Common use of Appraisals Clause in Contracts

Appraisals. (a) The Agent on behalf of the Lenders shall require Appraisals of each of the Mortgaged Properties, which will be ordered by the Agent and reviewed and approved by the appraisal department of the Agent from time to time, in order to determine the current Appraised Value and Borrowing Base of each Mortgaged Property, and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs of all such Appraisals relating to the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees of the Agent); provided, however, that so long as no Default or Event of Default shall have occurred and be continuing and regulatory requirements of any Lender generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender shall not require more frequent Appraisals, and except as otherwise provided in Section 5.2(b) or Section 5.2(e), the Borrower shall not be required to pay for an Appraisal for a particular Mortgaged Property more often than once in any twenty-four (24) month period, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), the first Appraisal of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior to the date which is twenty-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered to the Agent pursuant to this Agreement. (b) Notwithstanding the provisions of Section 5.2(a), the Agent on behalf of the Lenders may, for the purpose of determining the current Appraised Value and Borrowing Base of a Mortgaged Property, obtain (and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal review fees of the

Appraisals. (a) The At intervals and frequency as reasonably specified by the Administrative Agent or the Collateral Agent, the Borrowers and the Subsidiaries will provide the Administrative Agent and the Collateral Agent with appraisals or updates thereof of their Inventory, from an appraiser selected and engaged by the Administrative Agent or the Collateral Agent, as applicable, and prepared on behalf a basis reasonably satisfactory to the Administrative Agent and the Collateral Agent, such appraisals and updates to include, without limitation, information required by Requirements of Law. Two such appraisals per calendar year shall be at the sole expense of the Lenders shall require Appraisals of each Loan Parties; provided that following the first anniversary of the Mortgaged PropertiesEffective Date, which will be ordered by the Administrative Agent and reviewed the Collateral Agent agree not to conduct (or cause to be conducted) more than one such appraisal every six months; and approved by provided, further, that (a) notwithstanding the limitation in the preceding proviso, an additional appraisal department (and, for the avoidance of doubt, up to three such appraisals during such calendar year) shall be at the sole expense of the Agent from time Loan Parties if a Minimum Availability Period has been in effect for a period of at least 30 consecutive days during such calendar year; and (b) if an Event of Default has occurred and is continuing, then there shall be no limitation as to timenumber and frequency of such appraisals that shall be at the sole expense of the Loan Parties. For purposes of this Section 5.11, in order to determine it is understood and agreed that a (i) single appraisal may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets and (ii) only the current Appraised Value reasonable and Borrowing Base of each Mortgaged Property, and the Borrower shall pay to the Agent on demand all reasonable documented out-of-pocket charges, costs of all and expenses in connection with such Appraisals relating to the Mortgaged Properties (which costs appraisals shall include any reasonable internal appraisal review fees of the Agent); provided, however, that so long as no Default or Event of Default shall have occurred and be continuing and regulatory requirements of any Lender generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender shall not require more frequent Appraisals, and except as otherwise provided in Section 5.2(b) or Section 5.2(e), the Borrower shall not be required to pay for an Appraisal for a particular Mortgaged Property more often than once in any twenty-four (24) month period, with be reimbursed by the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), the first Appraisal of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior to the date which is twenty-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered to the Agent Loan Parties pursuant to this AgreementSection. (b) Notwithstanding the provisions foregoing, if on the third anniversary of Section 5.2(a)the Effective Date the aggregate Term Exposure is equal to or greater than $750,000,000, the Agent on behalf Borrowers and the Subsidiaries, at their sole expense, shall promptly deliver appraisals or updates thereof of the Lenders mayLoan Parties’ equipment, for buildings and real property that constitute Collateral from an appraiser selected and engaged by the purpose of determining the current Appraised Value Administrative Agent and Borrowing Base of prepared on a Mortgaged Property, obtain (and the Borrower shall pay basis reasonably satisfactory to the Agent on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal review fees of theAdministrative Agent, to the extent necessary to establish compliance with the LTV Requirement.

Appraisals. (a) The Agent on behalf of Borrower agrees that the Lenders Lender shall require Appraisals of each have the right to obtain, at the Borrower’s expense, an appraisal of the Mortgaged PropertiesProperty, which will be ordered prepared by an appraiser acceptable to the Agent Lender and reviewed in substantial conformance with governmental regulations applicable to the Lender and approved by the appraisal department Lender at any time that (a) a Default or an Event of Default has occurred and is continuing hereunder, (b) any damage to or destruction of the Agent from time Mortgaged Property in an amount exceeding $250,000 occurs, or (c) such appraisal is required by then current banking laws or regulations. In the event that the Lender shall elect to timeobtain such an appraisal, in order the Lender may immediately commission an appraiser acceptable to determine the current Appraised Value Lender, at the Borrower’s cost and Borrowing Base of each Mortgaged Propertyexpense, to prepare the appraisal and the Borrower shall fully cooperate with the Lender and the appraiser in obtaining the necessary information to prepare such appraisal. In the event that the Borrower fails to cooperate with the Lender in obtaining such an appraisal or in the event that the Borrower shall fail to pay to for the Agent on demand all reasonable out-of-pocket costs cost of all such Appraisals relating to appraisal and the Mortgaged Properties (which costs shall include any Lender’s reasonable internal appraisal review fees of the Agent); providedfee within 10 days following demand therefor, however, that so long as no such event shall constitute a Default or an Event of Default hereunder and the Lender shall have occurred and be continuing and regulatory requirements of entitled to exercise all remedies available to it hereunder. In the event that any Lender generally applicable to real estate loans such appraisal shall determine that the then outstanding principal balance of the category made under this Agreement as reasonably interpreted by Loan is greater than 65% of the fair market value of the Mortgaged Property and the Borrower fails to prepay, within 30 days after written notice from the Lender to the Borrower, the outstanding principal balance of the Loan to the extent necessary to reduce said principal balance down to 65% of said fair market value, such event shall constitute an Event of Default hereunder, and the Lender shall not require more frequent Appraisals, and except as otherwise provided in Section 5.2(b) be entitled to exercise all remedies available to it hereunder. In the event any such appraisal is required by reason of the damage or Section 5.2(e), the Borrower shall not be required to pay for an Appraisal for a particular Mortgaged Property more often than once in any twenty-four (24) month period, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), the first Appraisal destruction of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior to the date which is twenty-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered to the Agent pursuant to this Agreement. (b) Notwithstanding the provisions of Section 5.2(a), the Agent on behalf portion of the Lenders may, for the purpose of determining the current Appraised Value and Borrowing Base of a Mortgaged Property, obtain (the fair market value shall be calculated on the Mortgaged Property after restoration of the Improvements thereon, but subject only to then existing Leases which will remain in full force and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal review fees of theeffect following such restoration.

Appraisals. (a) The Agent on behalf of the Lenders shall require Appraisals of each of the Mortgaged Propertiesall Borrowing Base Assets, which will Appraisals shall be ordered by the Agent and reviewed and approved by the appraisal department of the Agent from time to timeAgent. Agent, in order the exercise of its discretion and after giving notice to determine the current Appraised Value and Obligors, shall have the right to obtain re-Appraisals of all or any portion of the Borrowing Base of each Mortgaged Property, and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs of all such Appraisals relating to the Mortgaged Properties Assets (which costs shall include any reasonable internal appraisal review fees of the Agent); provided, however, that so long as no Default or a) after an Event of Default shall have has occurred and be or is continuing and (b) as required by the then current regulatory requirements of any Lender generally applicable to real estate loans of the category categories made under this Agreement as reasonably interpreted by such Lender shall not require the Agent; (c) at any time following a condemnation of more frequent Appraisalsthan an immaterial portion, as determined by the Agent, of an Approved Subdivision, and except (d) upon any Material Adverse Change with respect to an Approved Subdivision as otherwise provided determined by the Agent WB/Neighborhoods Second Modified and Restated Loan Agreement (which in Section 5.2(bthe case of (c) or Section 5.2(eand (d), only the Borrower Borrowing Base Assets of that Approved Subdivision shall not be re-appraised). Subject to the following, the Obligors acknowledge that the Agent may make changes or adjustments to the values set forth in any Appraisals as may be required by the Agent’s appraisal department in the exercise of its good faith business judgment, and that the Agent is not bound by the value set forth in any Appraisal performed pursuant to pay for an this Agreement and does not make any representations or warranties with respect to any Appraisal. The Obligors further agree that the Lenders shall have no liability as a result of or in connection with any such Appraisal for a particular Mortgaged Property more often than once statements contained in any twenty-four (24) month periodsuch Appraisal, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e)including without limitation, the first accuracy and completeness of information, estimates, conclusions and opinions contained in such Appraisal, or variance of such Appraisal from the fair value. The Obligors shall pay all costs and expenses related to the Appraisals and re-Appraisals performed pursuant to this Section within thirty (30) days of a Mortgaged Property for which demand by the Borrower Agent. The Revolving Loan Maximum Availability may be decreased by reason of any new Appraisal or re-Appraisal upon the exercise of the sole discretion of the Required Lenders. Conversely, the Revolving Loan Maximum Availability may be increased by reason of any new Appraisal or re-Appraisal upon approval of the Required Lenders, but in no event shall Revolving Loan Maximum Availability be increased by reason of any Appraisal that is obtained when an Event of Default exists and is continuing. At any time the sum of (i) the aggregate principal amount of all Revolving Loans outstanding at such time plus (ii) the aggregate L/C Obligations outstanding at such time exceeds the Revolving Loan Borrowing Limit by reason of any new Appraisal or re-Appraisal, but the Obligors are in compliance with all Financial Covenants, the Obligors shall be financially responsible shall not be required prior to the date which is twentygranted one hundred-four eighty (24180) months days from the date of initial Appraisal for such Mortgaged Property delivered notice from the Agent to either (A) make a principal payment in an amount that restores compliance or (B) provide additional Collateral satisfactory to the Agent pursuant to this Agreement. (b) Notwithstanding in amount and kind that restores compliance. In addition, in the provisions event that the value of Section 5.2(a)the Borrowing Base Assets is reduced as a result of a re-Appraisal, the Agent on behalf Obligors may continue to receive advances of the Lenders mayCredit Facility to the extent of the Collateral in the Borrowing Base which has not been reduced in value as the result of a re-Appraisal. Furthermore, the Obligors may continue to receive advances of the Credit Facility on the re-Appraised Collateral that has been reduced in value as the result of a re-Appraisal during the one hundred-eighty (180) day grace period identified above, provided, (i) there is availability in the Borrowing Base Assets when advance rates are calculated against Actual Costs Incurred and no other value impairment exists other than by re-Appraisal, (ii) the Obligors restore overall Collateral compliance within one hundred-eighty (180) days by repaying sums outstanding under the Credit Facility, providing sufficient acceptable additional Collateral, or a combination of both, (iii) the advances will be for the purpose of determining completing Sold Units or completing Land Under Development, (iv) the current Appraised Value Obligors are in compliance with all Financial Covenants and Borrowing Base no Event of a Mortgaged PropertyDefault has occurred and no Default has occurred and is continuing, obtain and (v) the Obligors are continuing operations, selling homes, taking sales to settlement, and repaying debt. This section shall not be subject to any provision of this Agreement or any of the Borrower shall pay to other Loan Documents which requires the Agent on demand all reasonable outto provide the Obligors notice of non-of-pocket costs (which costs compliance or additional time periods to perform. The grace periods provided above, and any notice that the WB/Neighborhoods Second Modified and Restated Loan Agreement Agent is obligated to provide as stated above shall include any reasonable internal appraisal review fees of thebe the sole grace periods and notice that the Obligors shall receive.

Appraisals. (a) The At any time that the Administrative Agent requests, the Borrower will, and will cause each Subsidiary to, provide the Administrative Agent with appraisals or updates thereof of its Inventory and Equipment from an appraiser selected and engaged by the Administrative Agent, and prepared on behalf a basis reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law; provided that, excluding the appraisals of the Lenders Collateral constituting Equipment required by Section 4.03(b), unless an Event of Default has occurred and is continuing, the Loan Parties shall require Appraisals not be responsible for the cost and expense of each any Equipment appraisals. If no Event of Default has occurred and is continuing, the Mortgaged Properties, which will be ordered by the Administrative Agent and reviewed and approved by the appraisal department of the Agent from time to time, in order to determine the current Appraised Value and Borrowing Base of each Mortgaged Propertymay conduct, and the Borrower Loan Parties shall pay be responsible for the costs and expenses of, one (1) Inventory appraisal during any twelve (12)-month period, provided, that, notwithstanding the foregoing, (x) the Loan Parties shall not be responsible for the costs and expenses of any such Inventory appraisal conducted while the aggregate amount of Revolving Loans is zero (other than, to the Agent extent applicable, the Inventory appraisal required by Section 4.01(o)) (provided, further, that on demand all reasonable out-of-pocket costs any date that the aggregate amount of all such Appraisals relating to Revolving Loans is greater than zero, the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees Loan Parties shall, at the request of the Administrative Agent, either (A) reimburse the Administrative Agent for the costs and expenses of any such Inventory appraisal conducted in the ninety (90) day period immediately prior to such date or (B) permit the Administrative Agent to conduct one (1) Inventory appraisal, at the cost and expense of the Loan Parties, during such twelve (12)-month period and the Loan Parties will cause or permit such appraisal to be commenced within ninety (90) days after such date (or such later date as the Administrative Agent may agree in its sole discretion)) and (y) one (1) additional Inventory appraisal may be conducted at any time after Availability falls below the greater of (i) $30,000,000 and (ii) 15% of the Aggregate Revolving Commitment; provided, however, that so long as during any twelve (12)-month period, the Loan Parties shall not be responsible for the costs and expenses of more than two (2) Inventory appraisals that are commenced while no Default or Event of Default shall have has occurred and is continuing. Additionally, there shall be no limitation on the number or frequency of Inventory and Equipment appraisals conducted while an Event of Default has occurred and is continuing and regulatory requirements the Loan Parties shall be responsible for the costs and expenses of any Lender generally applicable to real estate loans Inventory and Equipment appraisals commenced while an Event of the category made under this Agreement as reasonably interpreted by such Lender shall not require more frequent Appraisals, Default has occurred and except as otherwise provided in Section 5.2(b) or Section 5.2(e), the Borrower shall not be required to pay for an Appraisal for a particular Mortgaged Property more often than once in any twenty-four (24) month period, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), the first Appraisal of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior to the date which is twenty-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered to the Agent pursuant to this Agreementcontinuing. (b) Notwithstanding the provisions of Section 5.2(a), the Agent on behalf of the Lenders may, for the purpose of determining the current Appraised Value and Borrowing Base of a Mortgaged Property, obtain (and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal review fees of the

Appraisals. The Borrowers agree that (a) The new appraisals will be required in conjunction with any extension granted pursuant to Section 2.15, (b) the Administrative Agent on behalf shall have the right, once prior to the Maturity Date (but to the extent no Default or Event of Default has occurred and is continuing, not during the six (6) month period immediately prior to the Maturity Date) and at the Borrowers’ expense, to request appraisals with respect to the Borrowing Base Assets, (c) the Parent Borrower may request that the Administrative Agent initiate new appraisals for the entire portfolio of the Lenders shall require Appraisals Borrowers’ Borrowing Base Assets at any time subject to the terms of each this Section 6.17, such appraisals to be FIRREA compliant and otherwise subject to the approval of the Mortgaged PropertiesAdministrative Agent, which will be ordered and (d) the Administrative Agent shall have the right, at its own expense, prior to the Maturity Date, to request appraisals, and if requested by the Required Lenders, Administrative Agent and reviewed and approved by shall request appraisals, with respect to the appraisal department entire portfolio of the Agent from time to time, in order to determine the current Appraised Value and Borrowers’ Borrowing Base of each Mortgaged PropertyAssets or if such appraisals are required to comply with applicable Laws, and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs of all such Appraisals relating to the Mortgaged Properties (which costs shall include including FIRREA, any reasonable internal appraisal review fees of the Agent)Borrowing Base Asset; provided, however, that so long as no Default or after the occurrence and during the continuance of an Event of Default shall have occurred and be continuing and regulatory requirements of any Lender generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender shall not require more frequent Appraisals, and except as otherwise provided in Section 5.2(b) or Section 5.2(e)Default, the Borrower Borrowers shall not be required to pay for an Appraisal for a particular Mortgaged Property more often than once in any twenty-four (24) month period, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), the first Appraisal of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior reimburse to the date which is twenty-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered Administrative Agent all reasonable and documented costs and expenses associated therewith to the Agent pursuant extent required by and subject to this Agreement. (b) Notwithstanding the provisions of Section 5.2(a)10.04 hereof. The Administrative Agent shall engage all appraisers with respect to such appraisals and (other than with respect to appraisals requested by the Administrative Agent under the foregoing subclause (d) when no Event of Default is in existence) the Borrowers shall pay or reimburse to the Administrative Agent all documented costs and expenses associated therewith to the extent required by and subject to the provisions of Section 10.04 hereof. Any appraisal requested pursuant to this Section 6.17 shall be reviewed and approved by the Administrative Agent and the Lenders; provided, that (i) the Administrative Agent and the Lenders shall use reasonable efforts to approve or disapprove such appraisal within fifteen (15) Business Days after they are received and a failure to approve or disapprove the appraisals in such fifteen (15) Business Day period shall be deemed to mean that such appraisals are approved and (ii) to the extent any such appraisal is denied approval, the Administrative Agent on behalf of and the Lenders may, for shall specify the purpose of determining the current Appraised Value and Borrowing Base of a Mortgaged Property, obtain (and the Borrower shall pay reasons in writing to the Agent on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal review fees of theParent Borrower for such denial.

Appraisals. At any time that the Administrative Agent requests, each Loan Party will permit the Administrative Agent to conduct appraisals or updates thereof of their Inventory, Equipment and Eligible Real Property with an appraiser engaged by the Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law and to be conducted with reasonable prior notice and during normal business hours. Only one (a1) The Agent on behalf such Inventory appraisal per calendar year shall be at the sole expense of the Lenders Loan Parties; provided that (i) two (2) such Inventory appraisals per calendar year shall require Appraisals of each be at the sole expense of the Mortgaged Properties, which will be ordered by Loan Parties if the Agent and reviewed and approved by Aggregate Availability is less than the appraisal department greater of 15% of the Agent from Aggregate Commitment and $60,000,000 at the time to timethe second such appraisal is initiated and (ii) during the occurrence and continuance of an Event of Default, in order to determine there shall be no limitation on the current Appraised Value and Borrowing Base number or frequency of each Mortgaged Property, and appraisals that shall be at the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs of all such Appraisals relating to the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees sole expense of the Agent); providedLoan Parties. Notwithstanding the foregoing, however, that so long as no Default additional appraisals of Equipment or Event of Default shall have occurred and be continuing and regulatory requirements of any Lender generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender shall not require more frequent Appraisals, and except as otherwise provided in Section 5.2(b) or Section 5.2(e), the Borrower Eligible Real Property shall not be required unless initiated at a time when an Event of Default has occurred and is continuing; provided that (i) not more than one (1) time per calendar year, the Loan Parties may, in their sole discretion and expense, request that the Administrative Agent order an appraisal of specified Equipment and/or Eligible Real Property being newly added to pay for any Borrowing Base by an Appraisal for a particular Mortgaged appraiser selected and engaged by the Administrative Agent to determine the increase to the applicable PP&E Component after the inclusion of such specified Equipment and/or real estate, (ii) not more than two (2) times during the term of this Agreement, the Loan Parties may, in their sole discretion and expense, request that the Administrative Agent order updated appraisals of all Equipment and Eligible Real Property more often than once from an appraiser selected and engaged by the Administrative Agent to redetermine the PP&E Components based on such appraisals (which redetermination may result in the increase or decrease of the PP&E Components) and (iii) in connection with any twenty-four Permitted Acquisition (24) month period, with and without limitation as to the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(enumber of such Acquisitions), the first Appraisal Loan Parties may, in their sole discretion and expense, request that the Administrative Agent order appraisals on any acquired Equipment and/or real estate in order to include such assets in the PP&E Components. All appraisals of a Mortgaged Property for which the Borrower Equipment and real property shall be financially responsible shall not be required prior to at the date which is twenty-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered to the Agent pursuant to this Agreement. (b) Notwithstanding the provisions of Section 5.2(a), the Agent on behalf sole expense of the Lenders may, for the purpose of determining the current Appraised Value and Borrowing Base of a Mortgaged Property, obtain (and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal review fees of theLoan Parties.

Appraisals. Seller agrees that Buyer shall have the right but not the obligation, at Seller’s expense, to obtain an appraisal of the Project, prepared by an appraiser acceptable to Buyer and in substantial conformance with governmental regulations applicable to Buyer and approved by Buyer at any time that (a) The Agent on behalf an Event of Default has occurred hereunder, (b) any damage or destruction of the Lenders Project occurs, (c) Buyer determines in its sole opinion that the Project has been physically or financially impaired in any material manner, or (d) such appraisal is required by then current banking laws or regulations. In the event that Buyer shall require Appraisals of each of the Mortgaged Propertieselect to obtain such an appraisal, which will be ordered by the Agent Buyer may immediately commission an appraiser acceptable to Buyer, at Seller’s cost and reviewed and approved by expense, to prepare the appraisal department of the Agent from time to time, in order to determine the current Appraised Value and Borrowing Base of each Mortgaged Property, Seller shall fully cooperate with Buyer and the Borrower appraiser in obtaining the necessary information to prepare such appraisal. In the event that Seller fails to cooperate with Buyer in obtaining such an appraisal or in the event that Seller shall fail to pay to for the Agent on demand all reasonable out-of-pocket costs cost of all such Appraisals relating to the Mortgaged Properties (which costs shall include any reasonable appraisal and Buyer's internal appraisal review fees of the Agent); providedfee, howeverimmediately upon demand, that so long as no Default or such event shall constitute an Event of Default hereunder and Buyer shall have occurred be entitled to exercise all remedies available to it hereunder. In the event that any such appraisal shall determines that an Acquisition Price Deficiency exists in accordance with the terms and be continuing provisions of Section (c) hereof and regulatory requirements of any Lender generally applicable Seller fails to real estate loans of the category made under this Agreement prepay such amounts as reasonably interpreted by such Lender shall not require more frequent Appraisals, and except as otherwise provided in Section 5.2(b) or Section 5.2(e), the Borrower shall not may be required to pay for an Appraisal for cure the Acquisition Price Deficiency within 10 days after written notice from Buyer to Seller, such failure shall entitle Buyer to terminate the Lease and exercise any and all remedies thereunder in addition to Buyer’s right to exercise all remedies available to it hereunder. In the event such appraisal is required by reason of the damage or destruction of a particular Mortgaged Property more often than once in any twenty-four (24) month period, with portion of the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e)Project, the first Appraisal of a Mortgaged Property for which the Borrower fair market value shall be financially responsible shall not be required prior calculated on the Project after restoration of the Improvements to the date which is twentypre-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered to the Agent pursuant to this Agreementdamage condition. (b) Notwithstanding the provisions of Section 5.2(a), the Agent on behalf of the Lenders may, for the purpose of determining the current Appraised Value and Borrowing Base of a Mortgaged Property, obtain (and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal review fees of the

Appraisals. (a) The Agent on behalf of the Lenders shall require Appraisals of each of the Mortgaged Propertiesall Borrowing Base Assets, which will Appraisals shall be ordered by the Agent and reviewed and approved by the appraisal department of the Agent from time to timeAgent. Agent, in order the exercise of its discretion and after giving notice to determine the current Appraised Value and Obligors, shall have the right to obtain re-Appraisals of all or any portion of the Borrowing Base of each Mortgaged Property, and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs of all such Appraisals relating to the Mortgaged Properties Assets (which costs shall include any reasonable internal appraisal review fees of the Agent); provided, however, that so long as no Default or a) after an Event of Default shall have has occurred and be or is continuing and (b) as required by the then current regulatory requirements of any Lender generally applicable to real estate loans of the category categories made under this Agreement as reasonably interpreted by such Lender shall not require the Agent; (c) at any time following a condemnation of more frequent Appraisalsthan an immaterial portion, as determined by the Agent, of an Approved Subdivision, and except (d) upon any Material Adverse Change with respect to an Approved Subdivision as otherwise provided determined by the Agent (which in Section 5.2(bthe case of (c) or Section 5.2(eand (d), only the Borrower Borrowing Base Assets of that Approved Subdivision shall not be re-appraised). Subject to the following, the Obligors acknowledge that the Agent may make changes or adjustments to the values set forth in any Appraisals as may be required by the Agent's appraisal department in the exercise of its good faith business judgment, and that the Agent is not bound by the value set forth in any Appraisal performed pursuant to pay for an this Agreement and does not make any representations or warranties with respect to any Appraisal. The Obligors further agree that the Lenders shall have no liability as a result of or in connection with any such Appraisal for a particular Mortgaged Property more often than once statements contained in any twenty-four (24) month periodsuch Appraisal, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e)including without limitation, the first accuracy and completeness of information, estimates, conclusions and opinions contained in such Appraisal, or variance of such Appraisal from the fair value. The Obligors shall pay all costs and expenses related to the Appraisals and re-Appraisals performed pursuant to this Section within thirty (30) days of a Mortgaged Property for which demand by the Borrower Agent. The Revolving Loan Maximum Availability may be decreased by reason of any new Appraisal or re-Appraisal upon the exercise of the sole discretion of the Required Lenders. Conversely, the Revolving Loan Maximum Availability may be increased by reason of any new Appraisal or re-Appraisal upon approval of the Required Lenders, but in no event shall Revolving Loan Maximum Availability be increased by reason of any Appraisal that is obtained when an Event of Default exists and is continuing. At any time the sum of (i) the aggregate principal amount of all Revolving Loans outstanding at such time plus (ii) the aggregate L/C Obligations outstanding at such time exceeds the Revolving Loan Borrowing Limit by reason of any new Appraisal or re-Appraisal, but the Obligors are in compliance with all Financial Covenants, the Obligors shall be financially responsible shall not be required prior to the date which is twentygranted one hundred-four eighty (24180) months days from the date of initial Appraisal for such Mortgaged Property delivered notice from the Agent to either (A) make a principal payment in an amount that restores compliance or (B) provide additional Collateral satisfactory to the Agent pursuant to this Agreement. (b) Notwithstanding in amount and kind that restores compliance. In addition, in the provisions event that the value of Section 5.2(a)the Borrowing Base Assets is reduced as a result of a re-Appraisal, the Agent on behalf Obligors may continue to receive advances of the Lenders mayCredit Facility to the extent of the Collateral in the Borrowing Base which has not been reduced in value as the result of a re-Appraisal. Furthermore, the Obligors may continue to receive advances of the Credit Facility on the re-Appraised Collateral that has been reduced in value as the result of a re-Appraisal during the one hundred-eighty (180) day grace period identified above, provided, (i) there is availability in the Borrowing Base Assets when advance rates are calculated against Actual Costs Incurred and no other value impairment exists other than by re-Appraisal, (ii) the Obligors restore overall Collateral compliance within one hundred-eighty (180) days by repaying sums outstanding under the Credit Facility, providing sufficient acceptable additional Collateral, or a combination of both, (iii) the advances will be for the purpose of determining completing Sold Units or completing Land Under Development, (iv) the current Appraised Value Obligors are in compliance with all Financial Covenants and Borrowing Base no Event of a Mortgaged PropertyDefault has occurred and no Default has occurred and is continuing, obtain and (v) the Obligors are continuing operations, selling homes, taking sales to settlement, and repaying debt. This section shall not be subject to any provision of this Agreement or any of the Borrower shall pay to other Loan Documents which requires the Agent on demand all reasonable outto provide the Obligors notice of non-of-pocket costs (which costs compliance or additional time periods to perform. The grace periods provided above, and any notice that the Agent is obligated to provide as stated above shall include any reasonable internal appraisal review fees of thebe the sole grace periods and notice that the Obligors shall receive.

Appraisals. (a) The Administrative Agent on behalf may, for the purpose of the Lenders shall require Appraisals of each of the Mortgaged Properties, which will be ordered by the Agent and reviewed and approved by the appraisal department of the Agent from time to time, in order to determine determining the current Appraised Value and Borrowing Base of each Mortgaged Property, and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs of all such Appraisals relating to the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees of the Agent); providedMortgage Properties, howeverobtain new Appraisals with respect to such property, or any of them, as the Administrative Agent shall determine (i) in connection with the Borrower’s exercise of the option to extend the Revolving Credit Maturity Date pursuant to Section 2.10, (ii) at any time that so long as no Default or Event of Default shall have occurred and be continuing and the regulatory requirements of any Lender generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender shall not require more frequent Appraisals, (iii) in connection with a release of a Release Parcel under Section 4.5 hereof from a Mortgage Property which is then being valued on the basis of its Appraised Value for purposes of determining Borrowing Base Availability, an Appraisal is reasonably necessary to confirm that such release has not materially reduced the then-current value of the remaining Mortgage Property below its most recent Appraised Value, and except as otherwise (iv) at any time following an Event of Default. The expense of such Appraisals and/or updates performed pursuant to this Section 4.2(a) shall be borne by the Borrower and payable to the Administrative Agent within fifteen (15) days of written demand; provided in Section 5.2(b) or Section 5.2(e), the Borrower shall not be required obligated to pay for an Appraisal for of a particular Mortgaged Property property obtained pursuant to clause (ii) of this Section 4.2(a) more often than once in any twenty-four period of twelve (2412) month period, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), the first Appraisal of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior to the date which is twenty-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered to the Agent pursuant to this Agreementmonths. (b) Notwithstanding The Borrower agrees that the provisions Lenders and the Administrative Agent do not make any representations or warranties with respect to any Appraisal and shall have no liability as a result of Section 5.2(a)or in connection with any such Appraisal for statements contained in such Appraisal, including without limitation, the Agent on behalf accuracy and completeness of information, estimates, conclusions and opinions contained in such Appraisal, or variance of such Appraisal from the fair value of such property that is the subject of such Appraisal given by the local tax assessor’s office, or the Borrower’s idea of the Lenders may, for the purpose value of determining the current Appraised Value and Borrowing Base of a Mortgaged Property, obtain (and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal review fees of thesuch property.

Appraisals. (a) The Seller hereby acknowledges and agrees that Agent on behalf shall have the right to commission and order an Appraisal of the Lenders shall require Appraisals of each of the any related Mortgaged PropertiesProperty: (i) pursuant to Section 8.13(b), which will be ordered by the Agent below, (ii) at any time and reviewed and approved by the appraisal department of the Agent from time to timetime while the Purchased Asset is subject to this Agreement if Agent and/or Buyer is required by any applicable rule, in regulation or law to commission and order any such Appraisal and/or (iii) if within thirty (30) days after the occurrence and during the continuance of a Purchased Asset Event of Default Seller has not delivered notice to determine Agent that Seller has elected to commission and order an Appraisal of the current Appraised Value and Borrowing Base of each related Mortgaged Property, and that Seller shall be responsible for the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs of all and expenses incurred by Agent in obtaining any such Appraisals relating Appraisal. Notwithstanding the foregoing, Agent and each Buyer shall have the unlimited right, at any time and from time to time, to obtain an appraisal for any Mortgaged Property at its own cost and expense. No appraisal so obtained by Agent or any Buyer shall have any effect on the Purchase Price for the Purchased Asset. Notwithstanding anything herein to the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees of contrary, other than with respect to the Agent); provided, however, that so long as no Default or Event of Default shall have occurred and be continuing and regulatory requirements of any Lender generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender shall not require more frequent Appraisals, and except as otherwise provided in Section 5.2(b) or Section 5.2(e), the Borrower shall not be Appraisals required to pay for an Appraisal for a particular Mortgaged Property more often than once in any twenty-four (24) month period, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), the first Appraisal of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior to the date which is twenty-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered to the received by Agent pursuant to this AgreementSection 8.13(b), below, Agent’s right to obtain an Appraisal with respect to any individual Mortgaged Property shall be limited to the rights of the holder of the Purchased Asset pursuant to the Purchased Asset Documents. (b) Notwithstanding If Agent has determined that the provisions Appraisals delivered to Agent in connection with the Asset are not FIRREA-compliant, at Agent’s option, Agent shall have the one-time right to commission and order an FIRREA-compliant Appraisal (or Appraisals) of Section 5.2(a), the Agent on behalf of the Lenders may, for the purpose of determining the current Appraised Value and Borrowing Base of a any related Mortgaged Property, obtain at Buyer’s sole cost and expense, with respect to the individual Mortgaged Properties securing Purchased Asset, satisfactory to Agent in all respects, which Appraisal confirms that the LTV as of the Purchase Date shall be equal to or less than fifty-four percent (54%). If Agent commissions and orders a FIRREA-compliant Appraisal (or Appraisals) pursuant to the Borrower foregoing sentence, and such Appraisal (or Appraisals) confirm an LTV greater than fifty-four percent (54%), then (x) if such Appraisal (or Appraisals) are received prior to the Purchase Date, then the Maximum Purchase Price shall be reduced to the amount that will cause the LTV as of the Purchase Date to be equal to fifty-four percent (54%) and (ii) if on or after the Purchase Date or (y) if such Appraisal (or Appraisals) are received after the Purchase Date, then Seller shall reduce the outstanding Purchase Price, without premium or penalty, in such an amount necessary to cause the LTV to be equal to or less than fifty-four percent (54%) (an “LTV Deficiency”). Any failure by Seller to pay to the Agent on any LTV Deficiency within ten (10) Business Day after demand all reasonable out-of-pocket costs (which costs by Agent shall include any reasonable internal appraisal review fees constitute an Event of theDefault hereunder.

Appraisals. ​ (ai) The Agent on behalf General Partner shall cause a nationally recognized MAI appraiser with experience in appraising the value of real estate having a similar character to and in a similar geographic location as the Investments (a “Qualified Appraiser”) to value (A) each Development Investment and Value-Add Investment within the calendar year following the date of Stabilization of each such Development Investment and Value-Add Investment and annually thereafter and (B) each Core Investment within the calendar year following the date of the Lenders shall require Appraisals acquisition of each such Core Investment and annually thereafter, in each case at the expense of the Mortgaged PropertiesPartnership. The General Partner shall direct the appointed Qualified Appraiser to finalize each such appraisal no later than two (2) weeks prior to the end of the calendar year in which such appraisal is being conducted (the “Appraisal Date), which will be ordered and to reflect an effective date of such valuation as of December 31 of such calendar year; provided, that the General Partner shall have no liability with respect to the failure of such Qualified Appraiser to finalize any such appraisal by the Agent Appraisal Date. The General Partner shall deliver to the BCIMC Limited Partner any appraisal commissioned pursuant to this Section 6.3(e)(i) upon the written request of the BCIMC Limited Partner. ​ (ii) In addition, no more than 180 days prior to the Calculation Date, the General Partner shall value the entire Portfolio (the “Portfolio Appraisal”) by either (A) aggregating the values of the last annual appraisals commissioned pursuant to Section 6.3(e)(i) or (B) commissioning a Qualified Appraiser to value the entire Portfolio (by aggregating the value of each Investment) and, in either case, subject to clause (iii) below, such Portfolio Appraisal shall be binding on the Partnership and reviewed and approved the Partners absent manifest error or fraud. The Portfolio Appraisal performed pursuant to this Section 6.3(e)(ii) shall be deemed to have been performed by the appraisal department of the Agent from time to time, in order “GP Appraiser”. The Portfolio Appraisal shall be used to determine the current Appraised Value of the Portfolio (including, without limitation, the Carried Interest Distributions) in accordance with Section 5.3. ​ (iii) Within ten (10) Business Days following the receipt of the Portfolio Appraisal, the BCIMC Limited Partner shall provide written notice (the “Appraisal ​ Notice”) to the General Partner electing to (x) agree to the Portfolio Appraisal or (y) reject the Portfolio Appraisal. In the event the BCIMC Limited Partner rejects the Portfolio Appraisal, the BCIMC Limited Partner shall select, approve and Borrowing Base appoint a Qualified Appraiser to value the entire Portfolio (by aggregating the value of each Mortgaged PropertyInvestment) as of the effective date of the General Partner’s proposed Portfolio Appraisal (the “LP Appraiser”) within five (5) Business Days following the General Partner’s receipt of the Appraisal Notice (the “LP Appraiser Appointment Period”) by providing notice to the General Partner of such appointment (the “LP Appraiser Notice”). If the BCIMC Limited Partner fails to appoint the LP Appraiser within the LP Appraiser Appointment Period, the Portfolio Appraisal shall be conclusive on the Partners. If both the GP Appraiser and the Borrower LP Appraiser are appointed, then the GP Appraiser and the LP Appraiser shall pay thereafter appoint a third (3rd) Qualified Appraiser (the “Independent Appraiser” and, together with the GP Appraiser and the LP Appraiser, collectively, the “Appraisers”) and give notice thereof to the Agent on demand Partners within ten (10) days following the General Partner’s receipt of the LP Appraiser Notice (the “Independent Appraiser Appointment Period”). If the GP Appraiser and the LP Appraiser fail to appoint the Independent Appraiser within the Independent Appraiser Appointment Period, any Partner (other than the Special Limited Partner) may petition a court of competent jurisdiction to appoint the Independent Appraiser. ​ (iv) Each of the Appraisers shall promptly fix a time for the completion of the Portfolio Appraisal, which shall not be later than thirty (30) days from the appointment of the Independent Appraiser. The Appraisers shall determine the Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal by determining the fair market value of the assets to be appraised (other than cash in Partnership accounts), such being the fairest price estimated in the terms of money which the Partnership could obtain if such assets were sold, for all cash, in the open market allowing a reasonable out-of-pocket costs time to find a purchaser who purchases such assets with knowledge of all the business of the Partnership and such Appraisals relating assets. If the Appraisers are not able to agree upon a single Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal, each shall render its own Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal. Upon submission of the appraisals setting forth the opinions as to the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees Portfolio Value, if the highest value submitted by the Appraisers is not more than 105% of the Agent)lowest value submitted by the Appraisers, then the average of the values proposed by the Appraisers shall constitute the “Portfolio Value”; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing and regulatory requirements of any Lender generally applicable to real estate loans if the highest value submitted by the Appraisers is more than 105% of the category made under this Agreement as reasonably interpreted lowest value submitted by such Lender the Appraisers, then the average of the two appraisals closest in value shall not require more frequent Appraisals, and except as otherwise provided in Section 5.2(bconstitute the “Portfolio Value”. ​ (v) or Section 5.2(e)If the GP Appraiser, the Borrower LP Appraiser and the Independent Appraiser are appointed, the General Partner shall not be required to pay for an Appraisal for a particular Mortgaged Property more often than once in any twenty-four (24) month period, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e)services of the GP Appraiser, the first Appraisal BCIMC Limited Partner and/or the Sell-Down Transferee (if applicable) shall pay for the services of a Mortgaged Property for which the Borrower LP Appraiser and the cost of the services of the Independent Appraiser shall be financially responsible paid by the Partners pro rata in accordance with their Percentage Interests. The costs of the services of the Partnership’s accountants, if applicable, shall be paid by the Partnership. (vi) As used herein, “Appraised Value” of an asset or assets means, as the context so provides, the value of such asset(s) as determined by appraisal. For any Investment which has been acquired by the Partnership but has not yet been appraised by a Qualified Appraiser, the acquisition and development cost paid by the ​ Partnership for the Partnership’s interest in such Investment shall, for all purposes of this Agreement, be required prior deemed to the date which is twenty-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered to the Agent be its value established pursuant to this Agreement. (bSection 6.3(e) Notwithstanding the provisions of until such time as such Investment is appraised in accordance with this Section 5.2(a), the Agent on behalf of the Lenders may, for the purpose of determining the current Appraised Value and Borrowing Base of a Mortgaged Property, obtain (and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal review fees of the6.3. ​

Appraisals. The Parent Borrower and the Subsidiaries will permit the Administrative Agent and any Persons designated by the Administrative Agent (aincluding any consultants, accountants and appraisers retained by the Administrative Agent) The Agent on behalf to conduct appraisals of M&E and Intellectual Property and business valuations of the Lenders shall require Appraisals of each of the Mortgaged PropertiesLoan Parties, which will all at such time or times as may be ordered requested by the Administrative Agent and reviewed and approved by the appraisal department of the Agent from time to timein its Permitted Discretion; provided that, in order to determine the current Appraised Value and Borrowing Base of each Mortgaged Property, and the Borrower shall pay notwithstanding anything to the Agent on demand all reasonable out-of-pocket costs of all such Appraisals relating to the Mortgaged Properties contrary in Section 10.04 or any other Loan Document, (which costs shall include any reasonable internal appraisal review fees of the Agent); provided, however, that so long as no Default or i) unless an Event of Default has occurred, no more than one appraisal of M&E, one appraisal of Intellectual Property and one business valuation in any calendar year shall be at the expense of the Loan Parties, (ii) after the occurrence of and during the occurrence of an Event of Default, all business valuations and appraisals shall be at the expense of the Loan Parties, and (iii) in the event that the Parent Borrower or any Subsidiary shall have occurred and be continuing and regulatory requirements of any Lender generally applicable to real estate loans consummated an Acquisition, without limitation of the category made under this Agreement foregoing the Parent Borrower may request that the Administrative Agent conduct or cause to be conducted (and, commercially and reasonably promptly upon such request, the Administrative Agent shall commence or cause to be commenced) an appraisal with respect to the M&E and Intellectual Property acquired by the Loan Parties as reasonably interpreted by a result thereof, and any such Lender appraisals shall be at the expense of the Loan Parties (and shall not require more frequent Appraisals, and except as otherwise provided count towards the limit set forth in Section 5.2(b) or Section 5.2(ethe immediately preceding proviso). For the avoidance of doubt, the Borrower Administrative Agent may conduct business evaluations and appraisals in addition to those set forth in the immediately preceding sentence, but such additional business evaluations and appraisals shall not be required to pay for an Appraisal for at the expense of the Loan Parties. For purposes of this paragraph, it is understood and agreed that a particular Mortgaged Property single business evaluation or appraisal may be conducted at multiple relevant sites and involve one or more often than once in any twenty-four (24) month periodLoan Parties and their assets. The Parent Borrower acknowledges that the Administrative Agent, with the result thatafter exercising its rights under this Section, except as otherwise provided in Section 5.2(b) or Section 5.2(e), the first Appraisal of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior may prepare and distribute to the date which is twenty-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered Lenders certain reports pertaining to the Loan Parties' assets for internal use by the Administrative Agent pursuant to this Agreement. (b) Notwithstanding the provisions of Section 5.2(a), the Agent on behalf of the Lenders may, for the purpose of determining the current Appraised Value and Borrowing Base of a Mortgaged Property, obtain (and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal review fees of theLenders.

Appraisals. (a) The Agent on behalf of the Lenders shall require Appraisals of each of the Mortgaged Properties, which will be ordered by the Agent and reviewed and approved by the appraisal department of the Agent from time to time, in order to determine the current Appraised Value and Borrowing Base of each Mortgaged Property, and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs of all such Appraisals relating to the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees of the Agent); providedPROVIDED, howeverHOWEVER, that so long as no Default or Event of Default shall have occurred and be continuing and regulatory requirements of any Lender generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender shall not require more frequent Appraisals, and except as otherwise provided in Section 5.2(b) or Section 5.2(e), the Borrower shall not be required to pay for an Appraisal for a particular Mortgaged Property more often than once in any twenty-four (24) month period, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), the first Appraisal of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior to the date which is twenty-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered to the Agent pursuant to this Agreement. (b) Notwithstanding the provisions of Section 5.2(a), the Agent on behalf of the Lenders may, for the purpose of determining the current Appraised Value and Borrowing Base of a Mortgaged Property, obtain (and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal review fees of thethe Agent) of an Appraisal (or an update of the existing Appraisal) of such Mortgaged Property (i) at any time that the regulatory requirements of a Lender generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender shall require an Appraisal, or (ii) at any time following: (x) a condemnation of or a casualty affecting more than twenty five percent 25% of the Net Rentable Area of such Mortgaged Property, (y) the termination or expiration of Leases affecting more than twenty five percent (25%) of the Net Rentable Area of such Mortgaged Property or (z) the occurrence of a material adverse change with respect to such Mortgaged Property as determined by the Majority Lenders in the exercise of their good faith business judgment. If an Appraisal (or an update of the existing Appraisal) is being done in respect of a Mortgaged Property that has been affected by a condemnation or casualty which is being restored in accordance with the relevant provisions of Section 7.7 hereof or the Mortgage encumbering such Mortgaged Property, such Appraisal (or an update of the existing Appraisal) shall, at the election of the Agent on behalf of the Lenders, either (A) be undertaken only following the completion of such restoration or (B) take into account the fact that such restoration has not been completed and be prepared on an "as-built" basis, based on the plans and specifications for such restoration; and in either such case any such Appraisal (or an update of the existing Appraisal) shall take into account any termination of any Leases that have occurred as a result of such condemnation or casualty. (c) In the event that the Agent shall advise the Borrower, on the basis of any Appraisal (or update of an existing Appraisal), that the Borrowing Base is insufficient to comply with the requirements of Section 9.1, then until the Borrowing Base is increased or the outstanding principal amount of the Loans is reduced such that the Borrowing Base is in compliance with Section 9.1, the Lenders shall not be required to make advances under Section 2.1. (d) The Borrower, REA and each Guarantor acknowledge that the Agent may make changes or adjustments to the value set forth in any Appraisal (or update of an existing Appraisal) at the time such Appraisal (or update of an existing Appraisal) is received as may be required by the appraisal department of the Agent in its good faith business judgment, and that the Lenders are not bound by the value set forth in any Appraisal performed pursuant to this Agreement and do not make any representations or warranties with respect to any such Appraisal. The Borrower, REA and each Guarantor further agree that the Lenders shall have no liability as a result of or in connection with any Appraisal (or update of an existing Appraisal) for statements contained in such Appraisal (or update of an existing Appraisal), including without limitation, the accuracy and completeness of information, estimates, conclusions and opinions contained in such Appraisal (or update of an existing Appraisal), or variance of such Appraisal (or update of an existing Appraisal) from the fair value of the Mortgaged Property that is the subject of such Appraisal (or update of an existing Appraisal) given by the local tax assessor's office, or the Borrower's, REA's or each Guarantor's idea of the value of the Mortgaged Property. (e) If requested to do so by the Borrower following the completion of a Capital Improvement Project at a Mortgaged Property, the Agent shall obtain, at the sole cost and expense of the Borrower, an Appraisal (or an update of the existing Appraisal) of such Mortgaged Property, and the Appraised Value as determined based on such new or updated Appraisal shall be used in order to determine the Borrowing Base of such Mortgaged Property.

Appraisals. (a) The Agent on behalf of the Lenders shall require Appraisals An Appraisal of each of the Mortgaged Properties, which will Pool I Contributed Investment shall be ordered undertaken by the Agent and reviewed and approved by Appraiser on the appraisal department of the Agent from time to time, in order to determine the current Appraised Value and Borrowing Base occurrence of each Mortgaged Property, and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs of all such Appraisals relating to the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees of the Agent); provided, however, that so long as no Default or Event of Default shall have occurred and be continuing and regulatory requirements of any Lender generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender shall not require more frequent Appraisals, and except as otherwise provided in Section 5.2(b) or Section 5.2(e), the Borrower shall not be required to pay for an Appraisal for a particular Mortgaged Property more often than once in any twenty-four (24) month period, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), the first Appraisal of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior to the date which is twenty-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered to the Agent pursuant to this AgreementEvent. (b) Notwithstanding The Sponsor Subsidiaries shall co-operate with the Appraiser, Trinity, Red River and the Agent to ensure that each Appraisal is timely completed in accordance with the provisions of this Section 5.2(a5.07. The Sponsor Subsidiaries shall, promptly following the occurrence of an Appraisal Event, provide the Appraiser with access to all documents, records and other information necessary for the Appraiser to complete the Appraisal in accordance with this Section 5.07. (c) Prior to the Liquidation Start Date under the Trinity Company Agreement, Sabine shall, on the date of each Appraisal Event with respect to a Pool I Publicly Traded Investment, deliver a certificate to Trinity and the Sponsor Subsidiary Collateral Agent certifying the revised Carrying Value of such Pool I Publicly Traded Investment. Absent manifest error, the revised Carrying Value of such Pool I Publicly Traded Investment shall be deemed to be the value set forth in such certificate. (d) An Appraisal of a Pool I Contributed Investment (other than an Appraisal pursuant to clause (c) above) shall be completed as soon as reasonably practicable after the occurrence of the relevant Appraisal Event, but in any event within 30 days after the date of occurrence of such Appraisal Event (or, if such 30th day is not a Business Day, the next succeeding Business Day) (the date of completion of such Appraisal, the "APPRAISAL DATE"). (e) If an Appraisal of a Pool I Contributed Investment pursuant to clause (d) above is not completed within 30 days after the date of occurrence of the Appraisal Event giving rise to the Appraisal (or if such 30th day is not a Business Day, the next succeeding Business Day), then the Agent on behalf value of such Pool I Contributed Investment shall be deemed to be $0 until the next Appraisal Date for such Pool I Contributed Investment. (f) Within 5 Business Days after the Appraisal Date, a Responsible Officer of El Paso shall deliver to Trinity a Compliance Certificate, showing the pro forma calculations of the Lenders mayfinancial covenants in Section 5.04(a), for the purpose of determining the current Appraised Value (b) and Borrowing Base of a Mortgaged Property, obtain (d) and the Borrower second sentence of Section 5.06(a) in sufficient detail as of the date of such Compliance Certificate, together with copies of any such Appraisals; provided that such pro forma calculations shall pay use the newly appraised Carrying Values of all Pool I Contributed Investments and the EBITDA and the book equity values of such Pool I Contributed Investments as of date of the financial statements reflected in the last Compliance Certificate delivered pursuant to Section 5.03(c). For the Agent purposes of this clause (f), an Appraisal of each Pool I Publicly Traded Investment shall be undertaken on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal review fees the date of thesuch Compliance Certificate to enable calculation of such financial covenants.

Appraisals. (ai) The Agent on behalf General Partner shall cause a nationally recognized MAI appraiser with experience in appraising the value of real estate having a similar character to and in a similar geographic location as the Investments (a “Qualified Appraiser”) to value (A) each Development Investment and Value-Add Investment within the calendar year following the date of Stabilization of each such Development Investment and Value-Add Investment and annually thereafter and (B) each Core Investment within the calendar year following the date of the Lenders shall require Appraisals acquisition of each such Core Investment and annually thereafter, in each case at the expense of the Mortgaged PropertiesPartnership. The General Partner shall direct the appointed Qualified Appraiser to finalize each such appraisal no later than two (2) weeks prior to the end of the calendar year in which such appraisal is being conducted (the “Appraisal Date), which will be ordered and to reflect an effective date of such valuation as of December 31 of such calendar year; provided, that the General Partner shall have no liability with respect to the failure of such Qualified Appraiser to finalize any such appraisal by the Agent Appraisal Date. The General Partner shall deliver to the BCIMC Limited Partner any appraisal commissioned pursuant to this Section 6.3(e)(i) upon the written request of the BCIMC Limited Partner. (ii) In addition, no more than 180 days prior to the Calculation Date, the General Partner shall value the entire Portfolio (the “Portfolio Appraisal”) by either (A) aggregating the values of the last annual appraisals commissioned pursuant to Section 6.3(e)(i) or (B) commissioning a Qualified Appraiser to value the entire Portfolio (by aggregating the value of each Investment) and, in either case, subject to clause (iii) below, such Portfolio Appraisal shall be binding on the Partnership and reviewed and approved the Partners absent manifest error or fraud. The Portfolio Appraisal performed pursuant to this Section 6.3(e)(ii) shall be deemed to have been performed by the appraisal department of the Agent from time to time, in order “GP Appraiser”. The Portfolio Appraisal shall be used to determine the current Appraised Value of the Portfolio (including, without limitation, the Carried Interest Distribution) in accordance with Section 5.3. (iii) Within ten (10) Business Days following the receipt of the Portfolio Appraisal, the BCIMC Limited Partner shall provide written notice (the “Appraisal Notice”) to the General Partner electing to (x) agree to the Portfolio Appraisal or (y) reject the Portfolio Appraisal. In the event the BCIMC Limited Partner rejects the Portfolio Appraisal, the BCIMC Limited Partner shall select, approve and Borrowing Base appoint a Qualified Appraiser to value the entire Portfolio (by aggregating the value of each Mortgaged PropertyInvestment) as of the effective date of the General Partner’s proposed Portfolio Appraisal (the “LP Appraiser”) within five (5) Business Days following the General Partner’s receipt of the Appraisal Notice (the “LP Appraiser Appointment Period”) by providing notice to the General Partner of such appointment (the “LP Appraiser Notice”). If the BCIMC Limited Partner fails to appoint the LP Appraiser within the LP Appraiser Appointment Period, the Portfolio Appraisal shall be conclusive on the Partners. If both the GP Appraiser and the Borrower LP Appraiser are appointed, then the GP Appraiser and the LP Appraiser shall pay thereafter appoint a third (3rd) Qualified Appraiser (the “Independent Appraiser” and, together with the GP Appraiser and the LP Appraiser, collectively, the “Appraisers”) and give notice thereof to the Agent on demand Partners within ten (10) days following the General Partner’s receipt of the LP Appraiser Notice (the “Independent Appraiser Appointment Period”). If the GP Appraiser and the LP Appraiser fail to appoint the Independent Appraiser within the Independent Appraiser Appointment Period, any Partner may petition a court of competent jurisdiction to appoint the Independent Appraiser. (iv) Each of the Appraisers shall promptly fix a time for the completion of the Portfolio Appraisal, which shall not be later than thirty (30) days from the appointment of the Independent Appraiser. The Appraisers shall determine the Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal by determining the fair market value of the assets to be appraised (other than cash in Partnership accounts), such being the fairest price estimated in the terms of money which the Partnership could obtain if such assets were sold, for all cash, in the open market allowing a reasonable out-of-pocket costs time to find a purchaser who purchases such assets with knowledge of all the business of the Partnership and such Appraisals relating assets. If the Appraisers are not able to agree upon a single Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal, each shall render its own Portfolio Value as of the effective date of the General Partner’s proposed Portfolio Appraisal. Upon submission of the appraisals setting forth the opinions as to the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees Portfolio Value, if the highest value submitted by the Appraisers is not more than 105% of the Agent)lowest value submitted by the Appraisers, then the average of the values proposed by the Appraisers shall constitute the “Portfolio Value”; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing and regulatory requirements of any Lender generally applicable to real estate loans if the highest value submitted by the Appraisers is more than 105% of the category made under this Agreement as reasonably interpreted lowest value submitted by such Lender the Appraisers, then the average of the two appraisals closest in value shall not require more frequent Appraisals, and except as otherwise provided in Section 5.2(bconstitute the “Portfolio Value”. (v) or Section 5.2(e)If the GP Appraiser, the Borrower LP Appraiser and the Independent Appraiser are appointed, the General Partner shall not be required to pay for an Appraisal for a particular Mortgaged Property more often than once in any twenty-four (24) month period, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e)services of the GP Appraiser, the first Appraisal BCIMC Limited Partner and/or the Sell-Down Transferee (if applicable) shall pay for the services of a Mortgaged Property for which the Borrower LP Appraiser and the cost of the services of the Independent Appraiser shall be financially responsible paid by the Partners pro rata in accordance with their Percentage Interests. The costs of the services of the Partnership’s accountants, if applicable, shall be paid by the Partnership. (vi) As used herein, “Appraised Value” of an asset or assets means, as the context so provides, the value of such asset(s) as determined by appraisal. For any Investment which has been acquired by the Partnership but has not yet been appraised by a Qualified Appraiser, the acquisition and development cost paid by the Partnership for the Partnership’s interest in such Investment shall, for all purposes of this Agreement, be required prior deemed to the date which is twenty-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered to the Agent be its value established pursuant to this AgreementSection 6.3(e) until such time as such Investment is appraised in accordance with this Section 6.3. (b) Notwithstanding the provisions of Section 5.2(a), the Agent on behalf of the Lenders may, for the purpose of determining the current Appraised Value and Borrowing Base of a Mortgaged Property, obtain (and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal review fees of the

Appraisals. (a) The At any time that the Administrative Agent on behalf requests, the Borrower will, and will cause each Subsidiary to, provide the Administrative Agent with appraisals or updates thereof of the Lenders shall require Appraisals of each of the Mortgaged Properties, which will be ordered its Inventory from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. If no Event of Default has occurred and is continuing, the Administrative Agent and reviewed and approved by the appraisal department of the Agent from time to time, in order to determine the current Appraised Value and Borrowing Base of each Mortgaged Propertymay conduct, and the Borrower Loan Parties shall pay to be responsible for the Agent costs and expenses of, one (1) Inventory appraisal during any twelve (12)-month period, provided, that one (1) additional Inventory appraisal (for the total of two (2) such Inventory appraisals during any , notwithstanding the foregoing, (x) the Loan Parties shall not be responsible for the costs and expenses of any such Inventory appraisal conducted while the aggregate amount of Loans is zero (provided, further, that on demand all reasonable out-of-pocket costs any date that the aggregate amount of all such Appraisals relating to Loans is greater than zero, the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees Loan Parties shall, at the request of the Administrative Agent, either (A) reimburse the Administrative Agent for the costs and expenses of any such Inventory appraisal conducted in the ninety (90) day period immediately prior to such date or (B) permit the Administrative Agent to conduct one (1) Inventory appraisal, at the cost and expense of the Loan Parties, during such twelve (12)-month period and the Loan Parties will cause or permit such appraisal to be commenced within ninety (90) days after such date (or such later date as the Administrative Agent may agree in its sole discretion)) and (y) one (1) additional Inventory appraisal may be conducted at any time after Availability falls below the greater of (i) $17,500,000 12,000,000 and (ii) 2015% of the Aggregate Commitment; provided, further, that however, that so long as during any twelve (12)-month period, the Loan Parties shall not be responsible for the costs and expenses of more than two (2) Inventory appraisals that are commenced while no Default or Event of Default shall have has occurred and is continuing. Additionally, there shall be no limitation on the number or frequency of Inventory appraisals conducted while an Event of Default has occurred and is continuing and regulatory requirements the Loan Parties shall be responsible for the costs and expenses of any Lender generally applicable to real estate loans Inventory appraisals conducted commenced while an Event of the category made under this Agreement as reasonably interpreted by such Lender shall not require more frequent Appraisals, Default has occurred and except as otherwise provided in Section 5.2(b) or Section 5.2(e), the Borrower shall not be required to pay for an Appraisal for a particular Mortgaged Property more often than once in any twenty-four (24) month period, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), the first Appraisal of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior to the date which is twenty-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered to the Agent pursuant to this Agreementcontinuing. (b) Notwithstanding the provisions of Section 5.2(a), the Agent on behalf of the Lenders may, for the purpose of determining the current Appraised Value and Borrowing Base of a Mortgaged Property, obtain (and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal review fees of the

Appraisals. (a1) The Agent on behalf of the Lenders Banks shall require biennial Appraisals of each of the Mortgaged Properties, which will be ordered by the Agent and reviewed and approved by the appraisal department of the Agent from time to timeAgent, in order to determine the current Appraised Value and Borrowing Base of each the Mortgaged Property, and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs of all such Appraisals relating to the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees Property of the Agent)Borrower; provided, however, that so long as (i) no Default or Event of Default shall have occurred and be continuing and continuing, (ii) regulatory requirements of any Lender Bank generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender Bank shall not require more frequent Appraisals, Appraisals and except (iii) there has been no material change in the market for the leasing of any of the Mortgaged Properties as otherwise provided in Section 5.2(b) or Section 5.2(e)reasonably determined by the Agent, the Borrower shall not be required to pay for an Appraisal Appraisals for a particular Mortgaged Property more often than once in any twenty-four (24) month period, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), that unless any such condition shall occur the first Appraisal Appraisals of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior to the date which is twenty-four (24) months from the date of initial the Appraisal for such Mortgaged Property delivered to the Agent pursuant to this Agreement or the Prior Credit Agreement. Notwithstanding the foregoing provisions, however, in the event of a material change of the type referred to in clause (iii), the Borrower shall not be required to pay for Appraisals of the affected Mortgaged Property or Mortgaged Properties more often than once in any twelve (12) month period. (b2) Notwithstanding the provisions of Section 5.2(a), the Agent on behalf of the Lenders may, for the purpose of determining the current Appraised Value and Borrowing Base of the applicable Mortgaged Properties, perform annual internal studies updating and revising prior Appraisals with respect to the Mortgaged Properties or such portion thereof as the Agent shall determine at any time (including, without limitation, following a release of a Mortgage Property) following (i) the occurrence of an event or condition which, in the reasonable judgment of the Agent, constitutes a material adverse change with respect to a Mortgaged Property or presents a reasonable likelihood that such a change shall occur in the future or (ii) a condemnation of or uninsured casualty to a Mortgaged Property (provided that any such Appraisal as a result of an event or condition described in clause (i) or (ii) shall be limited to the affected Mortgaged Property). The expense of such Appraisals and updates performed pursuant to this Section 5.2(b) shall be borne by the Borrower, obtain (and provided that the Borrower shall not be required to pay for any update pursuant to Section 5.2(b)(i) more often than once in any twelve (12) month period. (3) In the event that the Agent shall advise the Borrower, on demand all reasonable out-of-pocket costs (which costs the basis of any Appraisal or update pursuant to Section 5.2, that the Borrower's Borrowing Base is insufficient to comply with the requirements of Section 9.1, then until such Borrowing Base shall include be restored to compliance with Section 9.1 the Banks shall not be required to make advances under Section 2.1 or participate in any reasonable internal appraisal review fees Letters of theCredit under Section 2.7.

Appraisals. (a) The Agent on behalf of the Lenders Banks shall require biennial Appraisals of each of the Mortgaged PropertiesProperty and Collateral Property, which will be ordered by the Agent and ordered, reviewed and approved by the appraisal department departments of the Agent from time to timeMajority Banks, in order to determine the current Appraised Value and Borrowing Base Designated Collateral Value of each the Mortgaged PropertyProperty and whether a Note may be a Qualifying Collateral Note, and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs of all such Appraisals relating to the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees of the Agent)Appraisals; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing and regulatory requirements of any Lender Bank generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender Bank shall not require more frequent Appraisals, and except as otherwise provided in Section 5.2(b) or Section 5.2(e), the Borrower shall not be required to pay for an Appraisal for a particular Mortgaged Property Appraisals more often than once in any twenty24-four (24) month period, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), that unless such condition shall occur the first Appraisal of a Mortgaged Property Appraisals for which the Borrower shall be financially responsible after the Closing Date shall not be required prior to the date which is twenty-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered to the Agent pursuant to this AgreementMaturity Date. (b) Notwithstanding the provisions of Section 5.2(a), the Majority Banks may require the Agent on behalf of to obtain Appraisals or the Lenders mayBanks may jointly perform internal studies updating and revising prior Appraisals with respect to the Mortgaged Property or such portion thereof as the Majority Banks shall determine, for the purpose of determining the current Appraised Value and Borrowing Base Designated Collateral Value of the Mortgaged Property or whether a note is a Qualifying Collateral Note (i) at any time following a condemnation of or uninsured casualty to a Mortgaged Property or a Collateral Property (provided that such Appraisal shall be limited to the affected Mortgaged Property or Collateral Property), obtain or (and ii) in the event that there is a material adverse change to the Borrower or the Guarantor or their respective assets. The expense of such Appraisals and updates performed pursuant to this Section 5.2(b) shall pay to be borne by the Borrower. (c) In the event that the Agent shall advise the Borrower, on demand all reasonable out-of-pocket costs (which costs the basis of any Appraisal or update pursuant to Section 5.2, that the Designated Collateral Value is insufficient to comply with the requirements of Section 9.3, then until the Designated Collateral Value shall include any reasonable internal appraisal review fees of thebe restored to compliance with Section 9.3 the Banks shall not be required to make advances under Section 2.1.

Appraisals. (a) The Agent on behalf of the Lenders Banks shall require Appraisals of each of the Mortgaged PropertiesProperty and the Mezzanine Property in the event that the Borrower exercises its extension option pursuant to Section 2.8, which will be ordered by the Agent and reviewed and approved by the appraisal department departments of the Agent from time to timeMajority Banks, in order to determine the current Appraised Value of the Mortgaged Property and Borrowing Base of each Mortgaged the Mezzanine Property, and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs of all such Appraisals relating to the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees of the Agent)Appraisals; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing and regulatory requirements of any Lender Bank generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender Bank shall not require more frequent Appraisals, and except as otherwise provided in required with respect to the addition of Eligible Real Estate as a Mortgaged Property under Section 5.2(b) or Section 5.2(e)5.4, the Borrower shall not be required to pay for an Appraisal for of a particular Mortgaged Property more often than once or Mezzanine Property except in any twenty-four (24) month period, connection with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), the first Appraisal of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior to the date which is twenty-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered to the Agent pursuant to this Agreementextension request. (b) Notwithstanding the provisions of Section 5.2(a), the Agent on behalf of may obtain Appraisals or perform internal studies updating and revising prior Appraisals with respect to the Lenders mayMortgaged Property and the Mezzanine Property or such portion thereof as the Majority Banks shall determine, for the purpose of determining the current Appraised Value of the Mortgaged Property and Borrowing Base the Mezzanine Property at any time following a partial condemnation of or uninsured casualty to a Mortgaged Property, obtain Property or a Mezzanine Property (and the Borrower provided that such Appraisal shall pay be limited to the Agent on demand all reasonable out-of-pocket costs (which costs affected property). The expense of such Appraisals and updates performed pursuant to this Section 5.2(b) shall include any reasonable internal appraisal review fees of thebe borne by the Borrower.

Appraisals. (a) The Agent on behalf of the Lenders Banks shall require Appraisals of each of the Mortgaged PropertiesProperty and the Mezzanine Property in the event that the Borrower exercises its extension option pursuant to Section 2.8, which will be ordered by the Agent and reviewed and approved by the appraisal department departments of the Agent from time to timeMajority Banks, in order to determine the current Appraised Value of the Mortgaged Property and Borrowing Base of each Mortgaged the Mezzanine Property, and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs of all such Appraisals relating to the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees of the Agent)Appraisals; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing and regulatory requirements of any Lender Bank generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender Bank shall not require more frequent Appraisals, and except as otherwise provided in required with respect to the approval of Eligible Real Estate as a Mortgaged Property under Section 5.2(b) or Section 5.2(e)5.4, the Borrower shall not be required to pay for an Appraisal for of a particular Mortgaged Property more often than once or Mezzanine Property except in any twenty-four (24) month period, connection with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), the first Appraisal of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior to the date which is twenty-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered to the Agent pursuant to this Agreementextension request. (b) Notwithstanding the provisions of Section 5.2(a), the Agent on behalf of may obtain Appraisals or perform internal studies updating and revising prior Appraisals with respect to the Lenders mayMortgaged Property and the Mezzanine Property or such portion thereof as the Majority Banks shall determine, for the purpose of determining the current Appraised Value of the Mortgaged Property and Borrowing Base the Mezzanine Property at any time following a partial condemnation of or uninsured casualty to a Mortgaged Property, obtain Property or a Mezzanine Property (and the Borrower provided that such Appraisal shall pay be limited to the Agent on demand all reasonable out-of-pocket costs (which costs affected property). The expense of such Appraisals and updates performed pursuant to this Section 5.2(b) shall include any reasonable internal appraisal review fees of thebe borne by the Borrower.

Appraisals. (a) The Agent on behalf Manager shall cause all of the Lenders shall require Appraisals of each Projects to be (i) valued by the Manager internally (subject to approval by Investor) at the expense of the Mortgaged Properties, which will be ordered by the Agent and reviewed and approved by the appraisal department of the Agent from time to time, in order to determine the current Appraised Value and Borrowing Base of each Mortgaged Property, and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs of all such Appraisals relating to the Mortgaged Properties Manager (which costs shall include except for any reasonable internal appraisal review fees of the AgentSpecial Consultants which shall be Company expenses); provided, howeverfor each calendar quarter for which an appraisal by a Qualified Appraiser is not being conducted pursuant to the provisions below, that so long as no Default or Event of Default shall have occurred and be continuing and regulatory requirements of any Lender generally applicable to real estate loans (ii) appraised on an annual basis by a Qualified Appraiser at the expense of the category made under Company. The Projects shall be appraised and valued in the manners specified in this Agreement as reasonably interpreted on a rolling basis, such that each Project shall be appraised by such Lender shall a Qualified Appraiser within the first year following its acquisition by the Company and not require more frequent Appraisals, and except as otherwise provided in Section 5.2(b) or Section 5.2(e), the Borrower shall not be required to pay for an Appraisal for a particular Mortgaged Property more often less frequently than once in any twenty-four (24) month periodevery year thereafter, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), the first Appraisal of unless less frequent appraisals by a Mortgaged Property Qualified Appraiser for which the Borrower particular Projects are approved by Investor. Each annual appraisal by a Qualified Appraiser shall be financially responsible shall not be required finalized no later than two (2) weeks prior to the date end of the calendar quarter in which such appraisal is twenty-four (24) months from being conducted, and shall reflect a valuation as of the date last business day of initial Appraisal for such Mortgaged Property delivered calendar quarter. Completed drafts of Manager's internal valuations shall be submitted to Investor and Investor's valuation consultant on or before the Agent pursuant to this Agreementfirst day of the last month of each applicable calendar quarter, and shall reflect a valuation as of the last business day of such calendar quarter. (b) Notwithstanding Investor may require an appraisal of any or all Projects more often than the provisions frequency set forth above if necessary or appropriate to satisfy the policies and procedures of Section 5.2(aInvestor. All appraisals and valuations shall be conducted in compliance with Investor's then-applicable standards and requirements for real estate appraisals, including without limitation the requirements of Investor's valuation consultant (currently RERC), the Agent on behalf of the Lenders may, for the purpose of determining the current Appraised Value and Borrowing Base of a Mortgaged Property, obtain (and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal reports or supporting documentation such valuation consultant may require. Investor's current standards for real estate appraisals and valuations are the Real Estate Information Standards (▇▇▇▇) and the Global Investment Performance Standards (GIPS), and accordingly all Projects must be valued in accordance with such standards including without limitation the definition of 'Fair Value' as described by GIPS. For so long as Investor's standards and requirements for real estate appraisals require compliance with ▇▇▇▇ and ▇▇▇▇, Manager shall periodically review fees of the▇▇▇▇ and GIPS and any updates thereto to verify that appraisals and valuations are being conducted in accordance with the process and frequency required thereunder.

Appraisals. (a) The At any time that the Administrative Agent on behalf requests in its Permitted Discretion, the Borrowers will provide the Administrative Agent with appraisals or updates thereof of their Inventory and following the Lenders shall require Appraisals Discharge of each of the Mortgaged Properties, which will be ordered Existing Term Loan Obligations and compliance by the Agent and reviewed and approved Company with the applicable requirements of Section 4.03, Equipment (to the extent owned by the appraisal department of the Agent from time a Loan Party that is eligible to time, have its Equipment included in order to determine the current Appraised Value and any Borrowing Base of each Mortgaged Property, at such time) and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs of all such Appraisals relating to the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees of the Agent)Eligible Real Estate; provided, however, that so long as no Default such appraisal shall be conducted by an appraiser satisfactory to the Administrative Agent and, except with respect to Eligible Real Estate or during a Level 1 Minimum Availability Period, reasonably satisfactory to the Borrower (it being understood that, with respect to Eligible Real Estate the appraiser shall be selected and engaged by the Administrative Agent), and, in each case, the appraisals shall be prepared on a basis reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulations; provided, however, only one such appraisal per calendar year shall be at the sole expense of the Loan Parties; provided further, however, (a) two such appraisals per calendar year for any such class of assets shall be at the sole expense of the Loan Parties if a Level 2 Minimum Availability Period, solely with respect to clause (a) of such defined term, has been in effect for a period of at least ten consecutive Business Days during such calendar year and (b) if an Event of Default has occurred during any calendar year there shall have occurred be no limitation as to number and frequency of such appraisals during such calendar year that shall be continuing and regulatory requirements at the sole expense of the Loan Parties. The Borrowers also shall, at the sole expense of the Loan Parties, provide one appraisal per calendar year of any Lender generally applicable Eligible Real Estate during a period when a Level 2 Minimum Availability Period has been in effect for a period of at least five consecutive Business Days during such calendar year, which appraisal shall be reasonably satisfactory to real estate loans the Administrative Agent in its sole discretion. For purposes of this Section 5.10, it is understood and agreed that a single appraisal may consist of examinations conducted at multiple relevant sites, both domestic and international, and involve one or more relevant Loan Parties and their assets. The Administrative Agent will conduct not less than one appraisal per calendar year of the category made under this Agreement as reasonably interpreted by such Lender shall not require more frequent Appraisals, Inventory and except as otherwise provided in Section 5.2(b) or Section 5.2(e), Equipment of the Borrower shall not be required to pay for an Appraisal for a particular Mortgaged Property more often than once Loan Parties included in any twenty-four (24) month period, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), the first Appraisal of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior to the date which is twenty-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered to the Agent pursuant to this AgreementBorrowing Base. (b) Notwithstanding the provisions of Section 5.2(a), the Agent on behalf of the Lenders may, for the purpose of determining the current Appraised Value and Borrowing Base of a Mortgaged Property, obtain (and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal review fees of the

Appraisals. (a) The Agent on behalf of the Lenders All appraisals shall require Appraisals of each of the Mortgaged Properties, which will be ordered by the Agent and reviewed and Inbanet or its approved affiliates only after Lender of Record’s receipt of Borrower/s credit approval. Appraisals shall be completed by the appraisal department one of the Agent from time Lender’s list of appraisers. In connection with the preparation or submission of any Loan Package, Broker shall not utilize any real estate appraiser, credit reporting agency, or other vendor that is not acceptable in writing by Lender of Record. Failure to time, in order to determine abide by this material provision shall constitute grounds for rejection of the current Appraised Value and Borrowing Base loan by Lender of each Mortgaged PropertyRecord, and Inbanet shall be held harmless and fully indemnified by Broker regarding the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs Lender’s selection of all such Appraisals relating to the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees of the Agent); providedappraisers. Inbanet may, however, that so long as no Default or Event give consideration to accepting an appraisal previously conducted by an outside source not on the lender’s list, subject to conditions and restrictions (i.e. written approval) set forth herein. Inbanet shall be fully released and held harmless by Broker from any liability resulting from the ordering of Default shall have occurred and be continuing and regulatory requirements an appraisal not authorized by Lender of any Lender generally applicable Record prior to real estate loans the receipt of the category made under this Agreement as reasonably interpreted by such Lender shall not require more frequent Appraisalsloan approval, and except as otherwise provided Broker shall accepts full liability for any such appraisal fees and required refunds in Section 5.2(b) the event of said unauthorized appraisals. Inbanet hereby makes no guarantees, warranties verbal, written and/or implied regarding the Lender’s acceptance or Section 5.2(e)approval of outside appraisals. As such, the Borrower Inbanet shall not be required liable for any underwriting delays and or failures of closing of said loan caused by an outside appraisal. The Lender of Record or its affiliates may request another appraisal from one of their list of appraisers at their sole discretion and at Borrower’s expense. The Lender of Record or its affiliates may charge an appraisal review and environmental insurance study fee as part of underwriting and may require additional time to pay for an Appraisal for a particular Mortgaged Property more often than once in any twenty-four (24) month period, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), the first Appraisal of a Mortgaged Property for which the Borrower shall be financially responsible close said loan. Inbanet shall not be required prior to responsible and shall be held harmless from, among other items, any upfront fees paid by the date which is twenty-four (24) months from Borrower/s as part of underwriting the date of initial Appraisal for such Mortgaged Property delivered to the Agent pursuant to this Agreementcontemplated loan. (b) Notwithstanding the provisions of Section 5.2(a), the Agent on behalf of the Lenders may, for the purpose of determining the current Appraised Value and Borrowing Base of a Mortgaged Property, obtain (and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal review fees of the

Appraisals. (a) The Agent on behalf of the Lenders Banks shall require biennial Appraisals of each of the Mortgaged Properties, which will be ordered by the Agent and reviewed and approved by the appraisal department of the Agent from time to timeAgent, in order to determine the current Appraised Value and Borrowing Base of each the Mortgaged Property, and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs of all such Appraisals relating to the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees Property of the Agent)Borrower; provided, however, that so long as (i) no Default or Event of Default shall have occurred and be continuing and continuing, (ii) regulatory requirements of any Lender Bank generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender Bank shall not require more frequent Appraisals, Appraisals and except (iii) there has been no material change in the market for the leasing of any of the Mortgaged Properties as otherwise provided in Section 5.2(b) or Section 5.2(e)reasonably determined by the Agent, the Borrower shall not be required to pay for an Appraisal Appraisals for a particular Mortgaged Property more often than once in any twenty-four (24) month period, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), that unless any such condition shall occur the first Appraisal Appraisals of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior to the date which is twenty-four (24) months from the date of initial the Appraisal for such Mortgaged Property delivered to the Agent pursuant to this Agreement or the Prior Credit Agreement. Notwithstanding the foregoing provisions, however, in the event of a material change of the type referred to in clause (iii), the Borrower shall not be required to pay for Appraisals of the affected Mortgaged Property or Mortgaged Properties more often than once in any twelve (12) month period. (b) Notwithstanding the provisions of Section 5.2(a), the Agent on behalf of the Lenders may, for the purpose of determining the current Appraised Value and Borrowing Base of the applicable Mortgaged Properties, perform annual internal studies updating and revising prior Appraisals with respect to the Mortgaged Properties or such portion thereof as the Agent shall determine at any time (including, without limitation, following a release of a Mortgage Property) following (i) the occurrence of an event or condition which, in the reasonable judgment of the Agent, constitutes a material adverse change with respect to a Mortgaged Property or presents a reasonable likelihood that such a change shall occur in the future or (ii) a condemnation of or uninsured casualty to a Mortgaged Property (provided that any such Appraisal as a result of an event or condition described in clause (i) or (ii) shall be limited to the affected Mortgaged Property). The expense of such Appraisals and updates performed pursuant to this Section 5.2(b) shall be borne by the Borrower, obtain (and provided that the Borrower shall not be required to pay for any update pursuant to Section 5.2(b)(i) more often than once in any twelve (12) month period. (c) In the event that the Agent shall advise the Borrower, on demand all reasonable out-of-pocket costs (which costs the basis of any Appraisal or update pursuant to Section 5.2, that the Borrower's Borrowing Base is insufficient to comply with the requirements of Section 9.1, then until such Borrowing Base shall include be restored to compliance with Section 9.1 the Banks shall not be required to make advances under Section 2.1 or participate in any reasonable internal appraisal review fees Letters of theCredit under Section 2.7.

Appraisals. (a) The Agent on behalf may, in its Permitted Discretion, exercised in a commercially reasonable manner, at any time after the Closing Date, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ Inventory. Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Borrowers as to the identity of any such firm. All of the Lenders shall require Appraisals of each of the Mortgaged Properties, which will be ordered by the Agent fees and reviewed and approved by the appraisal department of the Agent from time to time, in order to determine the current Appraised Value and Borrowing Base of each Mortgaged Property, and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs and expense of all any such Appraisals relating to the Mortgaged Properties firm (which costs collectively, “appraisal amounts”) shall include any reasonable internal be paid for when due, in full and without off-set, by Borrowers and Agent, in its Permitted Discretion, may conduct not less than one (1) such appraisal review fees of the Agent)in each calendar year; providedprovided that, however, that so long as no Default or Event of Default shall have has occurred and be continuing and regulatory requirements of any Lender generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender shall not require more frequent Appraisalsis continuing, and except as otherwise provided in Section 5.2(b) or Section 5.2(e), the Borrower Borrowers shall not be required obligated to pay for an Appraisal for a particular Mortgaged Property the costs, fees and expenses in connection with more often than once one (1) such appraisals in any twentyconsecutive twelve-four (24) month period; provided, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), the first Appraisal of a Mortgaged Property for which the Borrower further Borrowers shall be financially responsible shall not be required prior obligated to pay the costs, fees and expenses in connection with two (2) such appraisals in any consecutive twelve month period to the date which is twenty-four (24) months from extent that a Springing Event has occurred due to an Excess Availability Trigger during such twelve month period. In the date event the value of initial Appraisal for such Mortgaged Property delivered to the Agent Borrowers’ Inventory, as so determined pursuant to this Agreement. (b) Notwithstanding such appraisal, is less than anticipated by Agent or Lenders, such that the provisions Revolving Advances against Eligible In-Tank Inventory, Eligible In-Transit Inventory, Eligible On-Track Inventory, Eligible Stored Natural Gas Inventory, Eligible Commingled Ethanol Inventory and Eligible Crude Oil Inventory are in fact in excess of Section 5.2(a)such Advances permitted hereunder, the Agent on behalf then, promptly upon Agent’s written demand for same, Borrowers shall make mandatory prepayments of the Lenders may, for then outstanding Revolving Advances made against such Eligible Inventory so as to eliminate the purpose of determining the current Appraised Value and Borrowing Base of a Mortgaged Property, obtain (and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal review fees of theexcess Advances.

Appraisals. (a) The Agent on behalf of the Lenders Banks shall require biennial Appraisals of each of the Mortgaged Properties, which will be ordered by the Agent and reviewed and approved by the appraisal department of the Agent, or, if the Agent's appraisal department has determined that the value of any Mortgaged Property is more than five percent (5%) different from the value for such Mortgaged Property as set forth in the Appraisal delivered to the Agent from time to timeby the Borrower, by the appraisal departments of the Majority Banks, in order to determine the current Appraised Value and Borrowing Base of each the Mortgaged Property, and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs of all such Appraisals relating to the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees Property of the Agent)Borrower; provided, however, that so long as (i) no Default or Event of Default shall have occurred and be continuing and continuing, (ii) regulatory requirements of any Lender Bank generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender Bank shall not require more frequent Appraisals, Appraisals and except (iii) there has been no material change in the market for the leasing of any of the Mortgaged Properties as otherwise provided in Section 5.2(b) or Section 5.2(e)reasonably determined by the Agent, the Borrower shall not be required to pay for an Appraisal Appraisals for a particular Mortgaged Property more often than once in any twenty-four (24) month period, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), that unless any such condition shall occur the first Appraisal Appraisals of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior to the date which is twenty-four (24) months from the date of initial the Appraisal for such Mortgaged Property delivered to the Agent pursuant to this Agreement. Notwithstanding the foregoing provisions, however, in the event of a material change of the type referred to in clause (iii), the Borrower shall not be required to pay for Appraisals of the affected Mortgaged Property or Mortgaged Properties more often than once in any twelve (12) month period. (b) Notwithstanding the provisions of Section 5.2(a), the Agent on behalf of the Lenders may, for the purpose of determining the current Appraised Value and Borrowing Base of the applicable Mortgaged Properties, perform annual internal studies updating and revising prior Appraisals with respect to the Mortgaged Properties or such portion thereof as the Agent shall determine at any time following (i) the occurrence of an event or condition which, in the reasonable judgment of the Agent, constitutes a material adverse change with respect to a Mortgaged Property or presents a reasonable likelihood that such a change shall occur in the future or (ii) a condemnation of or uninsured casualty to a Mortgaged Property (provided that any such Appraisal as a result of an event or condition described in clause (i) or (ii) shall be limited to the affected Mortgaged Property). The expense of such Appraisals and updates performed pursuant to this Section 5.2(b) shall be borne by the Borrower, obtain (and provided that the Borrower shall not be required to pay for any update pursuant to Section 5.2(b)(i) more often than once in any twelve (12) month period. (c) In the event that the Agent shall advise the Borrower, on demand all reasonable out-of-pocket costs (which costs the basis of any Appraisal or update pursuant to Section 5.2, that the Borrower's Borrowing Base is insufficient to comply with the requirements of Section 9.1, then until such Borrowing Base shall include be restored to compliance with Section 9.1 the Banks shall not be required to make advances under Section 2.1 or participate in any reasonable internal appraisal review fees Letters of theCredit under Section 2.7. -41- 48

Appraisals. (a) The Agent on behalf of the Lenders Banks shall require biennial Appraisals of each of the Mortgaged PropertiesProperty and the Mezzanine Property, which will be ordered by the Agent and reviewed and approved by the appraisal department departments of the Agent from time to timeMajority Banks, in order to determine the current Appraised Value of the Mortgaged Property and Borrowing Base of each Mortgaged the Mezzanine Property, and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs of all such Appraisals relating to the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees of the Agent)Appraisals; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing and regulatory requirements of any Lender Bank generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender Bank shall not require more frequent Appraisals, and except as otherwise provided in Section 5.2(b) or Section 5.2(e), the Borrower shall not be required to pay for an Appraisal for a particular Mortgaged Property Appraisals more often than once in any twenty24-four (24) month period, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), that unless such condition shall occur the first Appraisal of a Mortgaged Property Appraisals for which the Borrower shall be financially responsible after the Closing Date shall not be required prior to the date which is twenty-four (24) months from second anniversary of the date of initial Appraisal for such Mortgaged Property delivered to the Agent pursuant to this Agreement. (b) Notwithstanding the provisions of Section 5.2(a), the Agent on behalf of may obtain Appraisals or perform internal studies updating and revising prior Appraisals with respect to the Lenders mayMortgaged Property and the Mezzanine Property or such portion thereof as the Majority Banks shall determine, for the purpose of determining the current Appraised Value of the Mortgaged Property and Borrowing Base the Mezzanine Property at any time following a partial condemnation of or uninsured casualty to a Mortgaged Property, obtain Property or the Mezzanine Property (and the Borrower provided that such Appraisal shall pay be limited to the Agent on demand all reasonable out-of-pocket costs (which costs affected property). The expense of such Appraisals and updates performed pursuant to this Section 5.2(b) shall include any reasonable internal appraisal review fees of thebe borne by the Borrower.

Appraisals. (a) The Agent on behalf of the Lenders shall require Appraisals of each of the Mortgaged Properties, which will be ordered by the Agent and reviewed and approved by the appraisal department of the Agent may obtain from time to time, an M.A.I. appraisal of any Property prepared in order to determine accordance with written instructions from the current Appraised Value and Borrowing Base of each Mortgaged Property, and the Borrower shall pay Agent by an independent appraiser engaged directly by or otherwise reasonably acceptable to the Agent on demand all reasonable out-of-pocket costs of all such Appraisals relating and in form reasonably satisfactory to the Mortgaged Properties Agent (which costs including satisfaction of applicable regulatory requirements) (each, an “Appraisal”). Subject to the next succeeding sentence, the cost of any such Appraisal shall include be borne by the Borrowers (i) if such Appraisal is the first Appraisal for a given Property in any reasonable internal appraisal review fees calendar year and (ii) in all events if (w) the Agent orders such Appraisal after the occurrence of an Event of Default, (x) there is, in the Agent); provided’s reasonable judgment, a Material Adverse Change, (y) in connection with a proposed extension pursuant to Section 2.1.5 hereof, or (z) at any time such Appraisal is required by applicable law or regulatory requirements, and, in each such case, such cost is due and payable by the Borrowers upon demand and shall be secured by the Loan Documents. The Borrowers’ obligation to bear the cost of Appraisals of each Property obtained pursuant to clause (i) and subclause (ii)(z) above shall be limited to not more than one (1) Appraisal per Property per Fiscal Year, provided that the foregoing limitation (A) will be suspended following the occurrence and during the continuation of any Default and (B) will terminate upon the occurrence of any Event of Default (it being agreed, however, that so long as no Default if the Agent subsequently grants a full waiver thereof and reinstates the Borrower to good standing hereunder, then the limitation will be considered reinstated on a prospective basis pending the occurrence of a further Event of Default, provided that, for the avoidance of doubt, in the event of a reinstatement following an Event of Default, any Appraisal obtained by the Agent prior to or during the continuance of such Event of Default shall have occurred and be continuing and regulatory requirements of any Lender generally applicable to real estate loans of not count towards the category made under this Agreement as reasonably interpreted by such Lender shall not require more frequent Appraisals, and except as otherwise provided in Section 5.2(b) or Section 5.2(elimitation), the Borrower shall not be required to pay for an Appraisal for a particular Mortgaged Property more often than once in any twenty-four (24) month period, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), the first Appraisal of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior to the date which is twenty-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered to the Agent pursuant to this Agreement. (b) Notwithstanding the provisions of Section 5.2(a), the Agent on behalf of the Lenders may, for the purpose of determining the current Appraised Value and Borrowing Base of a Mortgaged Property, obtain (and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal review fees of the

Appraisals. (a) The Agent on behalf of Loan Parties will provide to the Lenders shall require Appraisals of each of the Mortgaged Properties, which will be ordered by the Agent and reviewed and approved by the appraisal department of the Administrative Agent from time to timetime upon the Administrative Agent’s request, appraisals (or updates thereof) of the Inventory of the Loan Parties from appraisers selected and engaged by the Administrative Agent, prepared on a basis consistent in order to determine all material respects with the current Appraised Value and Borrowing Base of each Mortgaged Property, and the Borrower shall pay inventory appraisals delivered pursuant to the Existing Credit Agreement (with such adjustments as shall be deemed appropriate to reflect events or changes in circumstances after the dates of such appraisals); provided that the Administrative Agent on demand all reasonable out-of-pocket costs shall be entitled to request only one such appraisal in any calendar year, except that (a) at any time when Availability shall have been less than the greater of all such Appraisals relating to the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees i) 17.5% of the Agent); providedCredit Limit then in effect and (ii) $85,000,000 for three consecutive Business Days, howeverthe Administrative Agent may request a second appraisal in the then-current calendar year, that so long as no Default or (b) if an Event of Default shall have occurred and be continuing continuing, there shall be no limitation on the number of appraisals that the Administrative Agent may request and regulatory requirements of (c) if the Company or any Lender generally applicable to real estate loans Restricted Subsidiary shall have consummated any Permitted Acquisition, the Administrative Agent may request a separate appraisal of the category made under this Agreement as reasonably interpreted by inventory acquired thereby to the extent the Loan Parties desire to include such Lender inventory in Eligible Inventory. For purposes of the foregoing, it is understood that a single appraisal may consist of appraisals of the assets of each Loan Party and may be conducted at multiple sites. The first appraisal requested during any 12 month period shall be at the expense of the Loan Parties unless (A) Availability shall have been equal to or greater than 70% of the Credit Limit at all times during the period of 12 months preceding such request and (B) such appraisal is not require more frequent Appraisals, and except as otherwise provided in Section 5.2(brequested pursuant to clause (b) or Section 5.2(e)(c) of the proviso in the first sentence of this Section, in which case the Borrower Loan Parties shall not be required responsible for the expense of such appraisal. Any appraisal requested pursuant to pay for an Appraisal the proviso in the first sentence of this Section shall be at the expense of the Loan Parties, except in the case of clause (a) thereof, if prior to the Administrative Agent’s request for a particular Mortgaged Property more often second appraisal, Availability shall have been greater than once or equal to the greater of (x) 17.5% of the Credit Limit then in any twenty-four effect and (24y) month period$85,000,000 for 30 consecutive days, with in which case the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), the first Appraisal of a Mortgaged Property for which the Borrower shall be financially responsible Loan Parties shall not be required prior responsible for the expense of such second appraisal. Notwithstanding the foregoing, upon reasonable advance notice to the date which is twenty-four (24) months from Company, the date Administrative Agent may request one appraisal in any calendar year in addition to those authorized by the preceding sentences of initial Appraisal this Section; provided that the Loan Parties will not be responsible for such Mortgaged Property delivered to the Agent expense of appraisals conducted pursuant to this Agreementsentence. (b) Notwithstanding the provisions of Section 5.2(a), the Agent on behalf of the Lenders may, for the purpose of determining the current Appraised Value and Borrowing Base of a Mortgaged Property, obtain (and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal review fees of the

Appraisals. (a) The At Borrowers’ option (but as to any Collateral Property, not more than one time during the term of this Agreement and one time with respect to a Villa Unit complex becoming Eligible Owned Real Estate), Administrative Agent shall, on behalf of the Lenders shall require Lenders, obtain current Appraisals of each of the Mortgaged Collateral Properties, which . Such Appraisals will be ordered by the Agent and reviewed and approved by the appraisal department of the Agent from time to timeAdministrative Agent, in order to determine the current Appraised Value and Borrowing Base of each Mortgaged Propertythe Collateral Properties, and the Borrower Borrowers shall pay to the Administrative Agent on within ten (10) days of demand all reasonable out-of-pocket costs of all such Appraisals. For the avoidance of doubt, the Appraisals relating must be acceptable to Administrative Agent. (b) Administrative Agent may obtain new Appraisals or an update to existing Appraisals with respect to the Mortgaged Properties Real Estate, or any of them, as Administrative Agent shall determine (which costs shall include i) at any reasonable internal appraisal review fees of time that the Agent); provided, however, that so long as no Default or Event of Default shall have occurred and be continuing and regulatory requirements of any Lender generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender shall require that such Lender obtain a new or updated Appraisal in order to comply with such regulatory requirements, (ii) in connection with an expansion of a Collateral Property (but only with respect to such Collateral Property), (iii) at any time that a Default or Event of Default has occurred and is continuing, (iv) if Administrative Agent reasonably believes that there has been a casualty (which is not require more frequent Appraisalsbeing restored in accordance with the terms of the Loan Documents), Taking or material adverse change or deterioration with respect to a Collateral Property itself (as opposed to a material adverse change in the market in which such Collateral Property is located or other changes in facts or circumstances that do not relate just to such Collateral Property) and except as otherwise provided in (v) at the request of Required Lenders, one (1) other time during the term of this Agreement. The expense of such Appraisals or updates performed pursuant to this Section 5.2(b) or Section 5.2(e)shall be borne by Borrowers and payable to Administrative Agent within fifteen (15) days of demand. Notwithstanding the foregoing, the Borrower no Collateral Property shall not be required to pay for an Appraisal for a particular Mortgaged Property appraised more often than once in any twenty-four twelve (2412)-month period for purposes of determining Borrowing Base Availability. (c) month period, with Each Borrower acknowledges that Administrative Agent has the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), the first right to approve any Appraisal of a Mortgaged Property for which the Borrower shall be financially responsible shall not be required prior to the date which is twenty-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered to the Agent performed pursuant to this Agreement. (b) Notwithstanding . Each Borrower further agrees that the provisions Lenders and Administrative Agent do not make any representations or warranties with respect to any such Appraisal and shall have no liability as a result of Section 5.2(a)or in connection with any such Appraisal for statements contained in such Appraisal, including the Agent on behalf accuracy and completeness of information, estimates, conclusions and opinions contained in such Appraisal, or variance of such Appraisal from the fair value of such property that is the subject of such Appraisal given by the local tax assessor’s office, or such Borrower’s idea of the Lenders may, for the purpose value of determining the current Appraised Value and Borrowing Base of a Mortgaged Property, obtain (and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs (which costs shall include any reasonable internal appraisal review fees of thesuch property.

Appraisals. (a) The Agent on behalf of the Lenders Banks shall require biennial Appraisals of each of the Mortgaged PropertiesProperty, which will be ordered by the Agent and reviewed and approved by the appraisal department departments of the Agent from time to timeMajority Banks, in order to determine the current Appraised Value and Borrowing Base of each the Mortgaged Property, and the Borrower shall pay to the Agent on demand all reasonable out-of-pocket costs of all such Appraisals relating to the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees of the Agent)Appraisals; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing and regulatory requirements of any Lender Bank generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender Bank shall not require more frequent Appraisals, and except as otherwise provided in required with respect to the addition of Eligible Real Estate as a Mortgaged Property under Section 5.2(b) or Section 5.2(e)5.4, the Borrower shall not be required to pay for an Appraisal for a particular Mortgaged Property Appraisals more often than once in any twenty24-four (24) month period, with the result that, except as otherwise provided in Section 5.2(b) or Section 5.2(e), that unless such condition shall occur the first Appraisal of a Mortgaged Property Appraisals for which the Borrower shall be financially responsible after the Closing Date shall not be required prior to the date which is twenty-four (24) months from second anniversary of the date of initial Appraisal for such Mortgaged Property delivered to the Agent pursuant to this Agreement. (b) Notwithstanding the provisions of Section 5.2(a), the Agent on behalf of may obtain Appraisals or perform internal studies updating and revising prior Appraisals with respect to the Lenders mayMortgaged Property or such portion thereof as the Majority Banks shall determine, for the purpose of determining the current Appraised Value and Borrowing Base of the Mortgaged Property (i) at any time following a partial condemnation of or uninsured casualty to a Mortgaged Property, obtain Property (and the Borrower provided that such Appraisal shall pay be limited to the Agent on demand all reasonable out-of-pocket costs (which costs affected property). The expense of such Appraisals and updates performed pursuant to this Section 5.2(b) shall include any reasonable internal appraisal review fees of thebe borne by the Borrower.

Appraisals. (a) The Agent may, on behalf of the Lenders shall require Lenders, obtain current Appraisals of each of the Mortgaged Collateral Pool Properties, which but not more than one time pursuant to this §5.2(a) prior to the Revolving Credit Maturity Date (without regard to any extension thereof). Such Appraisals will be ordered by the Agent and reviewed and approved by the appraisal department of the Agent from time to timeAgent, in order to determine the current Appraised Value and Borrowing Base of each Mortgaged Propertythe Collateral Pool Properties, and the Borrower shall pay to the Agent on within ten (10) days of demand all reasonable out-of-pocket costs of all such Appraisals relating to Appraisals. (b) Notwithstanding the Mortgaged Properties (which costs shall include any reasonable internal appraisal review fees provisions of §5.2(a), the Agent may, for the purpose of determining the current Appraised Value of the Agent); providedCollateral Pool Properties, howeverobtain new Appraisals or an update to existing Appraisals with respect to such property, or any of them, as the Agent or the Majority Lenders shall determine (i) in connection with the Borrower’s exercise of the option to extend the Revolving Credit Maturity Date pursuant to §2.12, (ii) at any time that so long as no Default or Event of Default shall have occurred and be continuing and the regulatory requirements of any Lender generally applicable to real estate loans of the category made under this Agreement as reasonably interpreted by such Lender shall not require more frequent Appraisals, and except as otherwise provided (iii) at any time following a Default or Event of Default, or (iv) if Agent or the Majority Lenders reasonably believes that there has been a material adverse change with respect to any such property including, without limitation, a material change in Section the market in which any such property is located which may affect the value of such property. The expense of such Appraisals and/or updates performed pursuant to this §5.2(b) or Section 5.2(e), shall be borne by the Borrower and payable to Agent within ten business (10) days of demand; provided the Borrower shall not be required obligated to pay for an Appraisal for of a particular Mortgaged Property property obtained pursuant to this §5.2(b)(i)-(iv) more often than once in any twenty-four period of twelve (2412) month period, with the result that, except as otherwise provided in Section 5.2(bmonths. (c) or Section 5.2(e), the first Appraisal of a Mortgaged Property for which the The Borrower shall be financially responsible shall not be required have the option from time to time prior to the date which is twenty-four (24) months from the date of initial Appraisal for such Mortgaged Property delivered Revolving Credit Maturity Date to request that the Agent pursuant to this Agreement. obtain current Appraisals of the Collateral Pool Properties (b) Notwithstanding the provisions or some of Section 5.2(athem). Upon such request, the Agent on behalf shall, at the Borrower’s expense, order such Appraisals and such Appraisals shall be subject to the review and approval by the appraisal department of the Lenders mayAgent, for the purpose of determining in order to determine the current Appraised Value and Borrowing Base appraised value of a Mortgaged Propertythe Collateral Pool Properties, obtain (and the Borrower shall pay to the Agent on within ten (10) days of demand all reasonable outcosts of such Appraisals. Upon approval of the Appraisals ordered pursuant to this §5.2(c), the applicable Appraised Value shall become effective for calculations of covenant purposes under this Agreement. (d) The Borrower acknowledges that the Agent has the right to approve any Appraisal performed pursuant to this Agreement. The Borrower further agrees that the Lenders and Agent do not make any representations or warranties with respect to any such Appraisal and shall have no liability as a result of or in connection with any such Appraisal for statements contained in such Appraisal, including without limitation, the accuracy and completeness of information, estimates, conclusions and opinions contained in such Appraisal, or variance of such Appraisal from the fair value of such property that is the subject of such Appraisal given by the local tax assessor’s office, or the Borrower’s idea of the value of such property (e) Notwithstanding the Borrower's right to request updated Appraisals of the Collateral Pool Properties pursuant to §5.2(c) above, the Borrower shall be required to direct Agent to obtain current Appraisals (or updates of existing Appraisals) of not less than twenty-of-pocket five percent (25.0%) of the Collateral Pool Properties used to calculate Collateral Pool Availability as of January 1 of each calendar year; provided, however, that none of those Collateral Pool Properties for which Borrower requests an Appraisal pursuant to this §5.2(e) shall be a Collateral Pool Property for which a new or updated Appraisal has been obtained during the prior twelve (12) calendar month period. Upon such request, the Agent shall, at the Borrower’s expense, order such Appraisals and such Appraisals shall be subject to the review and approval by the appraisal department of the Agent, in order to determine the current appraised value of the Collateral Pool Properties, and the Borrower shall pay to Agent within ten (10) days of demand all reasonable costs of such Appraisals. Borrower acknowledges and agrees that all Appraisals (which costs shall include any reasonable internal appraisal review fees or updates of theexisting Appraisals) required to be obtained by Borrower under this §5.2(e) must be reviewed and accepted by Agent by no later than December 31 of the same calendar year.