Common use of Frequency of Appraisals Clause in Contracts

Frequency of Appraisals. The Appraised Value of a Borrowing Base Property shall be determined or redetermined, as applicable, under each of the following circumstances: (a) In connection with the acceptance of a Property as a Borrowing Base Property the Administrative Agent will determine the Appraised Value thereof as provided in Section 4.1.; or (b) From time to time upon at least five (5) Business Days written notice to the Borrower and at the Borrower's expense (except as provided below), the Administrative Agent may (and shall at the direction of the Requisite Lenders) redetermine the Appraised Value of a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent) in any of the following circumstances: (i) if a material adverse change occurs with respect to such Borrowing Base Property, including, without limitation, a material deterioration in the Net Operating Income of such Property, a major casualty at such Property that is not fully covered by insurance, a material condemnation of any part of such Property, a material change in the market conditions affecting such Property or a material decrease in the leasing level of such Property; or (ii) at the Lender's expense if necessary in order to comply with FIRREA or other Applicable Law relating to the Administrative Agent or the Lenders; or (iii) if the Administrative Agent determines an Appraisal of any or all of the Borrowing Base Properties is necessary in connection with its determination under Section 4.2.(b) regarding the release of a Borrowing Base Property; or (c) At any time and from time to time but no more than once prior to the initial Maturity Date, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent), all at the Borrower's expense; or (d) At any time and from time to time but no more than once during any one (1) year period, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent), all at the Lenders' expense.

Frequency of Appraisals. The Appraised Value of a Borrowing Base Collateral Property shall be determined or redetermined, as applicable, under each of the following circumstances: (a) In connection with the acceptance of a Property as a Borrowing Base Collateral Property the Administrative Agent will determine the Appraised Value thereof as provided in Section 4.1.; or (b) From time to time upon at least five (5) Business Days written notice to the Borrower and at the Borrower's expense (except as provided below)’s expense, the Administrative Agent may (and shall at the direction of the Requisite Lenders) redetermine the Appraised Value of a Borrowing Base Collateral Property (based on a new Appraisal obtained by the Administrative Agent) in any of the following circumstances: (i) if a material adverse change occurs with respect to such Borrowing Base PropertyCollateral Property that has a Material Adverse Effect (as determined by the Administrative Agent or based on the direction of the Requisite Lenders), including, without limitation, a material deterioration in the Net Operating Income of such Collateral Property, a major casualty at such Collateral Property that is not fully covered by insurance, a material condemnation of any part of such Property, Collateral Property or a material change in the market conditions affecting such Property or a material decrease in the leasing level of such Collateral Property; or (ii) at the Lender's expense if necessary in order to comply with FIRREA or other Applicable Law relating to the Administrative Agent or the Lenders; or (iii) if the Administrative Agent determines an Appraisal of any or all of the Borrowing Base Properties such Property is necessary in connection with its determination under Section 4.2.(b) regarding the release of a Borrowing Base Collateral Property; or (c) At any time and from time to time but no more than once prior to the initial Maturity Dateduring any period of one (1) year, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each Borrowing Base a Collateral Property (based on a new Appraisal obtained by the Administrative Agent), all at the Borrower's ’s expense; or (d) At any time at which there exists an Event of Default, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) obtain an Appraisal of any one or more of the Collateral Properties, all at the Borrower’s expense; or (e) At any time and from time to time but no more than once during any one (1) year periodtime, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each Borrowing Base any Collateral Property (based on a new Appraisal obtained by the Administrative Agent), all at the Lenders' ’ expense.

Frequency of Appraisals. The As-Is Appraised Value of a Borrowing Base Property (or in the case of a Borrowing Base Property that is part of the Kroger Portfolio, the Kroger Portfolio Hypothetical As-Is Appraised Value) shall be determined or redetermined, as applicable, under each of the following circumstances: (a) In connection with the acceptance of a Property as a Borrowing Base Property the Administrative Agent will determine the As-Is Appraised Value thereof (or in the case of a Borrowing Base Property that is part of the Kroger Portfolio, the Kroger Portfolio Hypothetical As-Is Appraised Value thereof) as provided in Section 4.1., all at the Borrowers’ expense; or (b) From In connection with any Extension Request, the Administrative Agent will determine the As-Is Appraised Value of the Borrowing Base Properties (or in the case of a Borrowing Base Property that is part of the Kroger Portfolio, the Kroger Portfolio Hypothetical As-Is Appraised Value) as provided in Section 2.14, all at the Borrowers’ expense; or (c) At any time and from time to time upon at least five (5) Business Days written notice to but no more than once during the Borrower and at initial term of the Borrower's expense (except as provided below)Loan, the Administrative Agent may (and shall at the direction of the Requisite Lenders) redetermine the As-Is Appraised Value of a Borrowing Base Property (or in the case of a Borrowing Base Property that is part of the Kroger Portfolio, the Kroger Portfolio Hypothetical As-Is Appraised Value) based on a new Appraisal obtained by the Administrative Agent) Agent in any of the following circumstances, all at the Borrowers’ expense: (i) if a material adverse change occurs with respect to such Borrowing Base Property, including, without limitation, a material deterioration in the Net Operating Income of such Property, a major casualty at such Property that is not fully covered by insurance, a material condemnation of any part of such Property, a material change in the market conditions affecting such Property or a material decrease in the leasing level of such Property; or (ii) at the Lender's expense if necessary in order to comply with FIRREA or other Applicable Law relating to the Administrative Agent or the Lenders; or (iii) if the Administrative Agent determines an Appraisal of any or all of the Borrowing Base Properties such Property is necessary in connection with its determination under Section 4.2.(b4.2(b) regarding the release of a Borrowing Base Property; or (cd) At any time and from time to time but no more than once prior to the initial Maturity Datewhile a Default or Event of Default exists, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) redetermine the As-Is Appraised Value of each a Borrowing Base Property (or in the case of a Borrowing Base Property that is part of the Kroger Portfolio, the Kroger Portfolio Hypothetical As-Is Appraised Value) based on a new Appraisal obtained by the Administrative Agent), all at the Borrower's Borrowers’ expense; or (de) At any time and from time to time but no more than once during any one (1) year periodtime, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) redetermine the As-Is Appraised Value of each a Borrowing Base Property (or in the case of a Borrowing Base Property that is part of the Kroger Portfolio, the Kroger Portfolio Hypothetical As-Is Appraised Value) based on a new Appraisal obtained by the Administrative Agent), all at the Lenders' ’ expense.

Frequency of Appraisals. The Appraised Value of a Borrowing Base Collateral Property shall be determined or redetermined, as applicable, under each of the following circumstances: (a) In connection with the acceptance of a Property as a Borrowing Base Property the Administrative The Agent will determine obtain new Appraisals for each of the Appraised Value thereof as provided Collateral Properties in Section 4.1.; orthe first fiscal quarter of 2010, and such Appraisals shall be at the sole cost of the Borrower; (b) From time The Agent will also be allowed to time upon obtain new Appraisals of the Collateral Properties once every twelve (12) months following the date of the respective Appraisal described in subsection (a) above, or more frequently if (a) the Agent has a reasonable basis to believe that the value of any Collateral Property has changed (but in no event more than once every six (6) months) or (b) a Default or an Event of Default exists. Any such Appraisals will be at least the sole cost of the Borrower. The Borrowing Base shall be redetermined as a result of delivery of any new Appraisal performed under clause (a) or (b) of this Section 4.4. or under Section 4.5. below, in each case to the extent such Appraisal is accepted by the Agent pursuant to Section 4.3.; and within five (5) Business Days written after Borrower’s receipt of notice from the Agent that the Agent has accepted such Appraisal, the Borrower shall deliver to the Borrower Agent, a Borrowing Base Certificate reflecting the Borrowing Base after giving effect to the new Appraised Value of any applicable Properties. (c) Following any “Casualty Event” under and at as defined in any Security Deed or any “Condemnation Event” under and as defined in any Security Deed; and (d) Upon the Borrower's expense (except as provided below)’s written request for a redetermination of the Appraised Value of a Property, the Administrative Agent may (and shall at the direction of the Requisite Lenders) redetermine the Appraised Value of a Borrowing Base such Property (based on a new Appraisal of such Property obtained by the Administrative Agent) in any of the following circumstances: (i) if a material adverse change occurs with respect to such Borrowing Base Property, including, without limitation, a material deterioration in the Net Operating Income of such Property, a major casualty at such Property that is not fully covered by insurance, a material condemnation of any part of such Property, a material change in the market conditions affecting such Property or a material decrease in the leasing level of such Property; or (ii) at the Lender's expense if necessary in order to comply with FIRREA or other Applicable Law relating to the Administrative Agent or the Lenders; or (iii) if the Administrative Agent determines an Appraisal of any or all of the Borrowing Base Properties is necessary in connection with its determination under Section 4.2.(b) regarding the release of a Borrowing Base Property; or (c) At any time and from time to time but no more than once prior to the initial Maturity Date, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent), all at the Borrower's ’s expense; or (d) At any time and from time to time but no more than once during any one (1) year periodprovided, that the Administrative Agent Borrower may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each Borrowing Base Property (based on request a new Appraisal obtained by the Administrative Agent), all at the Lenders' expenseof a Property pursuant to this subsection only 2 times.

Frequency of Appraisals. The Appraisals of the Borrowing Base Property shall be conducted, and the Appraised Value of a Borrowing Base Property shall be determined or redetermined, as applicable, under each of the following circumstances: (a) In in connection with the acceptance of a Property as into the Borrowing Base, the Appraised Value of a Borrowing Base Property will be determined based on the Administrative Agent will determine Appraisal obtained, at the Appraised Value thereof as provided in Borrower’s sole cost and expense, pursuant to Section 4.1.8.15; or (b) From to the extent the initial Appraisal for a Borrowing Base Property does not include values for each Property type, then in connection with a Borrower request to re-designate a Borrowing Base Property from one Collateral Category to another (e.g., from Lots Under Development to Finished Lots), Administrative Agent, at the Borrower’s sole cost and expense, will re-determine the Appraised Value based on a new Appraisal thereof; or (c) at any time and from time to time, the Administrative Agent shall have the right to have a new Appraisal prepared, at the Borrower’s expense, for any Property included in the Borrowing Base, whose most recent Appraisal is dated more than eighteen (18) months prior to the date of the most recent Borrowing Base (or such lesser time, to the extent required by internal policies of the Administrative Agent); or (d) [intentionally deleted]; or (e) from time to time upon at least five (5) Business Days written notice to the Borrower and at the Borrower's expense (except as provided below)’s sole cost and expense, the Administrative Agent may (and shall at the direction of the Requisite Lenders) redetermine the Appraised Value of a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent) in any of the following circumstances: (i) if a material adverse change occurs with respect to such Borrowing Base Property, including, without limitation, a material deterioration in the Net Operating Income of such Property, a major casualty at such Property that is not fully substantially covered by insurance, a material condemnation of any part of such Property, or a material change in the market conditions affecting such Property or a material decrease in the leasing level environmental condition of such Property; or (ii) at the Lender's expense if necessary in order to comply with FIRREA or other Applicable Law relating to the Administrative Agent or the Lendersany Lender, or to comply with Administrative Agent’s internal policies with respect to Appraisals; or (iiif) if the Administrative Agent determines an Appraisal of any or all of the Borrowing Base Properties is necessary in connection with its determination under Section 4.2.(b) regarding the release of a Borrowing Base Property; or (c) At at any time and from time to time but no more than once prior to the initial Maturity Datewhen an Event of Default exists, the Administrative Agent may (may, in its own discretion, and shall at shall, upon the written direction request of the Requisite Lenders) , redetermine the Appraised Value of each a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent), all at the Borrower's ’s expense; or (dg) At at any time and from time to time but no more than once during any one (1) year periodtime, the Administrative Agent Requisite Lenders may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent), all at the sole cost and expense of the Lenders' expense, with each Lender agreeing to pay to the Administrative Agent such ▇▇▇▇▇▇’s Revolving Commitment Percentage of such costs and expenses. The Borrower shall, at all times, cooperate with the Administrative Agent and the appraisers to cause such Appraisals to be completed.

Frequency of Appraisals. The Prior to the Collateral Release Event, the Appraised Value of a Borrowing Base Secured Pool Property shall be determined or redetermined, as applicable, under each of the following circumstances: (a) In connection with the acceptance of a Property as a Borrowing Base Secured Pool Property the Administrative Agent will determine the Appraised Value thereof as provided in Section 4.1.; or (b) From time to time upon at least five (5) Business Days written notice to the Borrower and at the Borrower's expense (except as provided below)’s expense, the Administrative Agent may (and shall at the direction of the Requisite Lenders) redetermine the Appraised Value of a Borrowing Base Secured Pool Property (based on a new Appraisal obtained by the Administrative Agent) in any of the following circumstances: (i) if a material adverse change occurs with respect to such Borrowing Base Secured Pool Property, including, without limitation, a material deterioration in the Net Operating Income of such Property, a major casualty at such Property that is not fully covered by insurance, a material condemnation of any part of such Property, a material change in the market conditions affecting such Property or a material decrease in the leasing level of such Property; or (ii) at the Lender's expense if necessary in order to comply with FIRREA or other Applicable Law relating to the Administrative Agent or the Lenders; or (iii) if the Administrative Agent determines an Appraisal of any or all of the Borrowing Base Properties such Property is necessary in connection with its determination under Section 4.2.(b4.2(b) regarding the release of a Borrowing Base Secured Pool Property; or (c) Once during the period prior to the Collateral Release Event (but not during the six month period prior to the Tranche B Term Loan Maturity Date), or more frequently if any Default or Event of Default has occurred and is continuing, upon written notice from the Administrative Agent to the Borrower, all at the Borrower’s expense; (d) At any time by the request of the Borrower, at the Borrower’s expense; or (e) At any time and from time to time but no more than once prior to the initial Maturity Datetime, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent), all at the Borrower's expense; or (d) At any time and from time to time but no more than once during any one (1) year period, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each Borrowing Base Secured Pool Property (based on a new Appraisal obtained by the Administrative Agent), all at the Lenders' ’ expense. All Appraisals shall be engaged by the Administrative Agent and subject to satisfactory review and approval of the Administrative Agent.

Frequency of Appraisals. The (a) Prior to the occurrence of a Trigger Event, Appraisals of the Borrowing Base Property shall be conducted, and the Appraised Value of a Borrowing Base Property shall be determined or redetermined, as applicable, under each of the following circumstances: (ai) In connection with the acceptance of a Property as a Borrowing Base Property the Administrative Agent will determine the Appraised Value thereof as provided in Section 4.1Intentionally Deleted.; or (bii) From time to time upon at least five (5) Business Days written notice to the Borrower and at the Borrower's expense (except as provided below)’s sole cost and expense, the Administrative Agent may (and shall at the direction of the Requisite Lenders) redetermine the Appraised Value of a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent) in any of the following circumstances: (iA) if a material adverse change occurs with respect to such Borrowing Base Property, including, without limitation, a material deterioration in the Net Operating Income of such Property, a major casualty at such Property that is not fully NAI-1502661059v7 63 substantially covered by insurance, a material condemnation of any part of such Property, or a material change in the market conditions affecting such Property or a material decrease in the leasing level environmental condition of such Property; or (iiB) at the Lender's expense if necessary in order to comply with FIRREA or other Applicable Law relating to the Administrative Agent or the Lenders; orany Lender. (iii) if the Administrative Agent determines an Appraisal of any or all of the Borrowing Base Properties is necessary in connection with its determination under Section 4.2.(b) regarding the release of a Borrowing Base Property; or (c) At any time and from time to time but no more than once prior to the initial Maturity Datewhen an Event of Default exists, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of a Borrowing Base Property (based on a new Appraisal obtained by Administrative Agent), all at the Borrower’s expense; or (iv) At any time and from time to time, the Requisite Lenders may redetermine the Appraised Value of a Borrowing Base Property (based on a new Appraisal obtained by Administrative Agent), all at the sole cost and expense of the Lenders, with each Lender agreeing to pay to Agent such Lender’s Pro Rata Share of such costs and expenses. (b) After the occurrence of a Trigger Event, Appraisals of the Borrowing Base Property shall be conducted, and the Appraised Value of Borrowing Base Property shall be determined or redetermined, as applicable, under each of the following circumstances: (i) In connection with the acceptance of a Property into the Borrowing Base, the Appraised Value of a Borrowing Base Property will be determined based on the Appraisal obtained, at Borrower’s sole cost and expense, pursuant to Section 4.3; or (ii) To the extent the initial Appraisal for a Borrowing Base Property does not include values for each Property type, then in connection with a Borrower request to re-designate a Borrowing Base Property from one Collateral Category to another (e.g., from Lots Under Development to Finished Lots), Administrative Agent, at Borrower sole cost and expense, will re-determine the Appraised Value based on a new Appraisal thereof; or (iii) At any time and from time to time, Administrative Agent shall have the right to have a new Appraisal prepared, at Borrower’s expense, for any Property included in the Borrowing Base, whose most recent Appraisal is dated more than twelve (12) months prior to the date of the most recent Borrowing Base; provided; however, if the existing Appraisal is over twelve (12) months old with respect to Housing Units in a subdivision (i) that are actively selling with sales prices that are at least 95% of (1) the most recent Appraised Values or (2) the previously sold prices in such subdivision, or (ii) which have fewer than 10 Housing Units remaining to sell, then Administrative Agent may, in its sole and absolute discretion, refrain from ordering a new Appraisal; or (iv) At any time and from time to time, Administrative Agent shall have the right, on a quarterly basis, to have updated Appraisals prepared, at Borrower’s sole cost and expense, for up to 25% of the Property included in the Borrowing Base; or (v) From time to time upon at least five (5) Business Days written notice to the Borrower and at the Borrower’s sole cost and expense, the Administrative Agent may redetermine the Appraised Value of a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent)) in any of the following circumstances: (A) if a material adverse change occurs with respect to such Borrowing Base Property, all including, without limitation, a major casualty at such Property that is not NAI-1502661059v7 64 substantially covered by insurance, a material condemnation of any part of such Property, or a material change in the Borrower's expenseenvironmental condition of such Property; or (dB) if necessary in order to comply with FIRREA or other Applicable Law relating to Administrative Agent or any Lender. (vi) At any time and from time to time but no more than once during any one (1) year periodwhen an Event of Default exists, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent), all at the Borrower’s expense; or (vii) At any time and from time to time, the Requisite Lenders may redetermine the Appraised Value of a Borrowing Base Property (based on a new Appraisal obtained by Administrative Agent), all at the sole cost and expense of the Lenders' expense, with each Lender agreeing to pay to Agent such Lender’s Pro Rata Share of such costs and expenses. Borrower shall, at all times, act reasonably to cause such Appraisals to be completed.

Frequency of Appraisals. The Appraised Value of a Borrowing Base the Florida Property shall be determined or redetermined, as applicable, under each of the following circumstances: (a) In connection with The Agent will obtain a new Appraisal for the acceptance Florida Property in the second fiscal quarter of 2012, and such Appraisal shall be at the sole cost of the Borrowers; (b) The Agent may also obtain a new Appraisal of the Florida Property once during every twelve (12) months following the date of the Appraisal described in subsection (a) above, or at any time and more frequently if a Default or an Event of Default exists. Any such Appraisal will be at the sole cost of the Borrowers. The Agent will also be allowed to obtain a new Appraisal of the Florida Property at any other time that the Agent has a reasonable basis to believe that the value of the Florida Property has changed (but in no event more than once every 6 months), in its discretion or at the request of the Requisite Lenders; provided, that any such Appraisal will be at the sole cost of the Lenders. The Borrowing Base shall be redetermined as a Borrowing Base Property result of delivery of any new Appraisal performed under this Section 4.2. or under Section 4.3. below, in each case to the Administrative extent such Appraisal is accepted by the Agent will determine the Appraised Value thereof as provided in pursuant to Section 4.1.; orand within five Business Days after MG Borrower’s receipt of notice from the Agent that the Agent has accepted such Appraisal, the MG Borrower shall deliver to the Agent, a Borrowing Base Certificate reflecting the Borrowing Base after giving effect to the new Appraised Value of any applicable Properties. (bc) From time to time upon at least five (5) Business Days written notice to the Borrower Following any Major Casualty or any “Major Taking” under and as defined in any Security Deed, and such Appraisal shall be at the sole cost of the Borrowers; and (d) Upon the MG Borrower's expense (except as provided below)’s written request for a redetermination of the Appraised Value of the Florida Property, the Administrative Agent may (and shall at the direction of the Requisite Lenders) redetermine the Appraised Value of a Borrowing Base the Florida Property (based on a new Appraisal of the Florida Property obtained by the Administrative Agent) in any of the following circumstances: (i) if a material adverse change occurs with respect to such Borrowing Base Property, including, without limitation, a material deterioration in the Net Operating Income of such Property, a major casualty at such Property that is not fully covered by insurance, a material condemnation of any part of such Property, a material change in the market conditions affecting such Property or a material decrease in the leasing level of such Property; or (ii) at the Lender's expense if necessary in order to comply with FIRREA or other Applicable Law relating to the Administrative Agent or the Lenders; or (iii) if the Administrative Agent determines an Appraisal of any or all of the Borrowing Base Properties is necessary in connection with its determination under Section 4.2.(b) regarding the release of a Borrowing Base Property; or (c) At any time and from time to time but no more than once prior to the initial Maturity Date, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent), all at the Borrower's Borrowers’ expense; or (d) At any time and from time to time but no more than once during any one (1) year periodprovided, that the Administrative Agent MG Borrower may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each Borrowing Base Property (based on request a new Appraisal obtained by of the Administrative Agent), all at the Lenders' expenseFlorida Property pursuant to this subsection only 2 times.

Frequency of Appraisals. The Appraisals of the Borrowing Base Property shall be conducted, and the Appraised Value of a Borrowing Base Property shall be determined or redetermined, as applicable, under each of the following circumstances: (a) In in connection with the acceptance of a Property as into the Borrowing Base, the Appraised Value of a Borrowing Base Property will be determined based on the Administrative Agent will determine Appraisal obtained, at the Appraised Value thereof as provided in Borrower’s sole cost and expense, pursuant to Section 4.1.8.15; or (b) From to the extent the initial Appraisal for a Borrowing Base Property does not include values for each Property type, then in connection with a Borrower request to re-designate a Borrowing Base Property from one Collateral Category to another (e.g., from Lots Under Development to Finished Lots), Administrative Agent, at the Borrower’s sole cost and expense, will re-determine the Appraised Value based on a new Appraisal thereof; or (c) at any time and from time to time, the Administrative Agent shall have the right to have a new Appraisal prepared, at the Borrower’s expense, for any Property included in the Borrowing Base, whose most recent Appraisal is dated more than eighteen (18) months prior to the date of the most recent Borrowing Base (or such lesser time, to the extent required by internal policies of the Administrative Agent); or (d) [intentionally deleted]; or (e) from time to time upon at least five (5) Business Days written notice to the Borrower and at the Borrower's expense (except as provided below)’s sole cost and expense, the Administrative Agent may (and shall at the direction of the Requisite Lenders) redetermine the Appraised Value of a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent) in any of the following circumstances: (i) if a material adverse change occurs with respect to such Borrowing Base Property, including, without limitation, a material deterioration in the Net Operating Income of such Property, a major casualty at such Property that is not fully substantially covered by insurance, a material condemnation of any part of such Property, or a material change in the market conditions affecting such Property or a material decrease in the leasing level environmental condition of such Property; or (ii) at the Lender's expense if necessary in order to comply with FIRREA or other Applicable Law relating to the Administrative Agent or the Lendersany Lender, or to comply with Administrative Agent’s internal policies with respect to Appraisals; or (iiif) if the Administrative Agent determines an Appraisal of any or all of the Borrowing Base Properties is necessary in connection with its determination under Section 4.2.(b) regarding the release of a Borrowing Base Property; or (c) At at any time and from time to time but no more than once prior to the initial Maturity Datewhen an Event of Default exists, the Administrative Agent may (may, in its own discretion, and shall at shall, upon the written direction request of the Requisite Lenders) , redetermine the Appraised Value of each a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent), all at the Borrower's ’s expense; or (dg) At at any time and from time to time but no more than once during any one (1) year periodtime, the Administrative Agent Requisite Lenders may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent), all at the sole cost and expense of the Lenders' expense, with each Lender agreeing to pay to the Administrative Agent such L▇▇▇▇▇’s Revolving Commitment Percentage of such costs and expenses. The Borrower shall, at all times, cooperate with the Administrative Agent and the appraisers to cause such Appraisals to be completed.

Frequency of Appraisals. The Appraised Value of a Borrowing Base Property shall be determined or redetermined, as applicable, under each of the following circumstances: (a) In connection with the acceptance of a Property as a Borrowing Base Property the Administrative Agent will determine the Appraised Value thereof as provided in Section 4.1.; or (b) From time to time upon at least five (5) Business Days written notice to the Borrower and at the Borrower's expense (except as provided below)’s expense, the Administrative Agent may (and shall at the direction of the Requisite Lenders) redetermine the Appraised Value of a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent) in any of the following circumstances: (i) if a material adverse change occurs with respect to such Borrowing Base Property, including, without limitation, a material deterioration in the Net Operating Income of such Property, a major casualty at such Property that is not fully covered by insurance, a material condemnation of any part of such Property, a material change in the market conditions affecting such Property or a material decrease in the leasing level of such Property; or (ii) at the Lender's expense if necessary in order to comply with FIRREA or other Applicable Law relating to the Administrative Agent or the Lenders; or (iiic) Once during any 12-month period (but not during the six month period prior to the Termination Date unless otherwise required pursuant to Section 2.13.), or more frequently if any Default or Event of Default has occurred and is continuing, upon written notice from the Administrative Agent determines an Appraisal of to the Borrower, all at the Borrower’s expense; (d) At any or all time by the request of the Borrowing Base Properties is necessary in connection with its determination under Section 4.2.(b) regarding Borrower, at the release of a Borrowing Base PropertyBorrower’s expense; or (ce) At any time and from time to time but no more than once prior to the initial Maturity Datetime, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent), all at the Borrower's expense; or (d) At any time and from time to time but no more than once during any one (1) year period, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent), all at the Lenders' ’ expense. All Appraisals shall be engaged by the Administrative Agent and subject to the reasonably satisfactory review and approval of the Administrative Agent and the Initial Lenders as provided in the definition of Appraised Value.

Frequency of Appraisals. The Appraised Value of a Borrowing Base Property or the Parking License Agreement, as applicable, shall be determined or redetermined, as applicable, under each of the following circumstances: (a) In connection with the acceptance of a Property as a Borrowing Base Property the Administrative Agent will determine the Appraised Value thereof as provided in Section 4.1.; or (b) From time to time upon at least five (5) Business Days written notice to the Borrower and at Upon the Borrower's expense (except ’s written request for a redetermination of the Appraised Value of a Property or the Parking License Agreement, as provided below)applicable, the Administrative Agent may shall redetermine the Appraised Value of such Property or the Parking License Agreement, as applicable, (and based on a new Appraisal of such Property or the Parking License Agreement, as applicable, obtained by the Administrative Agent), all at the Borrower’s expense; or (c) At any time on or after [January 19, 2012], but no more than once during any calendar year, the Administrative Agent shall at the direction request of the Requisite Lenders) Joint Lead Arrangers redetermine the Appraised Value of a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent) in any of the following circumstances: (i) if a material adverse change occurs with respect to such Borrowing Base Property, including, without limitation, a material deterioration in the Net Operating Income of such Property, a major casualty at such Property that is not fully covered by insurance, a material condemnation of any part of such Property, a material change in the market conditions affecting such Property or a material decrease in the leasing level of such Property; or (ii) at the Lender's expense if necessary in order to comply with FIRREA or other Applicable Law relating to the Administrative Agent or the Lenders; or (iii) if the Administrative Agent determines an Appraisal of any or all of the Borrowing Base Properties is necessary in connection with its determination under Section 4.2.(b) regarding the release of a Borrowing Base Property; or (c) At any time and from time to time but no more than once prior to the initial Maturity DateParking License Agreement, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each Borrowing Base Property as applicable (based on a new Appraisal obtained by the Administrative Agent), all at the Borrower's ’s expense; or (d) At any time and from time to time but no more than once during any one (1) year periodwhile a Default or an Event of Default exists, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each a Borrowing Base Property or the Parking License Agreement, as applicable (based on a new Appraisal obtained by the Administrative Agent), all at the Lenders' Borrower’s expense. The Borrower may request in writing that the Administrative Agent deliver a copy of any of the above referenced Appraisals, and the Administrative Agent shall so provide such a copy within 5 Business Days of such request, so long as (x) the Administrative Agent has completed its review of such Appraisal and such Appraisal is final in the Administrative Agent’s judgment, (y) the Borrower has given the Administrative Agent prior written request therefor and (z) the Borrower has reimbursed the costs and expenses of the Administrative Agent incurred in connection with obtaining such Appraisal.

Frequency of Appraisals. The Appraised Value of a Property included (or to be included) in calculations of the Borrowing Base Property shall be determined or redetermined, as applicable, under each of the following circumstances: (a) In connection with the acceptance of a Property as a Borrowing Base Property the Administrative Agent will determine the Appraised Value thereof as provided in Section 4.1.; or (b) From time to time upon at least five (5) 5 Business Days written notice to the Borrower and at the Borrower's expense (except as provided below)expense, the Administrative Agent may (and shall at the direction of the Requisite Lenders) redetermine the Appraised Value of a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent) in any either of the following circumstances: (i) if a material adverse change occurs with respect to such a Borrowing Base Property, including, without limitation, a material deterioration in the Net Operating Income of such Borrowing Base Property, a major casualty at such Borrowing Base Property that is not fully covered by insurance, a material condemnation of any part of such Borrowing Base Property, a material adverse change in the market conditions affecting such Borrowing Base Property or a material decrease in the leasing level of such Borrowing Base Property; or (ii) at the Lender's expense if necessary in order for the Agent or any Lender to comply with FIRREA or other Applicable Law relating to the Administrative Agent or the Lenders; or (iii) if the Administrative Agent determines an Appraisal of any or all of the Borrowing Base Properties is necessary in connection with its determination under Section 4.2.(b) regarding the release of a Borrowing Base PropertyLaw; or (c) At any time and from time to time but no more than once prior to the initial Maturity Dateduring any period of two years, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent), all at the Borrower's expense; or (d) At any time and from time to time but no more than once during any one (1) year periodtime, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent), all at the Lenders' expense if such redetermination is consented to by the Requisite Lenders (otherwise, such Appraisal shall be at the expense of the Lenders so consenting); or (e) At any time and from time to time, upon the written request of the Borrower and at the Borrower's sole cost and expense, the Agent will redetermine the Appraised Value of a Borrowing Base Property (based upon a new Appraisal obtained by the Agent). At any time an Appraisal is obtained pursuant to subsections (b), (c), (d) and (e) above, the Borrower shall promptly deliver to the Agent a Borrowing Base Certificate which reflects the new Appraised Value for each such Borrowing Base Property determined with respect to any such Appraisal.

Frequency of Appraisals. The (a) Prior to the occurrence of a Trigger Event, Appraisals of the Borrowing Base Property shall be conducted, and the Appraised Value of a Borrowing Base Property shall be determined or redetermined, as applicable, under each of the following circumstances: (ai) In connection with the acceptance of a Property as a Borrowing Base Property the Administrative Agent will determine the Appraised Value thereof as provided in Section 4.1Intentionally Deleted.; or (bii) From time to time upon at least five (5) Business Days written notice to the Borrower and at the Borrower's expense (except as provided below)’s sole cost and expense, the Administrative Agent may (and shall at the direction of the Requisite Lenders) redetermine the Appraised Value of a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent) in any of the following circumstances: (iA) if a material adverse change occurs with respect to such Borrowing Base Property, including, without limitation, a material deterioration in the Net Operating Income of such Property, a major casualty at such Property that is not fully substantially covered by insurance, a material condemnation of any part of such Property, or a material change in the market conditions affecting such Property or a material decrease in the leasing level environmental condition of such Property; or (iiB) at the Lender's expense if necessary in order to comply with FIRREA or other Applicable Law relating to the Administrative Agent or the Lenders; orany Lender. (iii) if the Administrative Agent determines an Appraisal of any or all of the Borrowing Base Properties is necessary in connection with its determination under Section 4.2.(b) regarding the release of a Borrowing Base Property; or (c) At any time and from time to time but no more than once prior to the initial Maturity Datewhen an Event of Default exists, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent), all at the Borrower's ’s expense; or (div) At any time and from time to time but no more than once during any one (1) year periodtime, the Administrative Agent Requisite Lenders may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent), all at the sole cost and expense of the Lenders' , with each Lender agreeing to pay to the Administrative Agent such Lender’s Pro Rata Share of such costs and expenses. (b) After the occurrence of a Trigger Event, Appraisals of the Borrowing Base Property shall be conducted, and the Appraised Value of Borrowing Base Property shall be determined or redetermined, as applicable, under each of the following circumstances: (i) In connection with the acceptance of a Property into the Borrowing Base, the Appraised Value of a Borrowing Base Property will be determined based on the Appraisal obtained, at the Borrower’s sole cost and expense, pursuant to Section 4.3; or (ii) To the extent the initial Appraisal for a Borrowing Base Property does not include values for each Property type, then in connection with a the Borrower request to re-designate a Borrowing Base Property from one Collateral Category to another (e.g., from Lots Under Development to Finished Lots), the Administrative Agent, at the Borrower sole cost and expense, will re-determine the Appraised Value based on a new Appraisal thereof; or (iii) At any time and from time to time, the Administrative Agent shall have the right to have a new Appraisal prepared, at the Borrower’s expense, for any Property included in the Borrowing Base, whose most recent Appraisal is dated more than twelve (12) months prior to the date of the most recent Borrowing Base; provided; however, if the existing Appraisal is over twelve (12) months old with respect to Housing Units in a subdivision (i) that are actively selling with sales prices that are at least 95% of (1) the most recent Appraised Values or (2) the previously sold prices in such subdivision, or (ii) which have fewer than 10 Housing Units remaining to sell, then the Administrative Agent may, in its sole and absolute discretion, refrain from ordering a new Appraisal; or (iv) At any time and from time to time, the Administrative Agent shall have the right, on a quarterly basis, to have updated Appraisals prepared, at the Borrower’s sole cost and expense, for up to 25% of the Property included in the Borrowing Base; or (v) From time to time upon at least five (5) Business Days written notice to the Borrower and at the Borrower’s sole cost and expense, the Administrative Agent may redetermine the Appraised Value of a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent) in any of the following circumstances: (A) if a material adverse change occurs with respect to such Borrowing Base Property, including, without limitation, a major casualty at such Property that is not substantially covered by insurance, a material condemnation of any part of such Property, or a material change in the environmental condition of such Property; or (B) if necessary in order to comply with FIRREA or other Applicable Law relating to the Administrative Agent or any Lender. (vi) At any time and from time to time when an Event of Default exists, the Administrative Agent may redetermine the Appraised Value of a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent), all at the Borrower’s expense; or (vii) At any time and from time to time, the Requisite Lenders may redetermine the Appraised Value of a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent), all at the sole cost and expense of the Lenders, with each Lender agreeing to pay to Agent such Lender’s Pro Rata Share of such costs and expenses. The Borrower shall, at all times, act reasonably to cause such Appraisals to be completed.

Frequency of Appraisals. The (a) Prior to the occurrence of a Trigger Event, Appraisals of the Borrowing Base Property shall be conducted, and the Appraised Value of a Borrowing Base Property shall be determined or redetermined, as applicable, under each of the following circumstances: (ai) In connection with the acceptance of a Property as into the Minimum Land Collateral, the Appraised Value of a Borrowing Base Property will be determined based on the Administrative Agent will determine the Appraised Value thereof as provided in Appraisal obtained, at Borrower’s sole cost and expense, pursuant to Section 4.1.4.2; or (bii) From time to time upon at least five (5) Business Days written notice to the Borrower and at the Borrower's expense (except as provided below)’s sole cost and expense, the Administrative Agent may (and shall at the direction of the Requisite Lenders) redetermine the Appraised Value of a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent) in any of the following circumstances: (iA) if a material adverse change occurs with respect to such Borrowing Base Property, including, without limitation, a material deterioration in the Net Operating Income of such Property, a major casualty at such Property that is not fully substantially covered by insurance, a material condemnation of any part of such Property, or a material change in the market conditions affecting such Property or a material decrease in the leasing level environmental condition of such Property; or (iiB) at the Lender's expense if necessary in order to comply with FIRREA or other Applicable Law relating to the Administrative Agent or the Lenders; orany Lender. (iii) if the Administrative Agent determines an Appraisal of any or all of the Borrowing Base Properties is necessary in connection with its determination under Section 4.2.(b) regarding the release of a Borrowing Base Property; or (c) At any time and from time to time but no more than once prior to the initial Maturity Datewhen an Event of Default exists, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of a Borrowing Base Property (based on a new Appraisal obtained by Administrative Agent), all at the Borrower’s expense; or (iv) At any time and from time to time, the Requisite Lenders may redetermine the Appraised Value of a Borrowing Base Property (based on a new Appraisal obtained by Administrative Agent), all at the sole cost and expense of the Lenders, with each Lender agreeing to pay to Agent such Lender’s Pro Rata Share of such costs and expenses. (b) After the occurrence of a Trigger Event, Appraisals of the Borrowing Base Property shall be conducted, and the Appraised Value of Borrowing Base Property shall be determined or redetermined, as applicable, under each of the following circumstances: (i) In connection with the acceptance of a Property into the Borrowing Base, the Appraised Value of a Borrowing Base Property will be determined based on the Appraisal obtained, at Borrower’s sole cost and expense, pursuant to Section 4.3; or (ii) To the extent the initial Appraisal for a Borrowing Base Property does not include values for each Property type, then in connection with a Borrower request to re-designate a Borrowing Base Property from one Collateral Category to another (e.g., from Lots Under Development to Finished Lots), Administrative Agent, at Borrower sole cost and expense, will re-determine the Appraised Value based on a new Appraisal thereof; or (iii) At any time and from time to time, Administrative Agent shall have the right to have a new Appraisal prepared, at Borrower’s expense, for any Property included in the Borrowing Base, whose most recent Appraisal is dated more than twelve (12) months prior to the date of the most recent Borrowing Base; provided; however, if the existing Appraisal is over twelve (12) months old with respect to Housing Units in a subdivision (i) that are actively selling with sales prices that are at least 95% of (1) the most recent Appraised Values or (2) the previously sold prices in such subdivision, or (ii) which have fewer than 10 Housing Units remaining to sell, then Administrative Agent may, in its sole and absolute discretion, refrain from ordering a new Appraisal; or (iv) At any time and from time to time, Administrative Agent shall have the right, on a quarterly basis, to have updated Appraisals prepared, at Borrower’s sole cost and expense, for up to 25% of the Property included in the Borrowing Base; or (v) From time to time upon at least five (5) Business Days written notice to the Borrower and at the Borrower’s sole cost and expense, the Administrative Agent may redetermine the Appraised Value of a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent)) in any of the following circumstances: (A) if a material adverse change occurs with respect to such Borrowing Base Property, all including, without limitation, a major casualty at such Property that is not substantially covered by insurance, a material condemnation of any part of such Property, or a material change in the Borrower's expenseenvironmental condition of such Property; or (dB) if necessary in order to comply with FIRREA or other Applicable Law relating to Administrative Agent or any Lender. (vi) At any time and from time to time but no more than once during any one (1) year periodwhen an Event of Default exists, the Administrative Agent may (and shall at the written direction of the Requisite Lenders) redetermine the Appraised Value of each a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent), all at the Borrower’s expense; or (vii) At any time and from time to time, the Requisite Lenders may redetermine the Appraised Value of a Borrowing Base Property (based on a new Appraisal obtained by Administrative Agent), all at the sole cost and expense of the Lenders' expense, with each Lender agreeing to pay to Agent such Lender’s Pro Rata Share of such costs and expenses. Borrower shall, at all times, act reasonably to cause such Appraisals to be completed.