Common use of Incurrence of Additional Indebtedness Clause in Contracts

Incurrence of Additional Indebtedness. Borrowers shall not borrow or incur any liability in respect of borrowed money Indebtedness (including, without limitation, loans, notes, bonds or repurchase obligations in respect of any securitizations), financing leases, liabilities for the deferred purchase price of property (excluding accounts payable arising in the ordinary course of business but Including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property), liabilities in respect of interest rate swamps or similar instruments or any guaranties in respect of any of the foregoing, in each case unless (i) the Majority Lenders shall have (prior to the incurrence thereof) consented to the same in writing (which consent shall not be unreasonably withheld or delayed) or (ii) the proceeds of such indebtedness is used to repay the Lenders and permanently reduce the Total Credit Line in an amount equal to the amount of such indebtedness. For the avoidance of doubt, the above restriction (i) does not apply to CountryPlace Mortgage, Ltd. or any other party other than Borrowers and (ii) does not restrict Borrowers’ ability to incur liabilities in respect of letters of credit or capitalized leases. In connection with any request by the Borrowers to incur additional indebtedness otherwise prohibited by this clause (d) and as to which the Borrowers request that the Administrative Agent release or subordinate any portion of the Collateral in favor of another Lender or other party, the Administrative Agent shall not unreasonably withhold or delay the granting of such request; provided that (i) no default or Event or Default has occurred and is continuing under this Agreement or any other agreement; (ii) no default or Event of Default would arise under this Agreement or any other agreement as a result of such incurrence of additional indebtedness; and (iii) the Administrative Agent determines, in its sole discretion, that, after giving effect to such request, the value of the Collateral as to which the Administrative Agent possesses a first priority security interest would be satisfactory to fully support and secure (Including with an adequate collateral cushion as the Administrative Agent may determine) the amount of the Total Credit Line and all of the Borrowers’ covenant requirements and other obligations under this Agreement and all other agreements.”

Incurrence of Additional Indebtedness. Borrowers shall not borrow or incur any liability in respect of borrowed money Indebtedness indebtedness (including, without limitation, loans, notes, bonds or repurchase obligations in respect of any securitizations), financing leases, liabilities for the deferred purchase price of property (excluding accounts payable arising in the ordinary course of business but Including including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property), liabilities in respect of interest rate swamps or similar instruments or any guaranties in respect of any of the foregoingforegoing , in each case unless (i) the Majority Lenders shall have (prior to the incurrence thereof) consented to the same same, in writing (which consent shall not be unreasonably withheld or delayed) or (ii) the proceeds of such indebtedness is used to repay the Lenders and permanently reduce the Total Credit Line in an amount equal to the amount of such indebtedness). For the avoidance of doubt, the above restriction (i) does not apply to CountryPlace Mortgage, Ltd. or any other party other than Borrowers and (ii) does not restrict Borrowers’ ability to incur liabilities in respect of letters of credit or capitalized leases. In connection with any request by the Borrowers to incur additional indebtedness otherwise prohibited by this clause (df) and as to which the Borrowers request that the Administrative Agent release or subordinate any portion of the Collateral in favor of another Lender or other party, the Administrative Agent shall not unreasonably withhold or delay the granting of such request; provided that (i) no default or Event or Default has occurred and is continuing under this Agreement or any other agreement; (ii) no default or Event of Default would arise under this Agreement or any other agreement as a result of such incurrence of additional indebtedness; and (iii) the Administrative Agent determines, in its sole discretion, that, after giving effect to such request, the value of the Collateral as to which the Administrative Agent possesses a first priority security interest would be satisfactory to fully support and secure (Including including with an adequate collateral cushion as the Administrative Agent may determine) the amount of the Total Credit Line and all of the Borrowers’ covenant requirements and other obligations under this Agreement and all other agreements.” Provided that the Borrowers meet the following two tests, which will be monitored on a monthly basis beginning on June 30, 2008, financial covenants “(a)”, “(b)”, and “(c)” listed above will not be measured for the applicable fiscal quarter end. If the Borrowers fail one or more of the tests in the first two months of the applicable fiscal quarter end, the applicable covenants will be in effect, calculated, and measured for the prior fiscal quarter end. If the Borrowers fail one or more of the tests in the third month of the applicable fiscal quarter end, the applicable covenants will be in effect, calculated, and measured for the current fiscal quarter end. The two tests shall be conducted as follows:

Incurrence of Additional Indebtedness. Borrowers shall not borrow or incur any liability in respect of borrowed money Indebtedness indebtedness (including, without limitation, loans, notes, bonds or repurchase obligations in respect of any securitizations), financing leases, liabilities for the deferred purchase price of property (excluding accounts payable arising in the ordinary course of business but Including including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property), liabilities in respect of interest rate swamps or similar instruments or any guaranties in respect of any of the foregoing, in each case unless (i) the Majority Lenders shall have (prior to the incurrence thereof) consented to the same same, in writing (which consent shall not be unreasonably withheld or delayed) or (ii) the proceeds of such indebtedness is used to repay the Lenders and permanently reduce the Total Credit Line in an amount equal to the amount of such indebtedness). For the avoidance of doubt, the above restriction (i) does not apply to CountryPlace Mortgage, Ltd. or any other party other than Borrowers and (ii) does not restrict Borrowers’ ability to incur liabilities in respect of letters of credit or capitalized leases. In connection with any request by the Borrowers to incur additional indebtedness otherwise prohibited by this clause (df) and as to which the Borrowers request that the Administrative Agent release or subordinate any portion of the Collateral in favor of another Lender or other party, the Administrative Agent shall not unreasonably withhold or delay the granting of such request; provided that (i) no default or Event or Default has occurred and is continuing under this Agreement or any other agreement; (ii) no default or Event of Default would arise under this Agreement or any other agreement as a result of such incurrence of additional indebtedness; and (iii) the Administrative Agent determines, in its sole discretion, that, after giving effect to such request, the value of the Collateral as to which the Administrative Agent possesses a first priority security interest would be satisfactory to fully support and secure (Including including with an adequate collateral cushion as the Administrative Agent may determine) the amount of the Total Credit Line and all of the Borrowers’ covenant requirements and other obligations under this Agreement and all other agreements.”

Incurrence of Additional Indebtedness. Borrowers shall not borrow or incur any liability in In respect of borrowed money Indebtedness indebtedness (including, without limitation, loans, notes, bonds or repurchase obligations in respect of any securitizations), financing leases, liabilities for the deferred purchase price of property (excluding accounts payable arising in the ordinary course of business but Including including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property), liabilities in respect of interest rate swamps or similar instruments or any guaranties in respect of any of the foregoing, in each case unless (i) the Majority Lenders shall have (prior to the incurrence thereof) consented to the same same, in writing (which consent shall not be unreasonably withheld or delayed) or (ii) the proceeds of such indebtedness is used to repay the Lenders and permanently reduce the Total Credit Line in an amount equal to the amount of such indebtedness). For the avoidance of doubt, the above restriction (i) does not apply to CountryPlace Mortgage, Ltd. or any other party other than Borrowers and (ii) does not restrict Borrowers’ ability to incur liabilities in respect of letters of credit or capitalized leases. In connection with any request by the Borrowers to incur Incur additional indebtedness Indebtedness otherwise prohibited by this clause (dt) and as to which the Borrowers request that the Administrative Agent release or subordinate any portion of the Collateral in favor of another Lender or other party, the Administrative Agent shall not unreasonably withhold or delay the granting of such request; provided that (i) no default or Event or Default has occurred and is continuing under this Agreement or any other agreement; (ii) no default or Event of Default would arise under this Agreement or any other agreement as a result of such incurrence of additional indebtedness; and (iii) the Administrative Agent determines, in its sole discretion, that, after giving effect to such request, the value of the Collateral as is to which the Administrative Agent possesses a first priority security interest Interest would be satisfactory to fully support and secure (Including including with an adequate collateral cushion as the Administrative Agent may determine) the amount of the Total Credit Line and end all of the Borrowers’ covenant requirements and other obligations under this Agreement and all other agreements.” Provided that the Borrowers meet the following two tests, which will be monitored on a monthly basis beginning on June 30, 2007, financial covenants “(a)”, “(b)”, and “(c)’ listed above will not be measured for the applicable fiscal quarter end. If the Borrowers tall one or more of the tests in the first two months of the applicable fiscal quarter end, the applicable covenants will be in effect, calculated, and measured for the prior fiscal quarter end. If the Borrowers fail one or more of the tests in the third month of the applicable fiscal quarter end, the applicable covenants will be in effect, calculated, and measured for the current fiscal quarter end. The two tests shall be conducted as follows:

Incurrence of Additional Indebtedness. Borrowers The Borrower shall not borrow create, incur, assume or incur suffer to exist or permit any liability in respect Subsidiary to create incur, assume or suffer to exist, any Debt, except (a) Debt owing to the Bank or the Bank Participants; (b) Material Debt existing on the Issuance Date and described on Exhibit 7.01, and any extension, renewal or refinancing of borrowed money Indebtedness (includingsuch Material Debt, without limitation, loans, notes, bonds or repurchase obligations in respect of any securitizations), financing leases, liabilities for the deferred purchase price of property (excluding accounts payable arising in the ordinary course of business but Including all liabilities created or arising under any conditional sale or other title retention agreement with respect to provided that any such property)extension, liabilities in respect of interest rate swamps renewal or similar instruments or any guaranties in respect of any of the foregoing, in each case unless (i) the Majority Lenders shall have (prior to the incurrence thereof) consented to the same in writing (which consent shall not be unreasonably withheld or delayed) or (ii) the proceeds of such indebtedness is used to repay the Lenders and permanently reduce the Total Credit Line in an amount equal to the amount of such indebtedness. For the avoidance of doubt, the above restriction refinancing (i) does not apply to CountryPlace Mortgageincrease the principal amount of such Material Debt at the time of such extension, Ltd. renewal or any other party other than Borrowers refinancing and (ii) does not restrict Borrowers’ ability to incur liabilities is on terms substantially similar to, and no more restrictive than, the original terms of such Material Debt; (c) Debt outstanding under the BBT Agreement and under the Notes (as defined in respect of letters of credit or capitalized leases. In connection with any request by the Borrowers to incur additional indebtedness otherwise prohibited by this clause BBT Agreement) and the Subsidiary guarantees required pursuant thereto; (d) Debt outstanding under the Note Agreement and under the Notes (as defined in the Note Agreement) and the Subsidiary guarantees required pursuant thereto; (e) Debt owing from the Borrower to which a Wholly-Owned Subsidiary, from a Wholly-Owned Subsidiary to the Borrowers request that Borrower, or from one Wholly-Owned Subsidiary to another Wholly-Owned Subsidiary; (f) additional Facility Debt incurred after the Administrative Agent release or subordinate any portion of the Collateral in favor of another Lender or other partyIssuance Date, the Administrative Agent shall not unreasonably withhold or delay the granting of such request; provided that at the time such additional Facility Debt is incurred (i) no default or Event or Default has occurred and is continuing under this Agreement or any other agreement; (ii) no default or Event of Default would arise under this Agreement shall have occurred or any other agreement will occur as a result of such the incurrence of such Facility Debt and (ii) the aggregate principal amount of such additional indebtednessFacility Debt is not greater than $10,000,000; and (g) in addition to Debt permitted by clauses (a) through (f) above, Debt incurred after the Issuance Date, provided that at the time such additional Debt is incurred, (i) no Default or Event of Default shall have occurred or will occur as a result of the incurrence of such additional Debt, (ii) the Funded Net Debt to Total Consolidated Capitalization Ratio both immediately prior to the occurrence of such additional Debt shall be at least three percentage points lower than the maximum Funded Net Debt to Total Consolidated Capitalization Ratio required by Section 6.12(a) on the date of the incurrence of such additional Debt and (iii) the Administrative Agent determines, in its sole discretion, that, Funded Net Debt to Consolidated EBITDA Ratio both immediately prior to the incurrence of such additional Debt and immediately after and giving effect to the incurrence of such request, Debt shall be at least 0.5 lower than the value maximum Funded Net Debt to Consolidated EBITDA Ratio required by Section 6.12(b) on the date of the Collateral as incurrence of such additional Debt. Any Person which becomes a Subsidiary after the date hereof shall for all purposes of this Section 7.01 be deemed to which have created, assumed or incurred at the Administrative Agent possesses time it becomes a first priority security interest would be satisfactory to fully support and secure (Including with an adequate collateral cushion as the Administrative Agent may determine) the amount Subsidiary all Debt of the Total Credit Line and all of the Borrowers’ covenant requirements and other obligations under this Agreement and all other agreementssuch Person existing immediately after it becomes a Subsidiary.”