount of any proposed or existing advance of the Loan for terms equal to one
(1) month, or (ii) adequate and reasonable means do not exist for determining LIBOR for proposed or existing advances of the Loan, or
(iii) Administrative Agent or Required Lenders determine that for any reason LIBOR does not adequately and fairly reflect the cost to
such Lenders of funding the Loan, Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, the obligation of
Lenders to make or maintain advances of the Loan at the LIBOR Rate shall be suspended, in each case until Administrative Agent (or, in
the case of a determination by Required Lenders described in clause (iii)
above, until Administrative Agent upon instruction of Required Lenders) revokes such notice. During the period of such suspension, all
proposed advances and all amounts from day to day outstanding which are not past due, shall bear interest at a fluctuating rate of interest
per annum equal to the Base Rate.


 


2.13       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, declined or is unable to remedy the circumstances giving rise thereto
in accordance with Section 2.13(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:


 









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              (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.


 


2.14       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 to exceed the sum of (x) $350,000,000 (i.e. for a total Commitment Amount of $850,000,000); provided that
any such request for an increase shall be in a minimum amount of the lesser of (A) $20,000,000 (or such lesser amount as may be approved
by the Administrative Agent) and (B) the entire remaining amount of increases available under this Section, and (y) in the case of any
Incremental Commitment that effectively replaces any Commitments terminated pursuant to Section 2.13(b), an amount equal to the
portion of such Commitments so terminated.


 


(b)                      Lender
Elections to Increase. Each Lender shall notify Administrative Agent within such time period whether or not it agrees to increase
its Commitment and, if so, whether by an amount equal to, greater than,
or less than its Applicable Percentage of such requested increase (each such existing Lender or other Person that agrees to provide an
Incremental Commitment, an “Incremental Lender”). Any Lender not responding within such time period shall be deemed
to have declined to increase its Commitment.









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(c)                        Notification
by Administrative Agent; Additional Lenders. Administrative Agent shall notify Borrower and each Lender of the Lenders’ responses
to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of Administrative Agent
and each Issuing Bank, Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form
and substance satisfactory to Administrative Agent and its counsel.


 


(d)                       Effective
Date and Allocations. If the Commitments are increased in accordance with this Section, Administrative Agent and Borrower shall determine
the effective date (the “Incremental Commitment Effective Date”) and the final allocation of such increase. Administrative
Agent shall promptly notify Borrower and the Lenders of the final allocation of such increase and the Incremental Commitment Effective
Date.


 


(e)                       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:


 


              (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.


 


(f)                         Joinder
Agreement. Incremental Commitments shall become Commitments under this Agreement pursuant to a Joinder Agreement and, as appropriate,
the other Loan Documents, executed by the Borrower, each Person or Lender agreeing to provide such Commitment, if any, and Administrative
Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan
Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and the Borrower, to effect
the provisions of this Section. As of such Incremental Commitment Effective Date, upon the Administrative Agent’s receipt of the
documents required by this paragraph (f), 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).









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(g)              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.


 


2.15       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.


 


(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 or extension thereof (and
as a further condition precedent to such issuance or extension) for the entire term of such Letter of Credit equal to 0.50% 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.


 









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(e)                         Unused
Fee. Borrower shall pay to Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, an unused
fee (the “Unused Fee”) on the average daily unused amount of the Commitment of such Lender for the period from the
Effective Date to the Maturity Date, at a rate equal to the applicable Unused Fee Rate. The Unused Fee shall be due and payable in arrears
(x) on the first Business Day after the end of each of March, June, September and December, and (y) on the Maturity Date (or any earlier
acceleration of the Obligations) , in each case for any period then ending for which the Unused Fee has not previously been paid. For
purposes of computing the Unused Fees, the Commitment of any Lender shall be deemed to be used to the extent of the aggregate principal
amount at such time of its outstanding Revolving Loans and such Lender’s participation in L/C Obligations. The Unused Fee shall
be calculated in arrears and if different Unused Fee Rates apply during any period of calculation, the daily amount shall be computed
and multiplied by the applicable Unused Fee Rate for each period during which such Unused Fee Rate was in effect.


 


(f)                         Fees
Non-Refundable. Borrower acknowledges that all fees payable under this Section 2.15 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).


 


(g)                       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.


 


2.16       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. 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 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.





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









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(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 2.17(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 2.18
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
2.17 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.


 


2.18       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
Agreement shall be restricted as set forth in the definition of Required Lenders and Section 10.2(c).


 









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              (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 2.17; 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 2.17; 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 4.2 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.





              (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.


 












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              (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 2.17.


 


              (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 2.17.


 


(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 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 Revolving Loans to be 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.


 









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2.19       Erroneous
Payments.


 


(a)                        If
the Administrative Agent notifies a Lender, or any Person who has received funds on behalf of a Lender, (any such Lender or other recipient,
a “Payment Recipient”) that the Administrative Agent has determined in its reasonable discretion (whether or not after
receipt of any notice under immediately succeeding Section 2.19(b)) that any funds received by such Payment Recipient from the
Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such
Payment Recipient (whether or not known to such Lender, or other Payment Recipient on its behalf) (any such funds, whether received as
a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous
Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times
remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of
the Administrative Agent, and such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall
cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent
the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency
so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof)
was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater
of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this Section 2.19(a)
shall be conclusive, absent manifest error.


 


(b)                       Without
limiting immediately preceding Section 2.19(a), each Lender, or any Person who has received funds on behalf of a Lender, hereby
further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal,
interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount
than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or
any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of
payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, or other such
recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:


 


              (i)          (A)
in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from
the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case,
with respect to such payment, prepayment or repayment; and


 


              (ii)         such
Lender shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within
one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment,
the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 2.19(b).


 









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(c)                        Each
Lender hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender under
any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender from any source, against any amount
due to the Administrative Agent under immediately preceding Section 2.19(a) or under the indemnification provisions of this Agreement.


 


(d)                        In
the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor
by the Administrative Agent in accordance with immediately preceding Section 2.19(a), from any Lender that has received such Erroneous
Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective
behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s
notice to such Lender at any time, (i) such Lender shall be deemed to have assigned its Revolving Loans (but not its Commitments) with
respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the
Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Revolving
Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”)
at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and
is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption with respect to such Erroneous Payment
Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Revolving Loans to the Borrower or the Administrative
Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii)
upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous
Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency
Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable
Commitments which shall survive as to such assigning Lender and (iv) the Administrative Agent may reflect in the Register its ownership
interest in the Revolving Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion,
sell any Revolving Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale,
the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan
(or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against
any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will
reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement. In addition,
each party hereto agrees that, except to the extent that the Administrative Agent has sold a Revolving Loan (or portion thereof) acquired
pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated,
the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender under the Loan Documents
with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).


 


(e)               The
parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the
Borrower or any other Loan Party, except, in each case, to the extent
such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the
Administrative Agent from the Borrower or any other Loan Party for the purpose of making such Erroneous Payment.


 






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To
the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,
and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim
by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based
on “discharge for value” or any similar doctrine. Each party’s obligations, agreements and waivers under this Section
2.19 shall survive the resignation or replacement of the Administrative Agent, the termination of the Commitments and/or the repayment,
satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.


 


ARTICLE
III. 

BORROWING BASE


 


3.1                     Determination
of Eligible Assets/Borrowing Base. The Borrowing Base shall consist of the Asset Value of the Eligible Assets set forth in the most
recent Borrowing Base Report 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 Unrestricted Cash and Eligible Assets directly owned by Borrower or a Restricted Subsidiary that is a 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 Asset Values of each class of Eligible Asset is set forth in the chart below:


 





	Eligible
Asset	Asset
Value
	Unrestricted
Cash	100%
of the amount of Unrestricted Cash of Borrower in excess of the Threshold Cash Amount then in effect
	Presold
Units	90%
of Cost
	Spec
Units	80%
of Cost (subject to the limitations in Section 3.1(b) and 3.3(b) below)
	Model
Units	80%
of Cost (subject to the limitations in Section 3.1(d) below)
	Finished
Lots	70%
of Cost (subject to the limitations in Section 3.1(e) below)
	A&D
Lots	65%
of Cost (subject to the limitations in Section 3.1(e) below)




	Entitled
    Land	55%
    of Cost (subject to the limitations in Section 3.1(c) below)


 






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(b)                              Limitations
on Spec Units. (i) The combined Asset Value of Spec Units included in the Borrowing Base shall be limited to lesser of (1) 40% of
the Commitment Amount, or (2) 40% of the total Asset Value of the Borrowing Base.


 


(c)                                Limitations
on Entitled Land. The combined Asset Value of Entitled Land shall be limited to lesser of (i) 15% of the Commitment Amount, or (ii)
15% of the total Asset Value of the Borrowing Base.


 


(d)                               Limitations
on Model Units. The aggregate number of Model Units included in the Borrowing Base from any single Subdivision will not at any one
time exceed 10 Model Units.


 


(e)                                Limitations
on A&D Lots and Finished Lots. The combined Asset Value of A&D Lots and Finished Lots shall not exceed an aggregate amount
equal to the lesser of (i) 50% of the total Asset Value of the Borrowing Base and (ii) 50% of the Commitment Amount.


 


(f)                                  Adjustment
to Borrowing Base. Any Units, Lots or Entitled Land 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.


 


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 eighteen (18) months from the date
such Finished Lot was first included in the Eligible Assets as a Finished Lot.


 


(b)                       A&D
Lots. Each A&D Lot may be included in Eligible Assets as an A&D Lot for not more than twenty-four (24) months from the date
such A&D Lot was first included in the Eligible Assets as an A&D Lot.


 


(c)                        Entitled
Land: Any Entitled Land may be included in Eligible Assets as Entitled Land for not more than twenty-four (24) months from the date
such Entitled Land was first included in the Eligible Assets as Entitled Land.


 


(d)                       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.


 


3..3
                   Unit Term Limits.
Subject to the additional limitations on the Borrowing Base set forth herein, Units may be included in the Eligible Assets for the time
periods provided below.


 


(a)                         Presold
Units. Each Presold 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, 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.









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(b)                       Spec
Units. 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 Asset Value for each such Unit will be reduced to 70% of Cost. 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 3.1(b) would be exceeded or such inclusion is otherwise not permitted pursuant to this Agreement.


 


(c)                        Model
Units. 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.


 


(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.


 


3.4
                     Borrowing
Base Report.


 


(a)                                 Borrowing
Base Report. Within twenty days after the end of each month (the “Designated Month”), Borrower will prepare and
submit to Administrative Agent a Borrowing Base Report for all of the Eligible Assets dated no earlier than the last day of the Designated
Month.


 


(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 adjustment by Administrative Agent based upon (i)
Administrative Agent’s review of such report, (ii) Administrative Agent’s inspections made pursuant to Section 6.11
(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. The Administrative
Agent will use reasonable efforts to review each 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 3.4; 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.












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(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.


 


3.5                      General.


 


(a)                         If
any Eligible Asset is sold, materially damaged, destroyed, or becomes subject to any condemnation proceeding, or otherwise becomes not
eligible to be Eligible Assets pursuant to any provision of this Agreement, then such Eligible Asset will no longer be Eligible Assets
upon such sale or upon such Eligible Asset becoming ineligible, as the case may be and Borrower shall repay the Obligations to the extent
required pursuant to Section 2.4(d) within one Business Day or such sale or ineligibility.


 


(b)                       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 and (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.


 


ARTICLE
IV. 

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:


 


(a)                           Representations
and Warranties Accurate. 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 Effective Date (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).


 


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


 









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(c)                            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. Executed counterparts of each of this Agreement, each Note, and each Guaranty.


 


              (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, except to the
extent that failure to do so could not reasonably be expected to have a Material Adverse Change.


 


              (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).


 


(d)                         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.


 


(e)                          Closing
Certificate. A certificate signed by a Responsible Officer of the Borrower certifying that (x) the conditions specified in Section
4.2(a) and (b) have been satisfied and (y) there has been no event or circumstance since December 31, 2020 that has had or
could reasonably be expected to have a Material Adverse Change.


 


(f)                             Payoff
Letters and Releases. Payoff letters and other evidence that each of (x) that certain Credit Agreement, dated as of January 15, 2020,
by and among Landsea Homes- WAB 2 LLC, and Western Alliance Bank and (y) Senior Secured Credit Agreement dated February 1, 2018, by Landsea
Homes- WAB LLC, and Western Alliance Bank has been or concurrently with the Effective Date is being terminated and all Liens securing
obligations thereunder, except for Liens permitted under Section
7.2(j), have been or concurrently with the Effective Date are being released.









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(g)                          Payment
of Costs, Expenses and Fees. Unless waived by Administrative Agent, Borrower shall have paid all outstanding fees, charges and disbursements
of counsel to Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced at least 3
Business Days prior to the Effective Date.


 


(h)                          KYC
/ Beneficial Ownership Certification. (a) Upon the reasonable request of any Lender made at least 15 days prior to the Effective
Date, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information
so requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including
the PATRIOT Act, in each case at least 3 days prior to the Effective Date and (b) at least 3 days prior to the Effective Date, any Loan
Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each
Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.


 


(i)                             Borrowing
Base Report. A duly completed Borrowing Base Report dated as of the Effective Date and calculated as of August 31, 2021, signed by
a Responsible Officer of Borrower.


 


(j)                              No
Material Adverse Change. There has been no event or circumstance since December 31, 2020 that has had or could reasonably be expected
to have, either individually or in the aggregate, a Material Adverse Change.


 


4..2
                           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:


 


(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)                        Compliance
with the Borrowing Base. The Administrative Agent shall have received a pro forma Borrowing Base Report dated no earlier than 3 Business
Days prior to the date of the applicable Credit Extension.


 


(d)                       Compliance
with Covenants. After giving effect to such proposed Credit Extension, (i)
the Outstanding Credit Exposure does not exceed the Available Loan Commitment; and (ii) Borrower is in compliance with the covenants
set forth in Section 7.14 calculated on a pro forma basis.


 






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(e)                        Draw
Request. Borrower will have delivered to Administrative Agent (and if applicable, the Issuing Bank) a Draw Request for such Revolving
Loan or Letter of Credit.


 


(f)                           No
Material Adverse Change. There has been no event or circumstance since December 31, 2020 that has had or could reasonably be expected
to have, either individually or in the aggregate, a Material Adverse Change.


 


Each
Draw Request or request for L/C Credit Extension, as applicable, by the Borrower hereunder and each Credit Extension shall be deemed
to constitute a representation and warranty by the Borrower on and as of the date of the applicable Credit Extension as to the satisfaction
of conditions specified in above in this Section 4.2.


 


4..3
                              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 Credit Extension will not be deemed a waiver by Administrative Agent of the
occurrence of an Event of Default or Default.


 


ARTICLE
V.





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. Each Loan Party (i) is duly organized or formed, validly existing and, as applicable, in good standing or active
status under the Laws of the jurisdiction of its incorporation or organization and (ii) has requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (x) own or lease its assets and carry on its business and (y) to execute,
deliver, and perform its obligations under the Loan Documents to which it 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 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. Set
forth in Exhibit B is a true and complete organizational chart of Borrower and all of its Subsidiaries.


 


              (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.









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              (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 executed by each Loan Party that is party thereto have been
duly executed and delivered by or on behalf of such Loan Party. The Loan Documents are legal, valid, and binding obligations of each
Loan Party that is party thereto, enforceable in accordance with their terms against each Loan Party that is party thereto, except as
such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, or similar laws and by equitable principles
of general application.


 


              (e)      Disclosure.
Each Loan Party has disclosed to Administrative Agent all agreements, instruments and corporate or other restrictions to which it or
any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Change. No report, financial statement, certificate or other information furnished (whether in writing
or orally) by or on behalf of any Loan Party to Administrative Agent or any Lender in connection with the transactions contemplated hereby
and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented
by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect
to projected financial information, Borrower represents only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time.


 


              (f)       Litigation.
Except as disclosed to Administrative Agent in writing prior to the date of this Agreement, there are no actions, suits proceedings,
claims or disputes pending or, to the actual knowledge of the Borrower or any Loan Party, threatened, at law, in equity, in arbitration
or before any Governmental Authority, by or against any Loan Party or against any of their properties or revenues that (a) purport to
affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually
or in the aggregate could reasonably be expected to have a Material Adverse Change.


 


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


 









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              (h)                      No
Material Adverse Change. Since December 31, 2020, there has been no event or circumstance that, either individually or in the aggregate,
has or could reasonably be expected to result in a Material Adverse Change


 


              (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 each Loan Party 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 Subdivisions.


 


             (j)                               Borrowing
Base. 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.


 


              (l)           Impositions.
Except as otherwise permitted pursuant to Section 6.6, 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 could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change .


 


              (m)     Compliance
With Law. Each Loan Party is in compliance in all material respects with the requirements of all applicable Laws and all orders,
writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (x) such requirement of Law or
order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (y) the failure
to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Change.


 


              (n)        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 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”.









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(o)
       ERISA Compliance.


 


              (i)             Except
as could not reasonably be expected, either individually or in the aggregate, to 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 Borrower is not 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)     Except
as could not reasonably be expected, either individually or in the aggregate, to cause a Material Adverse Change, 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 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 could
not reasonably be expected, either individually or in the aggregate, to cause a Material Adverse Change.


 


(p)
       Sanctions; Anti-Corruption.


 


              (i)             None
of the Loan Parties or their respective Subsidiaries or any director, officer, employee, agent, or affiliate of thereof 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, 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).


 






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              (ii)            The
Loan Parties, their respective Subsidiaries and their respective directors, officers and employees and, to the knowledge of Borrower,
the agents thereof, 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.
Borrower and its 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.


 


(q)
        Solvency. Each Loan Party is Solvent.


 


(r)              Taxes.
Each Loan Party has filed or caused to be filed all tax returns (federal, state, or local) required to be filed by such Loan Party and
has paid all taxes and other amounts shown thereon to be due (including, without limitation, any interest or penalties), except as may
be contested by such Loan Party in good faith and for which adequate reserves have been set aside by such Loan Party.


 


5.2                                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.





 






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ARTICLE
VI. 

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 corporation validly existing, and in good standing under the laws
of the State of Delaware. Each Loan Party shall continue to be validly existing and in good standing under the laws of the jurisdiction
of its organization, except in a transaction permitted by Section 7.3 or 7.7.





6.2                  Books
and Records; Access. Borrower agrees that Borrower and its Subsidiaries will maintain a proper system of accounting in accordance
with GAAP and in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over
such person, as the case may be.


 


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


 


              (a)                 Annual
Statements. Within one hundred twenty (120) days after the close of each Fiscal Year of Borrower (or, if earlier, 5 days after the
date required to be filed with the SEC) a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal
year and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year,
setting forth in each case in comparative form the figures for the previous fiscal year, audited and accompanied by a report and opinion
of independent public accountants of nationally recognized standing, which report and opinion shall be prepared in accordance with generally
accepted auditing standards (and shall not be subject to any “going concern” or like qualification, exception or explanatory
paragraph or any qualification, exception or explanatory paragraph as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the financial condition, results of operations, shareholders’ equity
and cash flows of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied.


 


              (b)     Quarterly
Financial Statements. Within sixty (60) days after the close of each quarterly period of each Fiscal Year, (or, if earlier, 5 days
after the date required to be filed with the SEC), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of
such fiscal quarter, the related consolidated statements of income or operations, shareholders’ equity and cash flows for such
fiscal quarter and for the portion of the Borrower’s fiscal year then ended, in each case setting forth in comparative form, as
applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous
fiscal year, certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition,
results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied, subject only to normal year-end audit adjustments and the absence of notes.


 


              (c)      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.


 


              (d)      [Reserved].


 









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              (e)                 Borrowing
Base Reports. Monthly, as and when required pursuant to Section 3.4, a Borrowing Base Report.


 


              (f)                  Compliance
Information. All annual financial statements pursuant to Section 6.3(a) and all quarterly financial statements pursuant to Section
6.3(b) will also be accompanied by a Compliance Certificate signed by the chief financial officer of Borrower.


 


              (g)                Other
Items and Information. Borrower shall also provide such other information concerning Borrower, each Loan Party, the Subdivisions
owned by Borrower and its Subsidiaries, 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, (i) Borrower’s certification that all Purchase Contracts with respect to Units included in Eligible
Assets satisfy the requirements of this Agreement, (ii) copies of legal descriptions for Real Estate Inventory, and (iii) title reports
or title insurance policies for Real Estate Inventory requested by Administrative Agent and dated no more than 90 days prior to the date
of delivery to Administrative Agent; provided that Administrative Agent will not make such request under this clause (iii) with respect
to a specific Real Estate Inventory more often than once per year, unless an Event of Default is continuing.


 


              (h)                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 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 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 a Material Adverse Change;


 


                         (v)       any
material change in accounting or financial reporting practices by Borrower or any of its Subsidiaries; and


 


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





 






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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.


 


Notwithstanding
the foregoing, (x) the obligations in paragraphs (a) and (b) of this Section 6.3 may be satisfied with respect to
financial information of the Borrower and its Subsidiaries by providing written notice to the Administrative Agent that the Borrower’s
Form 10-K or 10-Q, as applicable, has been filed with the SEC; provided that to the extent such information is in lieu of information
required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of an independent registered
public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted
auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification
or exception as to the scope of such audit other than a “going concern” qualification resulting solely from an upcoming maturity
date under the Revolving Facility occurring within one year from the time such opinion is delivered and (y) the Borrower shall provide
prompt written notice to the Administrative Agent with respect to (i) copies of all annual, regular, periodic and special reports and
registration statements not included in clause (x) above and (ii) copies of each annual report, proxy or financial statement or
other report or communication sent to the stockholders of Borrower, in each case, that the Borrower has filed (or has been required to
file) with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, to the extent not otherwise required to be delivered
to Administrative Agent pursuant hereto.


 


6.4                   Law;
Judgments; Material Agreements; Approvals and Permits. Borrower agrees that Borrower will comply with, and cause each of Borrower’s
Subsidiaries to comply with, in all material respects, 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 or
any Subsidiary of Borrower or any Real Estate Inventory, except in circumstances in which such requirement of Law or order, writ, injunction
or decree is being contested in good faith by appropriate proceedings diligently conducted. 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 or any Subsidiary of Borrower are bound or affected. Borrower 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, except to the
extent that failure to do so could not reasonably be expected to have a Material Adverse Change.


 


6.5                  Sanctions;
Anti-Corruption Laws. The Borrower will conduct its businesses in compliance with the FCPA, and other applicable anti-corruption
laws and all applicable Sanctions, and maintain in effect policies and procedures designed to promote compliance by the Borrower, its
Subsidiaries, and their respective directors, officers, employees, and agents with applicable Sanctions and with the FCPA and any other
applicable anti-corruption laws.









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6.6                  Impositions
and Other Indebtedness. Except for amounts being contested as provided in paragraph (b) of the definition of Permitted Exceptions,
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 the Borrower or any of its Subsidiaries, and (c) all its other Indebtedness,
when due.


 


6.7                  Assets
and Property. Borrower shall, and shall 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.


 


6.8                  Environmental
Laws. Borrower shall, and shall cause each Subsidiary of Borrower to comply with all Environmental Laws, and keep its properties
free of Hazardous Substances, except where failure to do so could not reasonably be expected to have a Material Adverse Change.


 


6.9                   Material
Contracts. Borrower shall, and shall cause each Subsidiary of Borrower to, perform and observe all the terms and provisions of each
Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such
Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by Administrative
Agent and, upon request of Administrative Agent, make to each other party to each such Material Contract such demands and requests for
information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract,
and cause each of its Subsidiaries to do so.


 


6.10                Maintenance
of Insurance. Borrower 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.


 


6.11               Rights
of Inspection. Administrative Agent and its agents, employees, representatives and independent contractors will have the right, in
its sole discretion, to (a) enter upon the Real Estate Inventory, during normal business hours and, if requested by Borrower, accompanied
by a representative of Borrower, in order to inspect the Real Estate Inventory, the Lot Improvements, the Units and all aspects thereof,
and (b) access the Borrower’s and each of the Borrower’s Subsidiaries’ respective assets, property, books, records
and documents and to audit, copy, examine and make excerpts from such books, records and documents, in each case, upon reasonable advance
notice to Borrower; provided, that when an Event of Default has occurred and is continuing, Administrative Agent (or its agents,
employees, representatives and independent contractors) may do any of the foregoing at any time during normal business hours and without
advance notice. Inspections will be subject to Borrower’s reasonable and customary safety requirements applicable to active construction
sites. Administrative Agent is under no obligation to perform any such
inspections. Borrower may make or cause to be made such other independent inspections as Borrower may desire for its own protection.


 



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


 


6.13                Further
Assurances. Borrower will 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 effectuate the transactions contemplated
by the Loan Documents to which it is a party. Within 10 Business Days of written request (as may be extended by the Administrative Agent
in its discretion), Borrower will provide to Administrative Agent completed requests for information listing all financing statements
that name any Loan Party as debtor, together with copies of such financing statements.


 


6.14               Deposit
Accounts.


 


             (a)       Borrower
shall, and shall cause its Subsidiaries to, maintain Western Alliance Bank as their principal depository bank for (x) accounts holding
all initial disbursements of Loans and (y) certain corporate accounts of Borrower, in each case, to the extent permitted by law and contractual
agreements.


 


              (b)     (b)
Commencing on March 31, 2022, and continuing at all times thereafter, with respect
to each Lender that is a commercial bank and holds a Commitment in an aggregate principal amount of at least $40,000,000 (each a “Depository
Lender”), as of the end of each calendar month, Borrower shall maintain, or cause to be
maintained, at each such Depository Lender on a pro rata basis as among such Depository Lenders based upon their Commitments, the average
daily free collected balances on deposit in the aggregate equal to (i)
the Unrestricted Cash75% of the Borrowing
Group minus (ii) the Threshold Cash Amount.amount of Liquidity required to be maintained
by Borrower and its Subsidiaries pursuant to Section 7.14(a). Such deposits may be maintained by Borrower or its Subsidiaries.
For clarity and for purposes of determining compliance with this Section 6.14,
(i) the average daily balance will be measured as of the end of each calendar month, and in computing
the average daily balance, the five (5) lowest daily balance amounts in such month will be excluded from the calculation, and (ii)
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 2.5 or Section 2.17 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.


 


6.15              Subsidiaries.


 


              (a)                 Restricted
Subsidiaries. With each Borrowing Base Report submitted by Borrower to Administrative Agent, Borrower shall identify to Administrative
Agent all new Subsidiaries formed or acquired by a member of the Borrowing Group since the prior Borrowing Base Report was provided by
Borrower. Each Subsidiary, upon its formation or acquisition by a member of Borrowing Group, (i) shall be in compliance with the terms
and conditions of this Agreement and the other Loan Documents, and (ii) shall not cause any Loan Parties to be in violation of the terms
and conditions of this Agreement and the other Loan Documents. Borrower shall update the organizational chart included in Exhibit B promptly
following the completion of the acquisition of any Subsidiary or following the incorporation, organization or formation of any Subsidiary.









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              (b)                 Conditions
to Formation and Acquisition of Subsidiaries. Within 30 days of the incorporation, organization, formation or acquisition of a Subsidiary,
Borrower will perform the following:


 


                         (i)       Borrower
shall provide to Administrative Agent, with respect to such Subsidiaries the following:





                                    (A)       true
and correct copies of copies of (1) the articles of incorporation or certificate of organization or partnership of such Subsidiary, together
with all amendments, certified by the appropriate governmental officer in its jurisdiction of organization; (2) such Subsidiary’s
bylaws, operating agreement, or partnership agreement (as applicable); and (3) certified resolutions of the board of directors or actions
by the members, managers or partners (as applicable) of such Subsidiary, authorizing the execution and delivery of the Guaranty Joinder
by such Subsidiary; and


 


                                   (B)       a
Guaranty Joinder duly executed and delivered by each such Subsidiary; and


 


                                   (C)       a
favorable opinion of counsel with respect to such Subsidiary, in form and content reasonably acceptable to Administrative Agent.


 


              (c)                 Real
Estate Inventory. Unless and until Borrower has satisfied the foregoing requirements of this Section 6.15 with respect to
a Restricted Subsidiary, none of the Unrestricted Cash or Real Estate Inventory owned by such Restricted Subsidiary may be classified
as Eligible Assets.


 


6.16                Post-Closing
Requirements. Borrower will comply with the requirements set forth on Exhibit I.


 


ARTICLE
VII. 

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:


 






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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 business and paid 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;


 


(e)     Indebtedness
existing on the Effective Date and set forth on Schedule 7.1;


 


(f)      Guarantees
of Borrower or any of its Subsidiaries in respect of Indebtedness otherwise permitted hereunder of Borrower or any of its Subsidiaries;


 


(g)     Obligations
(contingent or otherwise) of Borrower or any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations
are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated
with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value
of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract
does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions
to the defaulting party;


 


(h)     Indebtedness
in respect of Capitalized Leases and purchase money obligations for fixed or capital assets within the limitations set forth in Section
7.2(k); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed


 


$5,000,000;
provided, further Borrower or its Affiliates shall be permitted to enter into any model home lease back in the normal course
of business in which Borrower or its Affiliates are a tenant to the extent any such lease is deemed a Capitalized Lease and such model
home leases shall not be subject to the limitation in the preceding clause; or


 


(i)      Non-Recourse
Indebtedness to the extent permitted under this Agreement; provided, however, that the aggregate amount of all such Indebtedness
at any one time outstanding shall not exceed 10% of Tangible Net Worth as of the last day of any Fiscal Quarter of Borrower.


 






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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;


 


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


 


(i)      Liens
existing on the Effective Date and set forth on Schedule 7.2;


 


(j)      Liens
securing obligations that are not Indebtedness on assets that are not included in the Borrowing Base; or


 


(k)      Liens
securing Indebtedness permitted under Section 7.1(h); provided that (i) such Liens do not at any time encumber any property
other than the property financed by such Indebtedness; (ii) such Liens do not attach to any assets included in the Borrowing Base; and
(iii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired
on the date of the acquisition.


 






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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; provided that, so long as no Default exists or would result therefrom:


 


(a)
(i) any Subsidiary other than Landsea Homes US may merge or consolidate with Borrower; provided that Borrower shall be the
continuing or surviving Person, (ii) any Subsidiary other than Landsea Homes US may merge or consolidate with Landsea Homes US; provided
that Landsea Homes US shall be the continuing or surviving Person, or (iii) any Subsidiary other than Landsea Homes US may merge
or consolidate with any one or more Subsidiaries; provided that when any Guarantor is merging with another Subsidiary pursuant
to this subsection, the continuing or surviving Person shall be or become a Guarantor; and


 


(b)         any
Subsidiary other than Landsea Homes US may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise)
to Borrower or to another Subsidiary; provided that if the transferor in such transaction is a Guarantor, then the transferee
must either be Borrower or a Guarantor.


 


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 to the extent such amendments would adversely affect any Loan Party’s
ability to pay its Obligations hereunder or materially and adversely impair any rights or remedies of Administrative Agent or any Lender
under the Loan Documents or applicable Laws.


 


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


 


7.6      Dispositions.
Borrower shall not, and shall not permit any Subsidiary of Borrower to, sell or otherwise transfer (whether voluntarily or involuntarily)
any Real Estate Inventory of Borrower or such Subsidiary; provided that the following shall be permitted:


 


(a)     Dispositions
of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;


 


		(b)	Dispositions
                                            of Real Estate Inventory in the ordinary course of business;



 


(c)     Dispositions
of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement
property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;


 


(d)     Dispositions
of property by any Subsidiary to Borrower or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is
a Guarantor, the transferee thereof must either be Borrower or a Guarantor; and


 


		(e)     	Dispositions
                                            permitted by Section 7.3.



 






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  provided,
however, that any Disposition pursuant to subsections (a) through (e) shall be for fair market value.


 


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 its shareholders 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 exist or result therefrom,
(B) Borrower shall be in pro forma compliance with Section 7.14, (C) 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 (D) 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 Loan Document) that, directly or indirectly, limits the ability of (i) any Subsidiary to make Restricted
Payments to Borrower or to otherwise transfer property to Borrower or any other Loan Party or (ii) any Subsidiary to Guarantee Indebtedness
of Borrower.


 


7.11   Permitted
Activities. Borrower shall not conduct, transact or otherwise engage in any business or operations other than (i) the ownership of
the Equity Interests of Landsea Homes US, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and
expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as owner of the Equity
Interests of the Landsea Homes US and its Subsidiaries and reporting related to such matters, (iv) the performance of its obligations
under and in connection with the Loan Documents, any documentation governing Indebtedness that is permitted under this Agreement, any
refinancing thereof and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other
issuance orregistration of its Equity Interests for sale or resale not prohibited by this Agreement, including the ability to incur costs,
fees and expenses related thereto, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional
fees for legal, tax and accounting matters, (vii) providing indemnification to officers and directors and as otherwise permitted hereunder,
(viii) activities incidental to the consummation of the transactions contemplated under this Agreement, (ix) financing activities, including
the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of Landsea Homes US and guaranteeing
the obligations of the Landsea Homes US, (x) any other transaction permitted pursuant to this Agreement, (xi) the ownership of assets
permitted by this Agreement, and (xii) activities incidental to the businesses or activities described in this Section 7.11.


 


















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7.12   Sanctions;
Anti-Corruption Use of Proceeds. The Borrower will not, directly or indirectly, use the proceeds of the Loans or use the Letters
of Credit, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person,(i)
in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to
any Person in violation of the FCPA or any other applicable anti-corruption law, or (ii) (A) to fund any activities or business of or
with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions,
or (B) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans
or Letters of Credit, whether as Administrative Agent, Issuing Bank, Lender, underwriter, advisor, investor, or otherwise).


 


7.13   Accounting
Changes. Borrower shall not make any change in (a) accounting policies or reporting practices, except as required by or otherwise
in accordance with GAAP, the Financial Accounting Standards Board, the SEC or other Governmental Authority, or (b) its fiscal year.


 


7.14   Financial
Covenants. Borrower shall not violate any of the following financial covenants:


 


(a)                    Liquidity.
At all times during the term of the Loan, the Borrower and its Subsidiaries shall maintain Liquidity at a minimum of $50,000,000, tested
on a quarterly basis as of the end of each Fiscal Quarter. The first quarterly testing period shall end on December 31, 2021. “Liquidity”
means an amount equal to the sum of: (i) Borrower’s and its Subsidiaries’ 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 6.11), (ii) Borrower’s and its Subsidiaries’
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 (provided that all Cash Equivalent Investments shall be deemed 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.


 






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 (b)               Minimum
Tangible Net Worth. At all times during the term of the Loan, Borrower shall maintain a minimum Tangible Net Worth equal or greater
than the applicable Required Tangible Net Worth, to be tested on a quarterly basis as of the end of each Fiscal Quarter, beginning as
of December 31, 2021.


 


(c)                   Maximum
Leverage Ratio. At all times during the term of the Loan, Borrower 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 on a quarterly basis as of the end of each Fiscal
Quarter, beginning with the Fiscal Quarter ending on December 31, 2021. The “Leverage Ratio” means the ratio calculated
by taking (a) Consolidated Debt divided by (b) Total Capitalization. “Total Capitalization” means the sum (without
duplication) of (a) Tangible Net Worth, plus (b) Consolidated Debt. The maximum Leverage Ratio shall be as follows:


 





	Fiscal
Quarter End	Maximum
Leverage Ratio
	December
31, 2021	0.65:1.00
	March
31, 2022 and each Fiscal Quarter thereafter	0.60:1.00









(d)                  Interest
Coverage. Commencing with the Fiscal Quarter ending December 31, 2021, and continuing at the end of each Fiscal Quarter thereafter,
Borrower shall maintain a ratio of Consolidated EBITDA to Consolidated Interest Expense not less than that set forth in the table below.
The interest only coverage ratio shall be calculated based upon the Consolidated EBITDA and Consolidated Interest Expense for the applicable
preceding consecutive four (4) quarter period.


 


	Fiscal
Quarter End	Minimum
Interest Coverage
	December
31, 2021	1.50:1.00
	March
31, 2022	1.75:1.00
	June
30, 2022	1.75:1.00
	September
30, 2022	1.75:1.00
	December
31, 2022	1.75:1.00
	March
31, 2023 and each Fiscal Quarter thereafter	2.00:1.00






 


ARTICLE
VIII.


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”):


 






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(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. (i) Borrower or any Subsidiary of Borrower shall fail to perform any term, covenant or agreement contained
in Article 7 or (ii) Borrower shall breach or violate any financial covenant contained in Section 7.14.


 


(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 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 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)             Other
Indebtedness. (i) Borrower or any 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 $2,500,000, in each case beyond the applicable grace period with respect
thereto, if any; or (ii) Borrower or any Guarantor shall fail to observe or perform any other agreement or condition relating to any
such Indebtedness in clause (i) for Borrower or any 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.


 









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(f)               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.


 


(g)            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(f), (iii)
apply for or consent to 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 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, or (v) make a general assignment for the benefit of creditors.


 


(h)             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.


 


(i)               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 $2,500,000 (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 sixty (60) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not
in effect.


 


(j)               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 that could
reasonably be expected to result in a Material Adverse Change.


 


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


 


(l)               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


 






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thereunder
or satisfaction in full of all Obligations, ceases to be in full force and effect; or Borrower or any of its Subsidiaries 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.


 


(m)          Stock
Exchange Listing. Borrower’s common Equity Interests shall cease to be traded on the New York Stock Exchange, NASDAQ, or other
nationally recognized exchange reasonably acceptable to Required Lenders.


 


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 2.17; 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 of Default described in Section 8.1(f) or (g), 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 Agent such of Borrower’s rights thereunder as Administrative Agent may


 






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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; and/or


 


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


 


8.3         [Reserved].


 


8.4         [Reserved].


 


8.5         Protective
Advances. Administrative Agent may at any time, but will not be obligated to, make Protective Advances which will be deemed to be
Revolving Loans hereunder. 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 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 the completion of Real Estate Inventory shall be charged to Borrower pursuant to Section 10.4.


 


8.6        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).


 


8.7         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 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.


 






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(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
2.17, 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 2.17, Section 2.18, 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 Collateralize such L/C Obligations, (y) subject to Section 2.17(c) or 2.18,
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.


 






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ARTICLE
IX. 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.


 


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. 






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(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 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.


 






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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 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.


 






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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.


 


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.


 






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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 whom the 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 guaranty as more fully set forth in Section 8.7.
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 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       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
X.


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 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).


 






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(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.


 


   (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 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.


 



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           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 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 8.2 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
8.2 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 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)           Except
as provided in Section 2.7, 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);


 






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   (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 (x) only the consent of the Required Lenders shall be necessary 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, and


 


(y)
   Administrative Agent may make amendments to administratively or operationally implement a replacement Index Rate and
make Benchmark Replacement Conforming Changes pursuant in Section 1.7 of this Agreement without further consent of the Lenders
except as expressly required in Section 1.7);


 


   (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 8.7 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 Sections 4.1(a), (b), (c), (d) or (g) 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;


 


   (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; or


 


   (viii)       prior
to the Required Consent Trigger Date, (A) if the Joint Lead Arrangers and Joint Bookrunners (or their Affiliates) are all of the Lenders,
change any provision of Sections 3.1, 3.2, 7.1, 7.7 or 7.14 (or any defined term directly or indirectly used therein), without the consent
of all Lenders; and (B) if the Joint Lead Arrangers and Joint Bookrunners (or their Affiliates) are not all of the Lenders, change any
provision of Sections 3.1, 3.2, 7.1, 7.7 or 7.14 (or any defined term directly or indirectly used therein), without the consent of (1)
Required Lenders and (2) one Lender other than Western Alliance Bank; provided that, from and after the Required Consent Trigger Date,
changes to any of Sections 3.1, 3.2, 7.1, 7.7 or 7.14 (or any defined term directly or indirectly used therein) will only require consent
of the Required Lenders;


 


provided,
further, that no amendment, waiver or consent shall amend, modify or otherwise affect the rights or duties hereunder or under
any other Loan Document of the Administrative Agent or the Issuing Bank, unless in writing executed
by the Administrative Agent and the Issuing Bank, as applicable.


 



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Nothing
herein will limit Administrative Agent’s rights to determine a replacement Index Rate or implement Benchmark Replacement Conforming
Changes pursuant in Section 1.7 of this Agreement.


 


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  Guaranty
Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion:


 


(a)     Releases.
To release the Guaranty of any Loan Party (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) with respect to any Loan Party 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).


 


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 Documents) shall confirm in writing the Administrative Agent’s authority 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 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.


 






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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, charges
and disbursements of counsel for Administrative Agent, any Lender or any Issuing Bank 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 assets,
including the evaluation of proposed Eligible Assets and Real Estate Inventory, and otherwise including new Real Estate Inventory 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, charges and disbursements of counsel for Administrative Agent and the
Lenders 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).
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 on or from any property owned or operated by Borrower
or any of its Subsidiaries, or any Environmental Liability 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.


 












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(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 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 thirty (30) 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.


 






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(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:


 


            (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) an 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


 






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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.


 


   (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 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.


 






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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 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


 






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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 (A) agrees to be subject to the provisions of
Section 2.12 as if it were an assignee under paragraph (b) of this Section and (B) 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 participation agrees, at Borrower’s request
and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.12(b) with respect
to any Participant. Each Lender that sells a 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) and Proposed Section 1.163-5(b)
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.


 



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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 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. The words “execution,” “signed,” “signature,” and words of like import in any Loan
Document or 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.


 









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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 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION. 


 









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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 Public
Information. Borrower hereby acknowledges that certain of the Lenders (each, a “Public Lender”) may have personnel
who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of
any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities.
At the request of the Administrative Agent, Borrower hereby agrees that it will use commercially reasonable efforts to identify that
portion of the materials and information provided by or on behalf of Borrower hereunder and under the other Loan Documents (collectively,
“Borrower Materials”) that may be distributed to the Public Lenders and that (i) all such Borrower Materials shall
be clearly and conspicuously marked “PUBLIC,” which, at a minimum, shall mean that the word “PUBLIC” shall appear
prominently on the first page thereof; (ii)       by marking Borrower Materials “PUBLIC,”
the Borrower shall be deemed to have authorized the Administrative Agent, the Issuing Banks and the Lenders to treat such Borrower Materials
as not containing any material non-public information with respect to Borrower or its securities for purposes of U.S. federal and state
securities Laws (provided, however, that to the extent that such Borrower Materials constitute Information, they shall
be subject to Section 10.15); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through
a portion of the Platform designated “Public Side Information;” and (iv) the Administrative Agent shall be entitled to treat
any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated
“Public Side Information”. Each Public Lender will designate one or more representatives that shall be permitted to receive
information that is not designated as being available for Public Lenders.


 






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10.15 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 (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. 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.


 






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10.16   USA
PATRIOT ACT. The Administrative Agent and each Lender 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 the Administrative Agent and each Lender to identify Borrower in accordance with the
PATRIOT Act.


 


10.17  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


 


(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 2.18, 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.


 


10.18  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.


 






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10.19  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 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.


 






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10.20  Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Contracts
or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and, each such QFC, a “Supported
QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the FDIC under the Federal Deposit
Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated
thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the
provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the
laws of the State of New York and/or of the United States or any other state of the United States):


 


         (a)       In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such
QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property
securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer
would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,
obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered
Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights
under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such
Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution
Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without
limitation of the foregoing, it is understood and agreed that any rights and remedies of the parties with respect to the Lender if the
Lender has failed to perform any of its obligations under the Loan Documents shall in no event affect the rights of any Covered Party
with respect to a Supported QFC or any QFC Credit Support.


 


		(b)	As
                                            used in this Section, the following terms have the following meanings:



 


(i)       “BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with,
12 U.S.C. 1841(k)) of such party.


 


(ii)       “Covered
Entity” means any of the following:


 


(A)       a
“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(B)       a
“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(C)       a
“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


(iii)       “Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2
or 382.1, as applicable.


 


(iv)       “QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).


 


10.21 Keepwell.
Each Loan Party that is a Qualified ECP Guarantor at the time any Guaranty, in each case, by any Specified Loan Party, becomes effective
with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide
such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan
Party from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of such Swap Obligation
(but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP
Guarantor’s obligations and undertakings under this Section voidable under applicable Law relating to fraudulent conveyance or
fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section
shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor
intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell,
support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.


 


10.22  Acknowledgement
and Consent to Bail-In of Affected 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 Affected
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 the applicable 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 the applicable Resolution Authority to any such liabilities arising hereunder
that may be payable to it by any party hereto that is an Affected 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 Affected 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 the applicable Resolution
Authority.


 


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IN
WITNESS WHEREOF, this Agreement has been executed as of the date first above written.


 





	BORROWER:	LANDSEA
HOMES CORPORATION, a
	 	Delaware
corporation
	 	 	 
	 	By:	/s/
	 	Name:	John Ho
	 	Title:	CEO













    


     


    

 


	ADMINISTRATIVE
AGENT:	 
	 	WESTERN
ALLIANCE BANK, an Arizona corporation
	 	 
	 	By	/s/
	 	Name:	Paul Engler
	 	Title: 	Chief Operating
Officer



 






    


     


    

 


	LENDERS:	 
	 	WESTERN
ALLIANCE BANK, as a Lender and an Issuing Bank
	 
	 	 
	 	By:	/s/
	 	Name:	Don Garner
	 	Title:	CEO




 






    


     


    

 





	 	BANK
OF AMERICA, N.A., as a Lender
	 	 	 
	 	By:	/s/
	 	Name:	Helen Chan
	 	Title: 	Vice President