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 (a) The Company will not, and will not borrow permit any of its Restricted Subsidiaries to, directly or incur indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any liability in respect of borrowed money Indebtedness (including, without limitation, loansAcquired Indebtedness); provided, noteshowever, bonds that, the Company and the Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving pro forma effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0; provided, further, that any Restricted Subsidiary of the Company that is not or repurchase will not, upon such incurrence, become a Guarantor may not incur Indebtedness under this paragraph if, after giving pro forma effect to such incurrence (including a pro forma application of the net proceeds therefrom), more than an aggregate principal amount equal to $25.0 million of Indebtedness of such non-Guarantor Subsidiary would be outstanding under this paragraph at such time. (b) The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Indebtedness”): (1) Indebtedness under the Notes issued on the Issue Date (including the related Note Guarantees); (2) Indebtedness incurred pursuant to Credit Facilities in an aggregate principal amount at any time outstanding not to exceed the greater of (a) $1.05 billion and (b) an amount such that, on a pro forma basis after giving effect to the incurrence of such Indebtedness (and application of the net proceeds therefrom), the Consolidated Secured Debt Ratio would be no greater than 1.5 to 1.0; provided that, for purposes of determining the amount of Indebtedness that may be incurred under clause (2)(b), all Indebtedness incurred under this clause (2) shall be treated as Indebtedness secured by Liens (whether or not is it so secured); (3) Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date (other than Indebtedness under clause (1) and (2) of this Section 4.09(b)) (including any amendments or replacements thereof that do not increase the principal amount); (4) Interest Swap Obligations of the Company or any of its Restricted Subsidiaries covering Indebtedness of the Company or such Restricted Subsidiary; provided, however, that (a) such Interest Swap Obligations are entered into for the purpose of mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by the Company or such Restricted Subsidiary, or changes in the value of securities issued by Company or such Restricted Subsidiary, and not for purposes of speculation or taking a “market view”; (5) Indebtedness under Currency Agreements; provided that in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not increase the Indebtedness of the Company and its Restricted Subsidiaries outstanding other than as a result of fluctuations in currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; (6) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary of the Company owing to and held by the Company or any other Restricted Subsidiary of the Company; provided, however, that: (a) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being held by a Person other the Company or a Restricted Subsidiary of the Company, and (b) any sale or other transfer (excluding Permitted Liens) of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company, shall be deemed, in each case, to be the incurrence of Indebtedness by the Company or such Restricted Subsidiary, as the case may be, not permitted by this clause (6); (a) obligations pursuant to any cash management agreement and other Indebtedness in respect of any securitizations)netting services, financing leasesoverdraft protections and similar arrangements and (b) Indebtedness arising from the honoring by a bank or other financial institution of a check, liabilities for draft or similar instrument inadvertently (except in the deferred purchase price case of property (excluding accounts payable arising daylight overdrafts) drawn against insufficient funds in the ordinary course of business but Including all liabilities created business; (8) Indebtedness of the Company or arising under any conditional sale of its Restricted Subsidiaries represented by letters of credit, pledges or deposits for the account of the Company or such Restricted Subsidiary, as the case may be, in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance, the purchase of goods or other title retention agreement requirements in the ordinary course of business; (9) Indebtedness represented by guarantees by the Company or its Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred under this Indenture; provided that, in the case of a guarantee by a Restricted Subsidiary, such Restricted Subsidiary complies with Section 4.18 to the extent applicable; (10) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of bid, payment and performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business; (11) Indebtedness of the Company or any Restricted Subsidiary consisting of guarantees, earn-outs, incentives, non-competes, consulting, indemnities or obligations (contingent or other) in respect of purchase price adjustments in connection with the acquisition or disposition of assets; (12) Indebtedness of (x) the Company or any Restricted Subsidiary incurred or issued to finance an acquisition or (y) Persons that are acquired by the Company or any Restricted Subsidiary or merged into or amalgamated or consolidated with the Company or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that after giving effect to such acquisition, merger, amalgamation or consolidation, either: (a) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant; (b) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries would not be lower than immediately prior to such acquisition, merger, amalgamation or consolidation; or (c) such Indebtedness constitutes Acquired Indebtedness; provided that, with respect to any such propertythis clause (c), liabilities the only obligors with respect to such Acquired Indebtedness shall be those Persons who were obligors of such Acquired Indebtedness prior to such acquisition, merger, amalgamation or consolidation; provided, further, that any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may not incur Indebtedness under clause (x) of this clause (12) if, after giving pro forma effect to such incurrence (including a pro forma application of the net proceeds therefrom), more than an aggregate principal amount equal to $75.0 million of Indebtedness of such non-Guarantor Subsidiary would be outstanding under clause (x) of this clause (12) at such time; (13) Indebtedness represented by Capitalized Lease Obligations and Purchase Money Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount at any time outstanding, including any Refinancing Indebtedness in respect thereof, not to exceed the greater of (A) $75.0 million and (B) 30% of Consolidated EBITDA for the Applicable Measurement Period; (14) Indebtedness of International Restricted Subsidiaries (other than Canadian Restricted Subsidiaries) of the Company in connection with letters of credit and bank guarantees in an aggregate principal amount at any time outstanding not to exceed the greater of $25.0 million and 10% of Consolidated EBITDA for the Applicable Measurement Period; (15) Indebtedness of the Company evidenced by commercial paper issued by the Company; provided that the aggregate outstanding principal amount of Indebtedness incurred pursuant to clause (2) of this Section 4.09(b) and this clause (15) does not exceed the maximum amount of Indebtedness permitted under clause (2) of this Section 4.09(b); (16) Refinancing Indebtedness in respect of interest rate swamps or similar instruments or Indebtedness described in clauses (1), (3), (4), (5) and (12) of this Section 4.09(b) and this clause (16); (17) Indebtedness represented by Secured Foreign Credit Facilities in an aggregate principal amount at any guaranties time outstanding not to exceed the greater of $50.0 million and 20% of Consolidated EBITDA for the Applicable Measurement Period; and (18) additional Indebtedness of the Company and the Restricted Subsidiaries in an aggregate principal amount at any time outstanding, including any Refinancing Indebtedness in respect thereof, not to exceed the greater of (A) $100.0 million and (B) 40% of Consolidated EBITDA for the Applicable Measurement Period. For purposes of determining any particular amount of Indebtedness under this of this Section 4.09, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in 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 determination of such particular amount shall not be unreasonably withheld included. For purposes of determining compliance with this Section 4.09, in the event that all or delayeda portion of an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (18) of Section 4.09(b) or (ii) the proceeds of such indebtedness is used permitted to repay the Lenders and permanently reduce the Total Credit Line in an amount equal be incurred pursuant to the amount of such indebtedness. For the avoidance of doubtSection 4.09(a), 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 determinesCompany shall, in its sole discretion, thatdivide, after giving effect classify (or later reclassify) such item or portion of such item of Indebtedness in any manner that complies with this Section 4.09, including under Section 4.09(a) if such reclassified Indebtedness could then be incurred under such test, except that Indebtedness outstanding under the New Credit Facilities on the Issue Date or the Escrow Release Date shall be deemed to such requesthave been incurred on the Issue Date or the Escrow Release Date under Section 4.09(b)(2) and may not be reclassified. Accrual of interest, accretion or amortization of original issue discount, the value payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the payment of dividends on Disqualified Capital Stock in the form of additional shares of the Collateral same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of this Section 4.09. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date (and, if such Indebtedness is not permitted to which be incurred as of such date under this Section 4.09, the Administrative Agent possesses Company shall be in default of this Section 4.09). For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first priority security interest would be satisfactory to fully support committed, in the case of revolving credit debt, and secure (Including with an adequate collateral cushion as the Administrative Agent may determine) the amount of such debt will not be deemed to change as a result of fluctuations in currency exchange rates after such date of incurrence or commitment; provided, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the Total Credit Line applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (a) the principal amount of such Indebtedness being refinanced plus (b) the aggregate amount of fees, underwriting discounts, accrued and all unpaid interest, premiums (including, without limitation, tender premiums) and other costs and expenses (including, without limitation, original issue discount, upfront fees or similar fees) incurred in connection with such refinancing. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or a Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. (c) The Company will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Borrowers’ covenant requirements Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes or the applicable Note Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to other obligations under this Agreement and all Indebtedness of the Company or such Guarantor, as the case may be. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other agreementsIndebtedness of the Company or any Guarantor solely by virtue of such Indebtedness being unsecured or by virtue of the fact that the holders of such Indebtedness have entered into one or more intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.”

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.”

Incurrence of Additional Indebtedness. Borrowers The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "INCUR") any Indebtedness (including Acquired Debt); provided, however, that the Company and its Subsidiaries may incur Indebtedness (including Acquired Debt) if the Company's Debt to EBITDA Ratio at the time of incurrence of such Indebtedness, after giving pro forma effect to such incurrence or issuance as of such date and to the use of proceeds therefrom as if the same had occurred at the beginning of the most recently ended four full fiscal quarter period of the Company for which internal financial statements are available, would have been no greater than 3.5 to 1. The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, "PERMITTED DEBT"): (a) the incurrence by the Company of additional Indebtedness and letters of credit under one or more Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (a) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed $45.0 million, $30.0 million of which shall be used in connection with the direct or indirect acquisition of Equity Interests of a Person engaged in, or assets related to, the information technology services business, business process outsourcing or businesses complementary or ancillary thereto or for the acquisition by the Company or any of its Subsidiaries of new customers or customer contracts; (b) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness; (c) the incurrence by the Company of Indebtedness represented by the Notes to be issued hereby (and any additional Notes purchased by the initial purchaser pursuant to its 30-day option to purchase additional Notes); (d) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (d), not borrow to exceed $7.5 million at any time outstanding; (e) the incurrence by the Company or incur any liability of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under the first paragraph of this covenant or clauses (b), (c), (d), (e) or (l) of this paragraph; (f) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that if the Company is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to payment of any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the Notes to the extent provided in this Indenture; (g) the incurrence by the Company or any of its Restricted Subsidiaries of Subordinated Indebtedness; (h) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations; (i) the guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed; (j) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of borrowed money Indebtedness (includingworkers' compensation claims, without limitationself-insurance obligations, loansbankers' acceptances, notes, performance and surety 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 business; (k) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising under any conditional sale from the honoring by a bank or other title retention agreement with respect financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days; and (l) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any such propertyIndebtedness incurred pursuant to this clause (l), liabilities in respect not to exceed $5.0 million. 1. The accrual of Interest, the accretion or amortization of original issue discount, the payment of interest rate swamps or similar instruments on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, will not be deemed to be an incurrence of Indebtedness for purposes of this Section 9.1. Notwithstanding any other provision of this Section 9.1, the maximum amount of Indebtedness that the Company or any guaranties in respect of any of the foregoing, in each case unless (i) the Majority Lenders shall have (prior Restricted Subsidiary may incur pursuant to the incurrence thereof) consented to the same in writing (which consent this covenant shall not be unreasonably withheld or delayed) or (ii) the proceeds of such indebtedness is used deemed 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 be exceeded solely as a result of such incurrence of additional indebtedness; and (iii) the Administrative Agent determines, fluctuations 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 exchange rates or currency values. The amount of the Total Credit Line and all any Indebtedness outstanding as of the Borrowers’ covenant requirements and other obligations under this Agreement and all other agreements.”any date will be:

Incurrence of Additional Indebtedness. Borrowers (a) After the Issue Date, Services and CCPR shall not, and shall not borrow permit any of the Restricted Subsidiaries to, directly or incur indirectly, issue, create, incur, assume, guaranty or otherwise become directly or indirectly liable, for (including, as a result of an acquisition or otherwise, become responsible for contingently or otherwise, individually or collectively, to "incur" or as appropriate an "incurrence") any liability Indebtedness. Neither the accrual of interest (including the issuance of "pay in kind" securities or similar instruments in respect of borrowed money such accrued interest) pursuant to the terms of Indebtedness incurred in compliance with this Section 4.07, nor the accretion of original issue discount, nor the mere extension of the maturity of any Indebtedness shall be deemed to be an incurrence of Indebtedness. Notwithstanding the foregoing, if there exists no Default or Event of Default immediately prior and subsequent thereto, Services, CCPR and the Restricted Subsidiaries may incur Indebtedness if CCPR's Annualized Operating Cash Flow Ratio, after giving effect to the incurrence of such Indebtedness, would have been less than 6.5 to 1. (includingb) If there exists no Default or Event of Default immediately prior and subsequent thereto, without limitationthe provisions of Section 4.07(a) hereof shall not apply to the incurrence of (i) Senior Debt by Services, loansCCPR or any of the Restricted Subsidiaries pursuant to the Credit Agreement, notes(ii) guarantees of the Senior Debt permitted under or required by the Credit Agreement and the Guarantees permitted under or required by this Indenture, (iii) Indebtedness by Services, CCPR or any of the Restricted Subsidiaries constituting Existing Indebtedness, reduced by repayments of and permanent reductions in commitments in satisfaction of the Net Cash Proceeds application requirement set forth in Section 4.14 hereof and by repayments and permanent reductions in amounts outstanding pursuant to scheduled amortizations and mandatory prepayments in accordance with the terms thereof, (iv) Indebtedness of Services evidenced by the Notes and Indebtedness of CCPR evidenced by the Guarantee, (v) Indebtedness between Services, CCPR and any Restricted Subsidiary or between Restricted Subsidiaries, (vi) Indebtedness under the Administrative Headquarters Lease, (vii) Capitalized Lease Obligations and Purchase Money Indebtedness in an aggregate amount or aggregate principal amount, as the case may be, outstanding at any time not to exceed in the aggregate $10 million, provided that in the case of Purchase Money Indebtedness, such Indebtedness shall not constitute less than 75% nor more than 100% of the cost (determined in accordance with GAAP) to Services, CCPR or such Restricted Subsidiary of the property purchased or leased with the proceeds thereof, (viii) Indebtedness of Services, CCPR or any Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or repurchase performance bonds securing any obligations of Services, CCPR or the Restricted Subsidiaries pursuant to such agreements, in respect any case incurred in connection with the acquisition or disposition of any securitizations)business, financing leasesassets or Restricted Subsidiary to the extent none of the foregoing results in the obligation to repay an obligation for money borrowed by any Person and are limited in aggregate amount to no greater than 10% of the fair market value of such business, liabilities for the deferred purchase price assets or Restricted Subsidiary so acquired or disposed of, (ix) any guarantee by any Restricted Subsidiary of property any (excluding accounts payable arising A) Senior Debt incurred in compliance with this Section 4.07 or (B) Indebtedness incurred pursuant to clause (xi) of this paragraph, (x) Indebtedness of Services, CCPR or any Restricted Subsidiary under standby letters of credit or reimbursement obligations with respect thereto incurred in the ordinary course of business but Including all liabilities created and consistent with industry practices limited in aggregate amount to $2.5 million at any one time outstanding, (xi) Indebtedness of Services or arising under any conditional sale or CCPR (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 than Indebtedness permitted by clauses (i) the Majority Lenders shall have through (prior to the incurrence thereof) consented to the same in writing (which consent shall not be unreasonably withheld or delayedx) or (iixii) the proceeds of such indebtedness is used hereof) not to repay the Lenders exceed $10 million at any one time outstanding and permanently reduce the Total Credit Line in an amount equal (xii) Refinancing Indebtedness incurred to the amount of such indebtedness. For the avoidance of doubtextend, the above restriction renew, replace or refund Indebtedness permitted under clauses (i), (iii) does not apply to CountryPlace Mortgage(as so reduced in amount), Ltd. or any other party other than Borrowers (iv) and (iixi) does of this paragraph. (c) Indebtedness of any Person that is not restrict Borrowers’ ability a Restricted Subsidiary (or that is a Non-Recourse Restricted Subsidiary designated to incur liabilities in respect of letters of credit be a Restricted Subsidiary, but no longer a Non-Recourse Restricted Subsidiary), which Indebtedness is outstanding at the time such Person becomes such a Restricted Subsidiary or capitalized leases. In connection is merged with any request by or into or consolidated with Services, CCPR or a Restricted Subsidiary shall be deemed to have been incurred, as the Borrowers to incur additional indebtedness otherwise prohibited by this clause case may be, at the time such Person becomes such a Restricted Subsidiary or is merged with or into or consolidated with Services, CCPR or a Restricted Subsidiary. (d) and as to which For purposes of determining compliance with this Section 4.07, in the Borrowers request event that an item of Indebtedness meets the Administrative Agent release or subordinate any portion criteria of more than one of the Collateral categories described in favor of another Lender Section 4.07(b) hereof or other partyis entitled to be incurred pursuant to Section 4.07(a) hereof, 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 Services 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 determinesCCPR shall, in its their sole discretion, that, after giving effect classify such item of Indebtedness in any manner that complies with this Section 4.07 and such item of Indebtedness will be treated as having been incurred pursuant to only one of such request, clauses or pursuant to 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 agreementsparagraph hereof.”

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 shall (1) The Company will not, and will not borrow cause or incur permit any liability of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness, except that: (a) the Company and any Note Guarantor may Incur Indebtedness and (b) any Restricted Subsidiary may Incur Acquired Indebtedness not Incurred in anticipation or contemplation of the relevant acquisition, merger or consolidation, if, at the time of and immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, the Consolidated Total Indebtedness to Consolidated EBITDA Ratio of the Company is less than 4.0 to 1.0. (2) Notwithstanding clause (1) above, the Company and its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (“Permitted Indebtedness”): (a) Indebtedness in respect of borrowed money the Notes and the Notes Guarantees, excluding Additional Notes and guarantees thereof; (b) Guarantees by the Company or any Note Guarantor of Indebtedness permitted under this Indenture provided, that if any such Guarantee is of Subordinated Indebtedness, then the Guarantee of the Company or such Note Guarantor of such Subordinated Indebtedness shall be subordinated to the Notes or Note Guarantees, as applicable; (includingc) Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Merger Date that is incurred in connection with the Merger, without limitation, loans, notes, bonds or repurchase obligations as set forth in respect of any securitizations), financing leases, liabilities for the deferred purchase price of property Offering Circular; (excluding accounts payable arising d) Hedging Obligations entered into by the Company and its Restricted Subsidiaries in the ordinary course of business but Including and not for speculative purposes; (e) intercompany Indebtedness between the Company and any Restricted Subsidiary or between any Restricted Subsidiaries; provided that: (1) if the Company or any Note Guarantor is the obligor on such Indebtedness, such Indebtedness must be (i) unsecured and (ii) if the obligee is neither the Company nor a Note Guarantor, expressly subordinated to the prior payment in full of all liabilities created obligations under the Notes and this Indenture, in the case of the Company, or such Note Guarantor’s Note Guarantee, in the case of any such Note Guarantor, and (2) in the event that at any time any such Indebtedness ceases to be held by the Company or a Restricted Subsidiary, such Indebtedness shall be deemed to be Incurred by the Company or the applicable Restricted Subsidiary, as the case may be, and not permitted by this clause (e) at the time such event occurs; (f) Indebtedness of the Company or any of its Restricted Subsidiaries arising under any conditional sale from the honoring by a bank or other title retention agreement with respect to financial institution of a check, draft or similar instrument inadvertently (including daylight overdrafts paid in full by the close of business on the day such overdraft was Incurred) drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness is extinguished within five Business Days of Incurrence; (g) Indebtedness of the Company or any such property), liabilities of its Restricted Subsidiaries in respect of interest rate swamps performance bonds, bankers’ acceptances, workers’ compensation claims, bid, surety or appeal bonds, payment obligations in connection with self-insurance, insurance premiums or similar instruments obligations, security deposits and bank overdrafts (and letters of credit in connection with, in lieu of or any guaranties in respect of any each of the foregoing), in each case unless in the ordinary course of business; (h) Refinancing Indebtedness in respect of: (1) Indebtedness (other than Indebtedness owed to the Company or any Subsidiary of the Company) Incurred pursuant to clause (1) above (it being understood that no Indebtedness outstanding on the Merger Date is Incurred pursuant to such clause (1) above), or (2) Indebtedness Incurred pursuant to clause (a) or (c) of this Section 4.09 (excluding Indebtedness owed to the Company or a Subsidiary of the Company) above; (i) Capitalized Lease Obligations and Purchase Money Indebtedness of the Majority Lenders shall have Company or any Restricted Subsidiary in an aggregate principal amount not to exceed U.S.$20 million at any one time outstanding; (prior j) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any business, assets or Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; provided that the maximum aggregate liability in respect of all such Indebtedness will at no time exceed the gross proceeds (including the Fair Market Value of non-cash consideration) actually received by (or held in escrow for later release to) the Company and such Restricted Subsidiary in connection with such disposition; (k) Indebtedness of the Company or any of its Restricted Subsidiaries to the incurrence thereofextent the net proceeds thereof are promptly used to redeem, satisfy, defease or discharge the Notes in full, in each case, in accordance with this Indenture; (l) consented Indebtedness of any Restricted Subsidiary to the applicable financial institution in connection with the arrangements described in clause (11) of the definition of Permitted Investment; (m) Indebtedness arising out of the Intercompany Agreements, to the extent such Indebtedness is incurred in the ordinary course of business; (n) Indebtedness of the Company consisting of Subordinated Shareholder Funding; and (o) in addition to Indebtedness referred to in clauses (a) through (n) above, Indebtedness of the Company or any Note Guarantor in an aggregate principal amount not to exceed U.S.$10 million at any one time outstanding. (3) The Company will not, and will not permit any Note Guarantor to, directly or indirectly, Incur any Indebtedness that is contractually subordinate in right of payment to any other Indebtedness, unless such Indebtedness is expressly subordinate in right of payment to the Notes or, in the case of a Note Guarantor, its Note Guarantee to the same extent and on the same terms as such Indebtedness is subordinate to such other Indebtedness; provided, however, that no Indebtedness will be deemed to be contractually subordinated in writing right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis. (which consent shall not be unreasonably withheld or delayed4) or For purposes of determining compliance with, and the outstanding principal amount of, any particular Indebtedness Incurred pursuant to and in compliance with this Section 4.09: (iia) the proceeds of such indebtedness is used to repay the Lenders and permanently reduce the Total Credit Line in an amount equal to the outstanding principal amount of such indebtedness. For any item of Indebtedness will be counted only once (without duplication for guarantees or otherwise); (b) in the avoidance event that an item of doubtIndebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (a) through (n) of paragraph (2) above or is entitled to be incurred pursuant to clause (o) of paragraph (2) above, 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 determinesCompany may, in its sole discretion, that, after giving effect to divide and classify (or at any time reclassify) such request, the value item of the Collateral as to which the Administrative Agent possesses a first priority security interest would be satisfactory to fully support and secure Indebtedness in any manner that complies with this Section 4.09; (Including with an adequate collateral cushion as the Administrative Agent may determinec) the amount of Indebtedness issued at a price that is less than the Total Credit Line and all principal amount thereof will be equal to the amount of the Borrowers’ covenant requirements liability in respect thereof determined in accordance with GAAP. Accrual of interest, the accretion or amortization of original issue discount, the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Disqualified Capital Stock in the form of additional Disqualified Capital Stock with the same terms will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 4.09; provided that any such outstanding additional Indebtedness or Disqualified Capital Stock paid in respect of Indebtedness Incurred pursuant to any provision of paragraph (2) of this Section 4.09 will be counted as Indebtedness outstanding thereunder for purposes of any future Incurrence under such provision; and (d) with respect to any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to Refinance other Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced. Notwithstanding any other obligations under provision of this Agreement and all Section 4.09, the maximum amount of Indebtedness that the Company may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness incurred to Refinance other agreementsIndebtedness, if incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such Refinancing.”

Incurrence of Additional Indebtedness. Borrowers shall (a) The Company will not, and will not borrow permit any of its Restricted Subsidiaries to, directly or incur indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any liability in respect of borrowed money Indebtedness (including, without limitation, loansAcquired Indebtedness); provided, noteshowever, bonds that, so long as no Default or repurchase Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of any such Indebtedness, the Company and the Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving pro forma effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0; provided, further, that any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may not incur Indebtedness under this paragraph if, after giving pro forma effect to such incurrence (including a pro forma application of the net proceeds therefrom), more than an aggregate principal amount equal to $60.0 million of Indebtedness of all such non-Guarantor Restricted Subsidiaries would be outstanding under this paragraph at such time. (b) The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness, without duplication (collectively, “Permitted Indebtedness”): (1) Indebtedness under the Notes issued on the Issue Date (including the related Note Guarantees) and the Exchange Notes and related exchange guarantees to be issued in exchange for the Notes and the Note Guarantees thereof pursuant to the Registration Rights Agreement; (2) Indebtedness incurred pursuant to Credit Facilities in an aggregate principal amount at any time outstanding not to exceed the greater of (a) $450 million and (b) an amount such that, on a pro forma basis after giving effect to the incurrence of such Indebtedness (and application of the net proceeds therefrom), the Consolidated Secured Debt Ratio would be no greater than 1.75 to 1.0; provided that, for purposes of determining the amount of Indebtedness that may be incurred under clause (2)(b), all Indebtedness incurred under this clause (2) shall be treated as Indebtedness secured by Liens (whether or not it is so secured); (3) Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date (other than Indebtedness under clause (1) and (2) of this Section 4.09(b)) (including any amendments or replacements thereof that do not increase the principal amount); (4) Interest Swap Obligations of the Company or any of its Restricted Subsidiaries covering Indebtedness of the Company or such Restricted Subsidiary; provided, however, that such Interest Swap Obligations are entered into for the purpose of mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by the Company or such Restricted Subsidiary, or changes in the value of securities issued by the Company or such Restricted Subsidiary, and not for purposes of speculation or taking a “market view”; (5) Indebtedness under Currency Agreements; provided that in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not increase the Indebtedness of the Company and its Restricted Subsidiaries outstanding other than as a result of fluctuations in currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; (6) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary of the Company owing to and held by the Company or any other Restricted Subsidiary of the Company; provided, however, that: (a) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being held by a Person other the Company or a Restricted Subsidiary of the Company, and (b) any sale or other transfer (excluding Permitted Liens) of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company, shall be deemed, in each case, to be the incurrence of Indebtedness by the Company or such Restricted Subsidiary, as the case may be, not permitted by this clause (6); (a) obligations pursuant to any cash management agreement and other Indebtedness in respect of any securitizations)netting services, financing leasesoverdraft protections and similar arrangements and (b) Indebtedness arising from the honoring by a bank or other financial institution of a check, liabilities for draft or similar instrument inadvertently (except in the deferred purchase price case of property (excluding accounts payable arising daylight overdrafts) drawn against insufficient funds in the ordinary course of business but Including all liabilities created business; (8) Indebtedness of the Company or arising under any conditional sale of its Restricted Subsidiaries represented by letters of credit, pledges or deposits for the account of the Company or such Restricted Subsidiary, and obligations owed to customers for advance payments, as the case may be, in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance, the purchase of goods or other title retention agreement requirements in the ordinary course of business; (9) Indebtedness represented by guarantees by the Company or its Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred under this Indenture; provided that, in the case of a guarantee by a Restricted Subsidiary, such Restricted Subsidiary complies with Section 4.18 to the extent applicable; (10) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of bid, payment and performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business; (11) Indebtedness of the Company or any Restricted Subsidiary consisting of guarantees, earn-outs, incentives, non-competes, consulting, indemnities or obligations (contingent or other) in respect of purchase price adjustments in connection with the acquisition or disposition of assets; (12) Indebtedness of (x) the Company or any Restricted Subsidiary incurred or issued to finance an acquisition or (y) Persons that are acquired by the Company or any Restricted Subsidiary or merged into or consolidated with the Company or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that after giving effect to such acquisition, merger or consolidation, either: (a) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant; (b) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries would not be lower than immediately prior to such acquisition, merger or consolidation; or (c) such Indebtedness constitutes Acquired Indebtedness; provided that, with respect to any such propertythis clause (c), liabilities the only obligors with respect to such Acquired Indebtedness shall be those Persons who were obligors of such Acquired Indebtedness prior to such acquisition, merger or consolidation; provided, further, that any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may not incur Indebtedness under clause (x) of this clause (12) if, after giving pro forma effect to such incurrence (including a pro forma application of the net proceeds therefrom), more than an aggregate principal amount equal to $60.0 million of Indebtedness of all such non-Guarantor Restricted Subsidiaries would be outstanding under clause (x) of this clause (12) at such time; (13) Indebtedness represented by Capitalized Lease Obligations and Purchase Money Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount at any time outstanding, including any Refinancing Indebtedness in respect thereof, not to exceed (A) the greater 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 $30.0 million and (ii) 4.0% of Consolidated Total Assets plus (B) $45.0 million to finance the acquisition and/or construction of a new headquarters facility for the Company; (14) Indebtedness of Foreign Restricted Subsidiaries of the Company in connection with letters of credit and bank guarantees in an aggregate principal amount at any time outstanding not to exceed $50.0 million; (15) Indebtedness of the Company evidenced by commercial paper issued by the Company; provided that the aggregate outstanding principal amount of Indebtedness incurred pursuant to clause (2) of this Section 4.09(b) and this clause (15) does not restrict Borrowers’ ability to incur liabilities exceed the maximum amount of Indebtedness permitted under clause (2) of this Section 4.09(b); (16) Refinancing Indebtedness in respect of letters Indebtedness described in clauses (1), (3), (4), (5) and (12) of credit or capitalized leases. In connection with any request by the Borrowers to incur additional indebtedness otherwise prohibited by this Section 4.09(b) and this clause (d16); and (17) additional Indebtedness of the Company and as the Restricted Subsidiaries in an aggregate principal amount at any time outstanding, including any Refinancing Indebtedness in respect thereof, not to which exceed the Borrowers request greater of (A) $100.0 million and (B) 10.0% of Consolidated Total Assets. For purposes of determining any particular amount of Indebtedness under this of this Section 4.09, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this Section 4.09, in the event that the Administrative Agent release all or subordinate any a portion of an item of Indebtedness meets the Collateral criteria of more than one of the categories of Permitted Indebtedness described in favor clauses (1) through (17) of another Lender Section 4.09(b) or other partyis permitted to be incurred pursuant to Section 4.09(a), 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 determinesCompany shall, in its sole discretion, thatdivide, after giving effect classify (or later reclassify) such item or portion of such item of Indebtedness in any manner that complies with this Section 4.09, including under Section 4.09(a) if such reclassified Indebtedness could then be incurred under such test, except that Indebtedness outstanding under the Existing Credit Facilities on the Issue Date shall be deemed to such requesthave been incurred on the Issue Date under Section 4.09(b)(2) and may not be reclassified. Accrual of interest, accretion or amortization of original issue discount, the value payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the payment of dividends on Disqualified Capital Stock in the form of additional shares of the Collateral same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of this Section 4.09. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date (and, if such Indebtedness is not permitted to which be incurred as of such date under this Section 4.09, the Administrative Agent possesses Company shall be in default of this Section 4.09). For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first priority security interest would be satisfactory to fully support committed, in the case of revolving credit debt, and secure (Including with an adequate collateral cushion as the Administrative Agent may determine) the amount of such debt will not be deemed to change as a result of fluctuations in currency exchange rates after such date of incurrence or commitment; provided, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the Total Credit Line applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (a) the principal amount of such Indebtedness being refinanced plus (b) the aggregate amount of fees, underwriting discounts, accrued and all unpaid interest, premiums (including, without limitation, tender premiums) and other costs and expenses (including, without limitation, original issue discount, upfront fees or similar fees) incurred in connection with such refinancing. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or a Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. (c) The Company will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Borrowers’ covenant requirements Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes or the applicable Note Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to other obligations under this Agreement and all Indebtedness of the Company or such Guarantor, as the case may be. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other agreementsIndebtedness of the Company or any Guarantor solely by virtue of such Indebtedness being unsecured or by virtue of the fact that the holders of such Indebtedness have entered into one or more intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.”

Incurrence of Additional Indebtedness. The Borrowers shall not not, on or after May 1, 2004, borrow or incur any liability in respect of borrowed borrowed-money Indebtedness indebtedness (including, without limitation, loans, notes, bonds or repurchase obligations in respect of any securitizations), financing or capitalized 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 letters of credit or similar instruments, liabilities in respect of interest rate swamps swaps or similar instruments or any guaranties in respect of any of the foregoing, in each case foregoing if the aggregate amount thereof (excluding any amounts outstanding under this Agreement and without double-counting any of the foregoing items) exceeds $75,000,000 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), provided that in no case shall any of the foregoing items be incurred if the same are secured by any of the Collateral (except pursuant to intercreditor agreements in form and substance acceptable to the Majority Lenders) or (ii) the proceeds and provided further that none of such indebtedness is used to repay items shall be secured by assets of the Lenders and permanently reduce Borrowers other than Collateral if the Total Credit Line in an aggregate amount equal to thereof shall exceed $25,000,000 (even if the total 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 items incurred under this clause (de) and as shall be less than $75,000,000) unless the Majority Lenders shall have (prior to the incurrence thereof) consented to the same, in writing (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 consent shall not be unreasonably withhold withheld 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 agreementsdelayed).”

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: