Common use of Discharge, Release and Reinstatement of Guarantee In Certain Circumstances Clause in Contracts

Discharge, Release and Reinstatement of Guarantee In Certain Circumstances. (1) Subject to Sections 6.04(2), each of the Subsidiary Guarantor’s obligations hereunder with respect to the Notes shall remain in full force and effect until all Guaranteed Obligations with respect to the Notes shall have been indefeasibly paid in full. If at any time any payment of the principal of or interest on any Note or any other amount payable by the Company or any other party hereunder or under the Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each of the Subsidiary Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. (2) A Subsidiary Guarantor shall be automatically and unconditionally released from its Subsidiary Guarantee (i) if it no longer guarantees any other Publicly Traded Debt Securities (other than by reason of payment under any guarantee of any such Publicly Traded Debt Securities), (ii) if as a result of the sale or other disposition of its capital stock, it ceases to be a Subsidiary of the Company, (iii) upon a sale or other disposition of all or substantially all of its assets, or (iv) upon a merger or consolidation of a Subsidiary Guarantor with a Person other than the Company or another Subsidiary Guarantor. The Trustee shall, at the sole cost and expense of the Company and upon receipt an Opinion of Counsel that the provisions of Sections 6.04(2) have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate certifying as to the compliance with Sections 6.04(2). Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Notes and the other obligations of the Company hereunder as provided in this Article Six.

Discharge, Release and Reinstatement of Guarantee In Certain Circumstances. (1) Subject to Sections 6.04(2) and (3), each of the Subsidiary Guarantor’s obligations hereunder with respect to the any series of Notes shall remain in full force and effect until all Guaranteed Obligations with respect to the such series of Notes shall have been indefeasibly paid in full. If at any time any payment of the principal of or interest on any Note or any other amount payable by the Company or any other party hereunder or under the Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each of the Subsidiary Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. (2) A Subsidiary In the event a Guarantor shall be automatically and unconditionally released from its Subsidiary Guarantee is sold or disposed of (i) if it no longer guarantees any other Publicly Traded Debt Securities (other than whether by reason of payment under any guarantee of any such Publicly Traded Debt Securities)merger, (ii) if as a result of consolidation, the sale or other disposition of its capital stock, it ceases to be a Subsidiary of stock or the Company, (iii) upon a sale or other disposition of all or substantially all of its assets, assets (other than by lease)) and whether or (iv) upon a merger or consolidation of a Subsidiary not the Guarantor with is the surviving corporation in such transaction to a Person other than which is not the Company or another a Restricted Subsidiary Guarantorof the Company, such Guarantor will be released from its obligations under its guarantee if: (i) the sale or other disposition is in compliance with the Indenture; and (ii) all the obligations of such Guarantor under any agreements relating to any other Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction. (3) In the event that any Guarantor ceases to be a Restricted Subsidiary of the Company in the Homebuilding Segment, such Guarantor shall be released and discharged from all obligations under this Article Six without any further action required on the part of the Trustee or any Holder; provided that at the time of and immediately after such Guarantor ceases to be a Restricted Subsidiary of the Company in the Homebuilding Segment, no Default or Event of Default shall have occurred and be continuing with respect to any series of Notes. The Trustee shall, at the sole cost and expense of the Company and upon receipt an Opinion of Counsel that the provisions of Sections 6.04(2) or (3) have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate certifying as to the compliance with Sections 6.04(2) or (3). Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Notes and the other obligations of the Company hereunder as provided in this Article Six.

Discharge, Release and Reinstatement of Guarantee In Certain Circumstances. (1) Subject to Sections 6.04(2) and (3), each of the Subsidiary Guarantor’s obligations hereunder with respect to the Notes shall remain in full force and effect until all Guaranteed Obligations with respect to the Notes shall have been indefeasibly paid in full. If at any time any payment of the principal of or interest on any Note or any other amount payable by the Company or any other party hereunder or under the Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each of the Subsidiary Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. (2) A In the event a Subsidiary Guarantor shall be automatically and unconditionally released from its Subsidiary Guarantee is sold or disposed of (i) if it no longer guarantees any other Publicly Traded Debt Securities (other than whether by reason of payment under any guarantee of any such Publicly Traded Debt Securities)merger, (ii) if as a result of consolidation, the sale or other disposition of its capital stock, it ceases to be a Subsidiary of stock or the Company, (iii) upon a sale or other disposition of all or substantially all of its assets, assets (other than by lease)) and whether or (iv) upon a merger or consolidation of a not the Subsidiary Guarantor with is the surviving corporation in such transaction to a Person other than which is not the Company or another a Restricted Subsidiary Guarantorof the Company, such Subsidiary Guarantor will be released from its obligations under its guarantee if: (i) the sale or other disposition is in compliance with the Indenture; and (ii) all the obligations of such Subsidiary Guarantor under any agreements relating to any other Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction. (3) In the event that any Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company in the Homebuilding Segment, such Subsidiary Guarantor shall be released and discharged from all obligations under this Article Six without any further action required on the part of the Trustee or any Holder; provided that at the time of and immediately after such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company in the Homebuilding Segment, no Default or Event of Default shall have occurred and be continuing with respect to any series of Notes. The Trustee shall, at the sole cost and expense of the Company and upon receipt an Opinion of Counsel that the provisions of Sections 6.04(2) or (3) have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate certifying as to the compliance with Sections 6.04(2) or (3). Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Notes and the other obligations of the Company hereunder as provided in this Article Six.

Discharge, Release and Reinstatement of Guarantee In Certain Circumstances. (1) Subject to Sections 6.04(2Section 3.04(2), each of the Subsidiary Guarantor’s obligations hereunder with respect to the any series of Notes shall remain in full force and effect until all Guaranteed Obligations with respect to the such series of Notes shall have been indefeasibly paid in full. If at any time any payment of the principal of or interest on any Note or any other amount payable by the Company or any other party hereunder or under the Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each of the Subsidiary Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. (2) A Subsidiary In the event that any Guarantor shall be automatically and unconditionally released from its Subsidiary Guarantee (i) if it no longer guarantees any other Publicly Traded Debt Securities (other than by reason of payment under any guarantee of any such Publicly Traded Debt Securities), (ii) if as a result of the sale or other disposition of its capital stock, it ceases to be a Wholly-Owned Subsidiary of the CompanyCompany in the Homebuilding Segment, (iii) upon such Guarantor shall be released and discharged from all obligations under this Article Three without any further action required on the part of the Trustee or any Holder; provided that at the time of and immediately after such Guarantor ceases to be a sale or other disposition Wholly-Owned Subsidiary of all or substantially all of its assets, or (iv) upon a merger or consolidation of a Subsidiary Guarantor with a Person other than the Company in the Homebuilding Segment, no Default or another Subsidiary GuarantorEvent of Default shall have occurred and be continuing with respect to any series of Notes. The Trustee shall, at the sole cost and expense of the Company and upon receipt of an Opinion of Counsel that the provisions of Sections 6.04(2this Section 3.04(2) have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate certifying as to the compliance with Sections 6.04(2this Section 3.04(2). Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Notes and the other obligations of the Company hereunder as provided in this Article SixThree.

Discharge, Release and Reinstatement of Guarantee In Certain Circumstances. (1) Subject to Sections 6.04(2) and (3), each of the Subsidiary Guarantor’s obligations hereunder with respect to the any series of Notes shall remain in full force and effect until all Guaranteed Obligations with respect to the such series of Notes shall have been indefeasibly paid in full. If at any time any payment of the principal of or interest on any Note or any other amount payable by the Company or any other party hereunder or under the Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each of the Subsidiary Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. (2) A Subsidiary In the event a Guarantor shall be automatically and unconditionally released from its Subsidiary Guarantee is sold or disposed of (i) if it no longer guarantees any other Publicly Traded Debt Securities (other than whether by reason of payment under any guarantee of any such Publicly Traded Debt Securities)merger, (ii) if as a result of consolidation, the sale or other disposition of its capital stock, it ceases to be a Subsidiary of stock or the Company, (iii) upon a sale or other disposition of all or substantially all of its assets, assets (other than by lease)) and whether or (iv) upon a merger or consolidation of a Subsidiary not the Guarantor with is the surviving corporation in such transaction to a Person other than which is not the Company or another a Restricted Subsidiary Guarantorof the Company, such Guarantor will be released from its obligations under its guarantee if: (i) the sale or other disposition is in compliance with the Indenture; and (ii) all the obligations of such Subsidiary Guarantor under any agreements relating to any other Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction. (3) In the event that any Guarantor ceases to be a Restricted Subsidiary of the Company in the Homebuilding Segment, such Guarantor shall be released and discharged from all obligations under this Article Six without any further action required on the part of the Trustee or any Holder; provided that at the time of and immediately after such Guarantor ceases to be a Restricted Subsidiary of the Company in the Homebuilding Segment, no Default or Event of Default shall have occurred and be continuing with respect to any series of Notes. The Trustee shall, at the sole cost and expense of the Company and upon receipt an Opinion of Counsel that the provisions of Sections 6.04(2) or (3) have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate certifying as to the compliance with Sections 6.04(2). Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Notes and the other obligations of the Company hereunder as provided in this Article Six.Sections

Discharge, Release and Reinstatement of Guarantee In Certain Circumstances. (1) Subject to Sections 6.04(2Section 3.04(2), each of the Subsidiary Guarantor’s obligations hereunder with respect to the any series of Notes shall remain in full force and effect until all Guaranteed Obligations with respect to the such series of Notes shall have been indefeasibly paid in full. If at any time any payment of the principal of or interest on any Note or any other amount payable by the Company or any other party hereunder or under the Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each of the Subsidiary Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. (2) A Subsidiary In the event that any Guarantor shall be automatically and unconditionally released from its Subsidiary Guarantee (i) if it no longer guarantees any other Publicly Traded Debt Securities (other than by reason of payment under any guarantee of any such Publicly Traded Debt Securities), (ii) if as a result of the sale or other disposition of its capital stock, it ceases to be a Wholly-Owned Subsidiary of the CompanyCompany in the Homebuilding Segment, (iii) upon such Guarantor shall be released and discharged from all obligations under this Article Three without any further action required on the part of the Trustee or any Holder; provided that at the time of and immediately after such Guarantor ceases to be a sale or other disposition Wholly-Owned Subsidiary of all or substantially all of its assets, or (iv) upon a merger or consolidation of a Subsidiary Guarantor with a Person other than the Company in the Homebuilding Segment, no Default or another Subsidiary GuarantorEvent of Default shall have occurred and be continuing with respect to any series of Notes. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of Sections 6.04(2this Section 3.04(2) have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate certifying as to the compliance with Sections 6.04(2this Section 3.04(2). Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Notes and the other obligations of the Company hereunder as provided in this Article SixThree.

Discharge, Release and Reinstatement of Guarantee In Certain Circumstances. (1) Subject to Sections 6.04(2) and (3), each of the Subsidiary Guarantor’s obligations hereunder with respect to the any series of Notes shall remain in full force and effect until all Guaranteed Obligations with respect to the such series of Notes shall have been indefeasibly paid in full. If at any time any payment of the principal of or interest on any Note or any other amount payable by the Company or any other party hereunder or under the Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each of the Subsidiary Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. (2) A In the event a Subsidiary Guarantor shall be automatically and unconditionally released from its Subsidiary Guarantee is sold or disposed of (i) if it no longer guarantees any other Publicly Traded Debt Securities (other than whether by reason of payment under any guarantee of any such Publicly Traded Debt Securities)merger, (ii) if as a result of consolidation, the sale or other disposition of its capital stock, it ceases to be a Subsidiary of stock or the Company, (iii) upon a sale or other disposition of all or substantially all of its assets, assets (other than by lease)) and whether or (iv) upon a merger or consolidation of a not the Subsidiary Guarantor with is the surviving corporation in such transaction to a Person other than which is not the Company or another a Restricted Subsidiary Guarantorof the Company, such Subsidiary Guarantor will be released from its obligations under its guarantee if: (i) the sale or other disposition is in compliance with the Indenture; and (ii) all the obligations of such Subsidiary Guarantor under any agreements relating to any other Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction. (3) In the event that any Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company in the Homebuilding Segment, such Subsidiary Guarantor shall be released and discharged from all obligations under this Article Six without any further action required on the part of the Trustee or any Holder; provided that at the time of and immediately after such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company in the Homebuilding Segment, no Default or Event of Default shall have occurred and be continuing with respect to any series of Notes. The Trustee shall, at the sole cost and expense of the Company and upon receipt an Opinion of Counsel that the provisions of Sections 6.04(2) or (3) have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate certifying as to the compliance with Sections 6.04(2) or (3). Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Notes and the other obligations of the Company hereunder as provided in this Article Six.

Discharge, Release and Reinstatement of Guarantee In Certain Circumstances. (1) Subject to Sections 6.04(2) and (3), each of the Subsidiary Guarantor’s obligations hereunder with respect to the any series of Notes shall remain in full force and effect until all Guaranteed Obligations with respect to the such series of Notes shall have been indefeasibly paid in full. If at any time any payment of the principal of or interest on any Note or any other amount payable by the Company or any other party hereunder or under the Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each of the Subsidiary Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. (2) A Subsidiary In the event a Guarantor shall be automatically and unconditionally released from its Subsidiary Guarantee is sold or disposed of (i) if it no longer guarantees any other Publicly Traded Debt Securities (other than whether by reason of payment under any guarantee of any such Publicly Traded Debt Securities)merger, (ii) if as a result of consolidation, the sale or other disposition of its capital stock, it ceases to be a Subsidiary of stock or the Company, (iii) upon a sale or other disposition of all or substantially all of its assets, assets (other than by lease)) and whether or (iv) upon a merger or consolidation of a Subsidiary not the Guarantor with is the surviving corporation in such transaction to a Person other than which is not the Company or another a Restricted Subsidiary Guarantorof the Company, such Guarantor will be released from its obligations under its guarantee if: (i) the sale or other disposition is in compliance with the Indenture; and (ii) all the obligations of such Guarantor under any agreements relating to any other Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction. (3) In the event that any Guarantor ceases to be a Restricted Subsidiary of the Company in the Homebuilding Segment, such Guarantor shall be released and discharged from all obligations under this Article Six without any further action required on the part of the Trustee or any Holder; provided that at the time of and immediately after such Guarantor ceases to be a Restricted Subsidiary of the Company in the Homebuilding Segment, no Default or Event of Default shall have occurred and be continuing with respect to any series of Notes. The Trustee shall, at the sole cost and expense of the Company and upon receipt an Opinion of Counsel that the provisions of Sections 6.04(2) or (3) have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate certifying as to the compliance with Sections 6.04(2). Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Notes and the other obligations of the Company hereunder as provided in this Article Six.Sections