Common use of Additional Guarantees and Release of Guarantees Clause in Contracts

Additional Guarantees and Release of Guarantees. (a) The Company shall not permit any of its Subsidiaries that are not Guarantors, directly or indirectly, to guarantee any Specified Indebtedness (“Guaranteed Indebtedness”) unless such Subsidiary simultaneously executes and delivers to the Trustee a supplemental indenture, in a form reasonably satisfactory to the Trustee, pursuant to which such Subsidiary guarantees, jointly and severally with all other Guarantors, on the same basis as such Guaranteed Indebtedness is guaranteed, the Guaranteed Obligations. The Company shall deliver to the Trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and, subject to customary exceptions, constitutes a valid and legally binding and enforceable obligation of such Subsidiary. If the Guaranteed Indebtedness (1) ranks pari passu in right of payment with the Notes, then the guarantee of such Guaranteed Indebtedness shall rank pari passu with, or be subordinated in right of payment to, the Guarantee of such Subsidiary or (2) is subordinated by its terms in right of payment to the Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated to the Guarantee of such Subsidiary at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. (b) The Guarantee of any Guarantor will be automatically and unconditionally released and discharged so long as: (i) no Default or Event of Default exists or would result from release of such Guarantee; (ii) the Guarantor being released has Consolidated Net Worth of less than 5% of the Company’s Consolidated Net Worth as of the end of the most recent fiscal quarter; (iii) the Guarantors released from their Guarantees in any year-end period comprise in the aggregate less than 10% (or 15% if and to the extent necessary to permit the Company to cure a Default) of the Company’s Consolidated Net Worth as of the end of the most recent fiscal quarter; (iv) such release would not have a material adverse effect on the homebuilding business of the Company and its Subsidiaries; and (v) the Guarantor is released from its guarantee(s) under all Specified Indebtedness (other than by reason of payment under its guarantee of Specified Indebtedness); provided, in each such case, the Company has delivered to the Trustee an Officers’ Certificate and Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transactions have been complied with and that such release is authorized and permitted under the Indenture. (c) If there are no guarantors under any Specified Indebtedness, the Guarantors under this Supplemental Indenture will be released from their Guarantees.

Additional Guarantees and Release of Guarantees. (a) The Company shall not permit any of its Subsidiaries that are not GuarantorsRestricted Subsidiaries, directly or indirectly, to guarantee any Specified Indebtedness (“"Guaranteed Indebtedness”") unless such Restricted Subsidiary simultaneously executes and delivers to the Trustee a supplemental indenture, in a form reasonably satisfactory to the Trustee, pursuant to which such Restricted Subsidiary guarantees, jointly and severally with all other Guarantors, on the same basis as such Guaranteed Indebtedness is guaranteed, the Guaranteed Obligations. The Company shall deliver to the Trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and, subject to customary exceptions, constitutes a valid and legally binding and enforceable obligation of such Subsidiary. If the Guaranteed Indebtedness (1) ranks pari passu in right of payment with the Notes, then the guarantee of such Guaranteed Indebtedness shall rank pari passu with, or be subordinated in right of payment to, the Guarantee of such Restricted Subsidiary or (2) is subordinated by its terms in right of payment to the Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated to the Guarantee of such Restricted Subsidiary at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. (b) The Guarantee of any Guarantor will be automatically and unconditionally released and discharged so long as: (i) no Default or Event of Default exists or would result from release of such Guarantee; (ii) the Guarantor being released has Consolidated Net Worth of less than 5% of the Company’s Company Consolidated Net Worth as of the end of the most recent fiscal quarter; (iii) the Guarantors released from their Guarantees in any year-end period comprise in the aggregate less than 10% (or 15% if and to the extent necessary to permit the Company to cure a Default) of the Company’s 's Consolidated Net Worth as of the end of the most recent fiscal quarter; (iv) such release would not have a material adverse effect on the homebuilding business of the Company and its Subsidiaries; and (v) the Guarantor is released from its guarantee(s) under all Specified Indebtedness (other than by reason of payment under its guarantee of the Specified Indebtedness); provided, in each such case, the Company has delivered to the Trustee an Officers’ ' Certificate and Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transactions have been complied with and that such release is authorized and permitted under the Indenture. (c) If there are no guarantors under any Specified Indebtedness, the Guarantors under this Supplemental Indenture Supplement will be released from their Guarantees.. ARTICLE SEVEN

Additional Guarantees and Release of Guarantees. (a) The Company shall not permit any of its Subsidiaries that are not GuarantorsRestricted Subsidiaries, directly or indirectly, to guarantee any Specified Indebtedness (“Guaranteed Indebtedness”) unless such Restricted Subsidiary simultaneously executes and delivers to the Trustee a supplemental indenture, in a form reasonably satisfactory to the Trustee, pursuant to which such Restricted Subsidiary guarantees, jointly and severally with all other Guarantors, on the same basis as such Guaranteed Indebtedness is guaranteed, the Guaranteed Obligations. The Company shall deliver to the Trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and, subject to customary exceptions, constitutes a valid and legally binding and enforceable obligation of such Subsidiary. If the Guaranteed Indebtedness (1) ranks pari passu in right of payment with the Notes, then the guarantee of such Guaranteed Indebtedness shall rank pari passu with, or be subordinated in right of payment to, the Guarantee of such Restricted Subsidiary or (2) is subordinated by its terms in right of payment to the Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated to the Guarantee of such Restricted Subsidiary at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. (b) The Guarantee of any Guarantor will be automatically and unconditionally released and discharged so long as: (i) no Default or Event of Default exists or would result from release of such Guarantee; (ii) the Guarantor being released has Consolidated Net Worth of less than 5% of the Company’s Consolidated Net Worth as of the end of the most recent fiscal quarter; (iii) the Guarantors released from their Guarantees in any year-end period comprise in the aggregate less than 10% (or 15% if and to the extent necessary to permit the Company to cure a Default) of the Company’s Consolidated Net Worth as of the end of the most recent fiscal quarter; (iv) such release would not have a material adverse effect on the homebuilding business of the Company and its Subsidiaries; and (v) the Guarantor is released from its guarantee(s) under all Specified Indebtedness (other than by reason of payment under its guarantee of Specified Indebtedness); provided, in each such case, the Company has delivered to the Trustee an Officers’ Certificate and Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transactions have been complied with and that such release is authorized and permitted under the Indenture. (c) If there are no guarantors under any Specified Indebtedness, the Guarantors under this Supplemental Indenture will be released from their Guarantees.

Additional Guarantees and Release of Guarantees. (a) The If (a) any Subsidiary that is not a Guarantor shall guarantee any (x) Indebtedness of the Company shall not permit outstanding under any of its Subsidiaries that are not Guarantorsthe Credit Facilities or (y) Publicly Traded Debt Securities (collectively, directly or indirectly, to guarantee any Specified Indebtedness (“Guaranteed Indebtedness”), or (b) unless the Company elects to add any Subsidiary as a Guarantor, then such Subsidiary simultaneously executes shall execute and delivers deliver to the Trustee a supplemental indenture, in a form reasonably satisfactory to the Trustee, pursuant to which such Subsidiary guaranteesshall, jointly and severally with all other Guarantors, unconditionally guarantee all of the Company’s obligations under the Notes and under this Supplemental Indenture on the same basis as such Guaranteed Indebtedness is guaranteed, the Guaranteed Obligationsterms set forth in this Supplemental Indenture. The Company shall deliver to the Trustee an opinion Opinion of counsel Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and, subject to customary exceptions, constitutes a valid and legally legal, valid, binding and enforceable obligation of such Subsidiary. Thereafter, such Subsidiary shall be a Guarantor for all purposes of this Supplemental Indenture until it is released from its obligations as a Guarantor pursuant to the provisions of this Supplemental Indenture. If the Guaranteed Indebtedness (1) ranks pari passu in right of payment with the Notes, then the guarantee of such Guaranteed Indebtedness shall rank pari passu with, or be subordinated in right of payment to, the Guarantee of such Subsidiary or (2) is subordinated by its terms in right of payment to the Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated to the Guarantee of such Subsidiary at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. (b) The Guarantee In the event of (i) the sale or other disposition of Capital Stock of any Guarantor if as a result of such disposition, such Person ceases to be a Subsidiary of the Company, (ii) a sale or other disposition of all or substantially all of the assets of any Guarantor (other than to the Company or another Guarantor), (iii) a merger or consolidation of a Guarantor with a Person other than the Company or another Guarantor, or (iv) a Guarantor ceasing to guarantee any (a) Indebtedness of the Company outstanding under any of the Credit Facilities and (b) Publicly Traded Debt Securities, then such Guarantor (in the case of clauses (i), (ii) and (iv) above) will be automatically and unconditionally released and discharged so long as: from all obligations under the Indenture and the Notes and the Person acquiring such assets (i) no Default or Event in the case of Default exists or would result from release of such Guarantee; clauses (ii) the Guarantor being released has Consolidated Net Worth of less than 5% of the Company’s Consolidated Net Worth as of the end of the most recent fiscal quarter; and (iii) above) shall not be required to assume the Guarantors released from their Guarantees Guarantor’s obligations under the Indenture and the Notes, or otherwise become a Guarantor, in each case without any year-end period comprise in further action required on the aggregate less than 10% (or 15% if and to part of the extent necessary to permit Trustee, any holder of the Notes, the Company to cure a Default) of or any Guarantor; provided that such sale, disposition or other transaction is otherwise in compliance with the Company’s Consolidated Net Worth as of the end of the most recent fiscal quarter; (iv) such release would not have a material adverse effect on the homebuilding business of the Company and its Subsidiaries; and (v) the Guarantor is released from its guarantee(s) under all Specified Indebtedness (other than by reason of payment under its guarantee of Specified Indebtedness)Indenture; provided, in each such case, the Company has delivered to the Trustee an Officers’ Certificate and Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transactions have been complied with and that such release is authorized and permitted under the Indenture. (c) If there are no guarantors under any Specified Indebtedness, the Guarantors under this Supplemental Indenture will be released from their Guarantees.

Additional Guarantees and Release of Guarantees. (a) The Company shall not permit any of its Subsidiaries that are not GuarantorsRestricted Subsidiaries, directly or indirectly, to guarantee any Specified Indebtedness (“"Guaranteed Indebtedness”") unless such Restricted Subsidiary simultaneously executes and delivers to the Trustee a supplemental indenture, in a form reasonably satisfactory to the Trustee, pursuant to which such Restricted Subsidiary guarantees, jointly and severally with all other Guarantors, on the same basis as such Guaranteed Indebtedness is guaranteed, the Guaranteed Obligations. The Company shall deliver to the Trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and, subject to customary exceptions, constitutes a valid and legally binding and enforceable obligation of such Subsidiary. If the Guaranteed Indebtedness (1) ranks pari passu in right of payment with the Notes, then the guarantee of such Guaranteed Indebtedness shall rank pari passu with, or be subordinated in right of payment to, the Guarantee of such Restricted Subsidiary or (2) is subordinated by its terms in right of payment to the Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated to the Guarantee of such Restricted Subsidiary at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. (b) The Guarantee of any Guarantor will be automatically and unconditionally released and discharged so long as: (i) no Default or Event of Default exists or would result from release of such Guarantee; (ii) the Guarantor being released has Consolidated Net Worth of less than 5% of the Company’s Company Consolidated Net Worth as of the end of the most recent fiscal quarter; (iii) the Guarantors released from their Guarantees in any year-end period comprise in the aggregate less than 10% (or 15% if and to the extent necessary to permit the Company to cure a Default) of the Company’s 's Consolidated Net Worth as of the end of the most recent fiscal quarter; (iv) such release would not have a material adverse effect on the homebuilding business of the Company and its Subsidiaries; and (v) the Guarantor is released from its guarantee(s) under all Specified Indebtedness (other than by reason of payment under its guarantee of the Specified Indebtedness); provided, in each such case, the Company has delivered to the Trustee an Officers’ ' Certificate and Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transactions have been complied with and that such release is authorized and permitted under the Indenture. (c) If there are no guarantors under any Specified Indebtedness, the Guarantors under this Supplemental Indenture Supplement will be released from their Guarantees.

Additional Guarantees and Release of Guarantees. (a) The Company shall not permit any of its Subsidiaries that are not GuarantorsRestricted Subsidiaries, directly or indirectly, to guarantee any Specified Indebtedness (“"Guaranteed Indebtedness”") unless such Restricted Subsidiary simultaneously executes and delivers to the Trustee a supplemental indenture, in a form reasonably satisfactory to the Trustee, pursuant to which such Restricted Subsidiary guarantees, jointly and severally with all other Guarantors, on the same basis as such Guaranteed Indebtedness is guaranteed, the Guaranteed Obligations. The Company shall deliver to the Trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and, subject to customary exceptions, constitutes a valid and legally binding and enforceable obligation of such Subsidiary. If the Guaranteed Indebtedness (1) ranks pari passu in right of payment with the Senior Notes, then the guarantee of such Guaranteed Indebtedness shall rank pari passu with, or be subordinated in right of payment to, the Guarantee of such Restricted Subsidiary or (2) is subordinated by its terms in right of payment to the Senior Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated to the Guarantee of such Restricted Subsidiary at least to the extent that the Guaranteed Indebtedness is subordinated to the Senior Notes. (b) The Guarantee of any Guarantor will be automatically and unconditionally released and discharged so long as: (i) no Default or Event of Default exists or would result from release of such Guarantee; (ii) the Guarantor being released has Consolidated Net Worth of less than 5% of the Company’s Company Consolidated Net Worth as of the end of the most recent fiscal quarter; (iii) the Guarantors released from their Guarantees in any year-end period comprise in the aggregate less than 10% (or 15% if and to the extent necessary to permit the Company to cure a Default) of the Company’s 's Consolidated Net Worth as of the end of the most recent fiscal quarter; (iv) such release would not have a material adverse effect on the homebuilding business of the Company and its Subsidiaries; and (v) the Guarantor is released from its guarantee(s) under all Specified Indebtedness (other than by reason of payment under its guarantee of the Specified Indebtedness); provided, in each such case, the Company has delivered to the Trustee an Officers’ ' Certificate and Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transactions have been complied with and that such release is authorized and permitted under the Senior Indenture. (c) If there are no guarantors under any Specified Indebtedness, the Guarantors under this Supplemental Indenture will be released from their Guarantees.