##### 



Execution Version
 Exhibit 10.2




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##### 



TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
    
    
    1Section 1.1
    
    Definitions
    
    
    1Section 1.2
    
    Compliance Certificate and Opinions
    
    
    12Section 1.3
    
    Forms of Documents Delivered to Trustee
    
    
    12Section 1.4
    
    Acts of Holders
    
    
    13Section 1.5
    
    Notices, Etc. to Trustee and Company
    
    
    15Section 1.6
    
    Notice to Holders; Waiver
    
    
    15Section 1.7
    
    Effect of Headings and Table of Contents
    
    
    16Section 1.8
    
    Successors and Assigns
    
    
    16Section 1.9
    
    Separability
    
    
    16Section 1.10
    
    Benefits of Indenture
    
    
    16Section 1.11
    
    Governing Law
    
    
    16Section 1.12
    
    Submission to Jurisdiction
    
    
    16Section 1.13
    
    Non-Business Days
    
    
    17Section 1.14
    
    Counterparts
    
    
    17ARTICLE II SENIOR NOTE FORMS
    
    
    17Section 2.1
    
    Form of Senior Note
    
    
    17Section 2.2
    
    Restrictive Legend
    
    
    22Section 2.3
    
    Form of Trustees Certificate of Authentication
    
    
    24Section 2.4
    
    Temporary Senior Notes
    
    
    25Section 2.5
    
    Definitive Senior Notes
    
    
    25ARTICLE III THE SENIOR NOTES
    
    
    26Section 3.1
    
    Payment of Principal and Interest
    
    
    26Section 3.2
    
    Denominations
    
    
    28Section 3.3
    
    Execution, Authentication, Delivery and Dating
    
    
    28Section 3.4
    
    Global Senior Notes
    
    
    29Section 3.5
    
    Registration, Transfer and Exchange Generally
    
    
    31Section 3.6
    
    Mutilated, Destroyed, Lost and Stolen Senior Notes
    
    
    32Section 3.7
    
    Persons Deemed Owners
    
    
    33Section 3.8
    
    Cancellation
    
    
    33Section 3 9
    
    Agreed Tax Treatment
    
    
    33Section 3.10
    
    CUSIP Numbers
    
    
    34ARTICLE IV SATISFACTION AND DISCHARGE
    
    
    34Section 4.1
    
    Satisfaction and Discharge of Indenture
    
    
    34Section 4.2
    
    Application of Trust Money
    
    
    35ARTICLE V REMEDIES
    
    
    35Section 5.1
    
    Events of Default
    
    
    35Section 5.2
    
    Acceleration of Maturity; Rescission and Annulment
    
    
    36




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PageSection 5.3
    
    Collection of Indebtedness and Suits for Enforcement by Trustee
    
    
    37Section 5.4
    
    Trustee May File Proofs of Claim
    
    
    38Section 5.5
    
    Trustee May Enforce Claim Without Possession of Senior Notes
    
    
    38Section 5.6
    
    Application of Money Collected
    
    
    38Section 5.7
    
    Limitation on Suits
    
    
    39Section 5.8
    
    Unconditional Right of Holders to Receive Principal, Premium, if any, and Interest
    
    
    40Section 5.9
    
    Restoration of Rights and Remedies
    
    
    40Section 5.10
    
    Rights and Remedies Cumulative
    
    
    40Section 5.11
    
    Delay or Omission Not Waiver
    
    
    40Section 5.12
    
    Control by Holders
    
    
    40Section 5.13
    
    Waiver of Past Defaults
    
    
    41Section 5.14
    
    Undertaking for Costs
    
    
    41Section 5.15
    
    Waiver of Usury, Stay or Extension Laws
    
    
    42ARTICLE VI THE TRUSTEE
    
    
    42Section 6.1
    
    Corporate Trustee Required
    
    
    42Section 6.2
    
    Certain Duties and Responsibilities
    
    
    42Section 6.3
    
    Notice of Defaults
    
    
    43Section 6.4
    
    Certain Rights of Trustee
    
    
    44Section 6.5
    
    May Hold Senior Notes
    
    
    46Section 6.6
    
    Compensation; Reimbursement; Indemnity
    
    
    46Section 6.7
    
    Resignation and Removal; Appointment of Successor
    
    
    47Section 6.8
    
    Acceptance of Appointment by Successor
    
    
    47Section 6.9
    
    Merger, Conversion, Consolidation or Succession to Business
    
    
    48Section 6.10
    
    Not Responsible for Recitals or Issuance of Senior Notes
    
    
    48Section 6.11
    
    Appointment of Authenticating Agent
    
    
    48ARTICLE VII HOLDERS LISTS AND REPORTS BY COMPANY
    
    
    50Section 7.1
    
    Company to Furnish Trustee Names and Addresses of Holders
    
    
    50Section 7.2
    
    Preservation of Information, Communications to Holders
    
    
    50Section 7.3
    
    Reports by Company
    
    
    51ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
    
    
    52Section 8.1
    
    Company May Consolidate, Etc., Only on Certain Terms
    
    
    52Section 8.2
    
    Successor Company Substituted
    
    
    52ARTICLE IX SUPPLEMENTAL INDENTURES
    
    
    53Section 9.1
    
    Supplemental Indentures without Consent of Holders
    
    
    53Section 9.2
    
    Supplemental Indentures with Consent of Holders
    
    
    54Section 9.3
    
    Execution of Supplemental Indentures
    
    
    54Section 9.4
    
    Effect of Supplemental Indentures
    
    
    55
 ii




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PageSection 9.5
    
    Reference in Senior Notes to Supplemental Indentures
    
    
    55ARTICLE X COVENANTS
    
    
    55Section 10.1
    
    Payment of Principal, Premium, if any, and Interest
    
    
    55Section 10.2
    
    Money for Senior Note Payments to be Held in Trust
    
    
    55Section 10.3
    
    Statement as to Compliance
    
    
    56Section 10.4
    
    Calculation Agent
    
    
    57Section 10.5
    
    Additional Covenants
    
    
    57Section 10.6
    
    Waiver of Covenants
    
    
    59Section 10.7
    
    Treatment of Senior Notes
    
    
    60Section 10.8
    
    Limitation on Issuance of Securities
    
    
    60ARTICLE XI REDEMPTION OF SENIOR NOTES
    
    
    60Section 11.1
    
    Optional Redemption and Mandatory Redemptions
    
    
    60Section 11.2
    
    Special Event Redemption
    
    
    61Section 11.3
    
    Election to Redeem; Notice to Trustee
    
    
    61Section 11.4
    
    Selection of Senior Notes to be Redeemed
    
    
    61Section 11.5
    
    Notice of Redemption
    
    
    62Section 11.6
    
    Deposit of Redemption Price
    
    
    63Section 11.7
    
    Payment of Senior Notes Called for Redemption
    
    
    63ARTICLE XII RESERVED
    
    
    63ARTICLE XIII DEFEASANCE
    
    
    68Section 13.1
    
    Defeasance and Discharge
    
    
    68Section 13.2
    
    Conditions to Defeasance
    
    
    69Section 13.3
    
    Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions
    
    
    70Section 13.4
    
    Reinstatement
    
    
    70
 SCHEDULE AND EXHIBITSchedule A
    
    -
    
    Determination of LIBORExhibit A
    
    -
    
    Form of Officers Financial Certificate pursuant to Section 7.3(b)Exhibit B
    
    -
    
    Form of Officers Certificate pursuant to Section 10.3
 iii




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Company Trustee
        Definitions.
  Article I Article I;




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Acceptable Repurchase Section 10.5(g).
 Acceptable Repurchase Mandatory Redemption Price Section 11.1(d).
 Act Section
1.4(a).
 Additional Interest
 Affiliate control controlling controlled
 Applicable Depositary Procedures
 Authenticating Agent Section 6.11
 Board of Directors
 Board Resolution
 Breakage Costs
 2




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Breakage Gains
 Business Day
 Calculation Agent Section 10.4(a).
 Capital Lease
 Change-of-Control provided,
 Change-of-Control Election Section 10.5(b).
 Change-of-Control Event
 Change-of-Control Event Notice Section
10.5(b).
 3




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Change-of-Control Mandatory Redemption Price Section 11.1(b).
 Change-of-Control Notice Section 10.5(b).
 Code
 Commission Section 7.3(c).
 Company
 Company
Request Company Order
 Consolidated Tangible Net Worth
 Control Agreement
 Corporate Trust Office
 Debt
 4




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Defaulted Interest Section 3.1(c)
 Defeasance Section 13.1
 Defeasance Maturity Date Section 13.2
 Defeasance Senior Notes Section 13.1.
 Depositary
 Depositary Participant
 Dollar $
 DTC
 EBITDA excluding Disposition Section 10.5(e)(i), (ii) (iii)
 5




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plus,
 EDGAR Section 7.3(c).
 Equity Interests
 ERISA
 Event of Default Section 5.1.
 Exchange Act
 Expiration Date Section 1.4(h).
 Fixed Rate Period
 Fixed Charge Coverage Ratio minus to plus
 GAAP
 Global Senior Note
 Government Obligation
 6




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##### 



provided,
 Holder
 Indenture
 Interest Expense
 Interest Payment Date
 Interest Reserve Account Section 10.5(f)
 Investment Company Act
 Investment Company Event
 Leverage Ratio
 7




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LIBOR Schedule A.
 LIBOR Business Day Schedule A.
 LIBOR Determination Date Schedule A.
 Maturity
 Notice of Default Section
5.1(c).
 Officers Certificate
 Opinion of Counsel
 Optional Redemption Price Section 11.1
 Original Issue Date
 Outstanding
  provided, provided further
 8




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provided,
 Paying Agent
 Permitted Debt
 Person
 Place of Payment
 Predecessor Senior Note Section
 9




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3.6
 Proceeding Section 12.2(b).
 Purchase Agreement
 Purchaser
 Put Election Notice
 Put Mandatory Redemption Price Section 11.1(c).
 Rating Agencies
 Ratings Downgrade
 Redemption Date
 Redemption Price
 Reference Banks Schedule A.
 Regular Record Date
 Responsible Officer
 Rights Plan
 10




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Securities Act
 Securities Register Securities Registrar Section 3.5(a).
 Senior Notes Senior Note
 Special Event
 Special Record Date Section 3.1(c).
 Special
Redemption Price Section 11.2
 Stated Maturity
 Subsidiary voting stock
 Tax Event Administrative Action
 Trustee
 11




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Trust Indenture Act
 Compliance Certificate and Opinions.
  Section 10.3)
     Forms of Documents Delivered to Trustee.
   12




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Acts of Holders.
 Act Section 1.4.
  
 13




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##### 



Section 1.4, provided, Section 1.6.
 Section
5.2, Section 5.7(b) Section 5.12. provided, Section 1.6.
 14




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Section
1.4, Expiration
Date provided, Section 1.6, Section
1.4,
 Notices, Etc. to Trustee and Company.
    Notice to Holders; Waiver.
  15




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Effect of Headings and Table of Contents.
  Successors and Assigns.
 Article VIII
 Separability.
  Benefits of Indenture.
  Governing Law.
 This Indenture and the rights and obligations of each of the Holders, the Company and the
Trustee shall be construed and enforced in accordance with and governed by the laws of the State
of New York without reference to its conflict of laws provisions (other than Section 5-1401 of the
General Obligations Law).
 Submission to Jurisdiction.
  16




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Non-Business Days.
  Counterparts.
    Form of Senior Note.
    No.
    
    $
 Company  [PRINCIPAL AMOUNT]
($[  ]) [IF THE SECURITY IS A GLOBAL SECURITY, THEN INSERT: or
such other principal amount represented hereby as may be set forth in the records of the
Securities Registrar hereinafter referred to in accordance with the Indenture]
 17




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Fixed Rate Period provided,
   18




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pari passu
     Senior Notes Indenture Trustee
 19




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20




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21




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This Senior Note shall be construed and enforced in accordance with and governed by the laws
of the State of New York without reference to its conflict of laws provisions (other than Section
5-1401 of the General Obligations Law).
 [DAY] [MONTH], [YEAR].
 COMSTOCK HOMEBUILDING COMPANIES, INC.By:Name:Title:
 Restrictive Legend.
  IF THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (DTC) OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER
THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A
 22




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NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.
 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
 SECURITIES ACT
   23




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ERISA CODE PLAN
  Form of Trustees Certificate of Authentication.
  24




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##### 



Dated:
    
    WELLS FARGO BANK, N.A., not in its individual
capacity, but solely as TrusteeBy:Name:Title:
 Temporary Senior Notes.
   Definitive Senior Notes.
  25




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Payment of Principal and Interest.
   Defaulted
 Special Record Date
 26




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27




---



##### 



Article II
 Section 3.1,
 Article XII,
 Denominations.
  Execution, Authentication, Delivery and Dating.
     28




---



##### 



Section 3.8,
  Global Senior Notes.
  Section 3.4(b),
 29




---



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Article III
    30




---



##### 



Registration, Transfer and Exchange Generally.
 Securities Register Securities Registrar Article VI
 Section 2.2(b),
     31




---



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Section 3.5: Article XI
   provided, Section 3.5
 Mutilated, Destroyed, Lost and Stolen Senior Notes.
  bona fide
 32




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##### 



Section 3.6
 Section 3.6
 Section 3.6
 Persons Deemed Owners
  Cancellation
 Section 3.8,
 Agreed Tax Treatment
  33




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##### 



CUSIP Numbers
 provided
   Section 4.1
Satisfaction and Discharge of Indenture.
 Section 4.1
  Section 3.6 Section
10.2
      34




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##### 



Section 6.6 Section 6.11 Section 4.1, Section 4.2 Section 10.2(e)
 Application of Trust Money
 Section 10.2(e), Section 4.1 Section 3.1
   Events of Default
 Event of Default
 35




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##### 



Notice of Default provided, Section 10.8
   Acceleration of Maturity; Rescission and Annulment.
  36




---



##### 



Article V
  
     Section 5.13;
  Collection of Indebtedness and Suits for Enforcement by Trustee.
    Section 6.6
 37




---



##### 



Trustee May File Proofs of Claim.
 Section 6.6.
 Trustee May Enforce Claim Without Possession of Senior Notes.
 Section 6.6
 Application of Money Collected.
 Article V
 38




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##### 



Section 6.6;
   Limitation on Suits.
 Section 5.8,
       39




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##### 



Unconditional Right of Holders to Receive Principal, Premium, if any, and
Interest.
  Restoration of Rights and Remedies.
  Rights and Remedies Cumulative.
 Section 3.6(f),
 Delay or Omission Not Waiver.
 Article V
 Control by Holders.
 provided,
  40




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Section 6.2
 Waiver of Past Defaults.
   Article IX
   Undertaking for Costs.
 provided however Section 5.14
 41




---



##### 



Waiver of Usury, Stay or Extension Laws.
    Corporate Trustee Required.
 Section 6.1, Section 6.1, Article VI.
 Certain Duties and Responsibilities.
   provided,
  42




---



##### 



Section 6.2.
     Notice of Defaults.
 provided, provided further Section 5.1(c),
 43




---



##### 



Section
6.3 default
 Certain Rights of Trustee.
 Section 6.2:
  provided,
     44




---



##### 



Section 5.1,
   Article VI
 45




---



##### 



May Hold Senior Notes.
  Compensation; Reimbursement; Indemnity.
    Section 6.6(a)),
 Section 6.6,
 Section 6.6
  46




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##### 



Resignation and Removal; Appointment of Successor.
 Article VI Section 6.8.
   Section 6.8. Section 6.8. Section 6.8, bona fide
 Section 1.6
 Acceptance of Appointment by Successor.
  47




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##### 



provided,
 Section 6.8.
 Article VI.
 Merger, Conversion, Consolidation or Succession to Business.
 provided, Article VI. Section 6.9
 Not Responsible for Recitals or Issuance of Senior Notes.
  Appointment of Authenticating Agent.
 Section 3.6,
 48




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##### 



Section 6.11 Section 6.11, Section 6.11.
 provided Section 6.11,
 Section 6.11, Section 6.11,
 Section 6.11
 Section
6.11,
 49




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##### 



WELLS FARGO BANK, N.A., not in its 
individual capacity, but solely as TrusteeBy:Authenticating AgentBy:Authorized Signatory   Company to Furnish Trustee Names and Addresses of Holders.
     Preservation of Information, Communications to Holders.
 Section 7.1 Section 7.1
   50




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##### 



Reports by Company.
 Section 7.3(b).
 Exhibit A,
 Commission EDGAR Section
7.3(c) Section 7.3(c) Section 7.3(b).
 51




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##### 



Company May Consolidate, Etc., Only on Certain Terms.
    Article VIII Section 8.1.
 Successor Company Substituted.
 Section 8.1 Section 8.1 (a),
 52




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Supplemental Indentures without Consent of Holders.
    provided, provided further
  provided,
 53




---



##### 



provided,
 Supplemental Indentures with Consent of Holders.
 Section 9.1, provided,
 Section 3.1(f),
  Section 9.2 Section 5.13 Section 10.6,
 Section 9.2
 Execution of Supplemental Indentures.
 Article IX
 54




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Effect of Supplemental Indentures.
 Article IX,
 Reference in Senior Notes to Supplemental Indentures.
 Article IX
   Payment of Principal, Premium, if any, and Interest.
  Money for Senior Note Payments to be Held in Trust.
   55




---



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Section 10.2,
  provided,
 Statement as to Compliance.
 Exhibit B)
 56




---



##### 



Calculation Agent.
 Schedule A Calculation Agent
 Schedule A), Business Day
 Additional Covenants.
  57




---



##### 



pari passu
 Change-of-Control Notice Change-of-Control Event Notice). Section 10.5(b) Change-of-Control Election Article
XIII Section 11.1(b).
   58




---



##### 



Section 3.1 (a).
 Acceptable Repurchase Section 11.1 (d)
 Waiver of Covenants.
 Section 10.5
 59




---



##### 



Treatment of Senior Notes.
 
 Limitation on Issuance of Debt.
    Optional Redemption
and Mandatory Redemptions.
 Optional Redemption Price
 Change of Control Mandatory Redemption Price
 60




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##### 



Put Mandatory Redemption
Price
 Section 10.5(g), Acceptable Repurchase Mandatory Redemption Price
 Special Event Redemption.
 Special
Redemption Price
 Election to Redeem; Notice to Trustee.
 Section 11.5.
 Selection of Senior Notes to be Redeemed.
 pro rata provided,
 61




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Section 11.4
 Notice of Redemption.
        62




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##### 



Deposit of Redemption Price.
 Section 11.5, Section 10.2
 Payment of Senior Notes Called for Redemption.
 Section 11.5,
     Senior Notes
Subordinate to Permitted Debt.
 Article XII,
 63




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No Payment When Permitted Debt in Default; Payment Over of Proceeds Upon
Dissolution, Etc.
 Section 5.1 Proceeding
  64




---



##### 



Section 12.2
  Payment Permitted if No Proceeding.
 Article XII Section 12.2 Section 12.8 Article XII Section 12.8
 Subrogation to Rights of Holders of Permitted Debt.
 Article XII
 65




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Article
XII, Article XII
 Provisions Solely to Define Relative Rights.
 Article XII Article XII Article XII
 Trustee to Effectuate Subordination.
 Article XII
 No Waiver of Subordination Provisions.
  Section 12.7, Article XII
 66




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##### 



Notice to Trustee.
 Article XII provided, Section 12.8
 Article XII, Article
XII,
 Reliance on Judicial Order or Certificate of Liquidating Agent.
 Article
XII.
 67




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##### 



Article
XII.
 Trustee Not Fiduciary for Holders of Permitted Debt.
 Article XII
 Rights of Trustee as Holder of Permitted Debt: Preservation of Trustee s
Rights.
 Article XII
 Article Applicable to Paying Agents.
 Article XII Article XII provided, Sections 12.8 12.11
   Defeasance
and Discharge.
 Section 10.5(b) Section 13.1 Defeasance Senior Notes Section
13.2. Section 13.1 Section 13.2 Defeasance
 68




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##### 



Section 13.2 Section 13.2, 2.4 3.5, 3.6 10.2, Article XIII.
 Conditions to Defeasance.
 Section 13.1
 Section
6.1 Article XIII Defeasance Maturity Date
    69




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##### 



Deposited Money and U.S. Government Obligations to be Held in Trust; Other
Miscellaneous Provisions.
 Section 10.2(e), Section 13.3 Section 13.4, Trustee Section 13.2
 Section 13.2
 Article XIII Section 13.2
 Reinstatement.
 Article XIII Article XIII Section 13.3 Article XIII;
  70




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##### 



COMSTOCK HOMEBUILDINGCOMPANIES, INC.By:
    
    /s/ Christopher ClementeName:
    
    Christopher ClementeTitle:
    
    Chairman and Chief Executive OfficerWELLS FARGO BANK, N.A., as TrusteeBy:
    
    /s/ Tracy M. McLambName:
    
    Tracy M. McLambTitle:
    
    Vice President




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##### 



LIBOR
 LIBOR Determination
 provided, Base Rate
 Reference Banks LIBOR Business Day Base Rate Federal Funds Rate