Common use of Limitations on Secured Debt Clause in Contracts

Limitations on Secured Debt. The Company will not, and will not cause or permit any Guarantor to, create, incur, assume or guarantee any Secured Debt unless the Notes are secured equally and ratably with (or prior to) such Secured Debt, provided that the foregoing does not prohibit the creation, incurrence, assumption or guarantee of: (1) Secured Debt which is secured by Liens on model homes, homes held for sale, homes that are under construction or under contract for sale, contracts for the sale of homes, land (improved or unimproved), contracts for the sale of land, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities or office buildings, and fixtures and equipment located at or on any of the foregoing or leasehold or other interests in any of the foregoing; (2) Secured Debt which is secured by a Lien on Property at the time of its acquisition by the Company or a Guarantor, which Lien secures obligations assumed by the Company or a Guarantor, or on the Property of a corporation or other entity at the time it is merged into or consolidated with the Company or a Guarantor or becomes a Guarantor as a result of the acquisition of its Capital Stock by the Company or a Guarantor (other than Secured Debt created in contemplation of the acquisition of such Property or the consummation of such a merger or consolidation or acquisition where the Lien attaches to or affects the Property of the Company or a Guarantor prior to such transaction); (3) Secured Debt which is secured by Liens arising from conditional sales agreements or title retention agreements with respect to Property acquired by the Company or a Guarantor; (4) Secured Debt which is secured by Liens securing Indebtedness of a Guarantor owing to the Company or to another Guarantor; (5) Indebtedness secured by a Permitted Lien; and (6) any amendment, restatement, supplement, renewal, replacement, extension, refinancing or refunding, in whole or in part (“Refinanced Debt”), of Secured Debt that was permitted to be created, incurred, assumed or guaranteed pursuant to clauses (1) through (5) above at the time of the original creation, incurrence, assumption or guarantee thereof, or by this clause (6), provided in each case that the principal amount of the Refinanced Debt does not exceed the principal amount of the Secured Debt being refinanced, extended, renewed or replaced (plus accrued interest thereon and expenses of refinancing, extension, renewal or replacement) and such Refinanced Debt is not secured by any additional Properties of the Company or any Guarantor (other than accessions and proceeds). In addition, the Company and the Guarantors may create, incur, assume or guarantee Secured Debt, without equally or ratably (or on a senior basis) securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount (or the accreted value thereof, in the case of any Secured Debt issued with original issue discount) of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (6) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or on a senior basis)) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1) and (2) and if the 365 day period referenced therein shall have expired, also clause (3) under Section 3.02) as of the date of determination would not exceed 20% of Consolidated Adjusted Tangible Assets.

Limitations on Secured Debt. The Company will not, and will not cause or permit any Guarantor to, create, incur, assume or guarantee any Secured Debt unless the Notes are secured equally and ratably with (or prior to) such Secured Debt, provided that the foregoing does not prohibit the creation, incurrence, assumption or guarantee of: (1) Secured Debt which is secured by Liens on model homes, homes held for sale, homes that are under construction or under contract for sale, contracts for the sale of homes, land (improved or unimproved), contracts for the sale of land, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities or office buildings, and fixtures and equipment located at or on any of the foregoing or leasehold or other interests in any of the foregoing; (2) Secured Debt which is secured by a Lien on Property at the time of its acquisition by the Company or a Guarantor, which Lien secures obligations assumed by the Company or a Guarantor, or on the Property of a corporation or other entity at the time it is merged into or consolidated with the Company or a Guarantor or becomes a Guarantor as a result of the acquisition of its Capital Stock by the Company or a Guarantor (other than Secured Debt created in contemplation of the acquisition of such Property or the consummation of such a merger or consolidation or acquisition where the Lien attaches to or affects the Property of the Company or a Guarantor prior to such transaction); (3) Secured Debt which is secured by Liens arising from conditional sales agreements or title retention agreements with respect to Property acquired by the Company or a Guarantor; (4) Secured Debt which is secured by Liens securing Indebtedness of a Guarantor owing to the Company or to another Guarantor; (5) Indebtedness secured by a Permitted LienXxxxxxxxx Xxxx; and (6) any amendment, restatement, supplement, renewal, replacement, extension, refinancing or refunding, in whole or in part (“Refinanced Debt”), of Secured Debt that was permitted to be created, incurred, assumed or guaranteed pursuant to clauses (1) through (5) above at the time of the original creation, incurrence, assumption or guarantee thereof, or by this clause (6), provided in each case that the principal amount of the Refinanced Debt does not exceed the principal amount of the Secured Debt being refinanced, extended, renewed or replaced (plus accrued interest thereon and expenses of refinancing, extension, renewal or replacement) and such Refinanced Debt is not secured by any additional Properties of the Company or any Guarantor (other than accessions and proceeds). In addition, the Company and the Guarantors may create, incur, assume or guarantee Secured Debt, without equally or ratably (or on a senior basis) securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount (or the accreted value thereof, in the case of any Secured Debt issued with original issue discount) of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (6) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or on a senior basis)) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1) and (2) and if the 365 day period referenced therein shall have expired, also clause (3) under Section 3.02) as of the date of determination would not exceed 20% of Consolidated Adjusted Tangible Assets.

Limitations on Secured Debt. The Company will not(a) If the Parent, and will not cause the Issuer or permit any Guarantor toRestricted Subsidiary shall incur, create, incurissue, assume or enter into a guarantee of any Secured Debt unless secured by a Mortgage on any Principal Property of the, Parent, the Issuer or any Subsidiary of the Parent, or on any Capital Stock of any Restricted Subsidiary, the Parent or the Issuer shall, or shall cause such Subsidiary or Restricted Subsidiary to, secure the Series 1 Notes are secured equally and ratably rateably with (or prior to) such Secured Debtsecured Debt for as long as such Debt is so secured, provided that unless the foregoing does not prohibit the creation, incurrence, assumption or guarantee of: aggregate amount of all such secured Debt (1) Secured Debt which is secured by Liens on model homes, homes held for sale, homes that are under construction or under contract for sale, contracts for the sale avoidance of homesdoubt, land (improved or unimproved), contracts for to the sale of land, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities or office buildings, and fixtures and equipment located at or on any of the foregoing or leasehold or other interests in any of the foregoing; (2) Secured extent such Debt which is secured by a Lien Mortgage on Property any Principal Property) when taken together with all Attributable Debt with respect to sale and leaseback transactions involving Principal Properties of the Parent, the Issuer or any Subsidiary (with the exception of such transactions which are excluded pursuant to Section 2.8(b) and Section 2.9(b)), would not, at the time of such incurrence, issuance, assumption or guarantee, exceed 15% of Consolidated Net Tangible Assets, as determined based on the most recent available consolidated balance sheet of the Parent. Any Mortgage created for the benefit of the Holders of Securities pursuant to the preceding sentence shall provide by its terms that such Mortgage shall be automatically and unconditionally released and discharged upon the release and discharge of the Mortgage to which it relates. (b) The restriction in Section 2.8(a) shall not apply to Debt secured by: (i) Mortgages existing on any property prior to the acquisition thereof by the Company Parent, the Issuer or a Guarantor, which Lien secures obligations assumed by the Company Restricted Subsidiary or a Guarantor, or existing on the Property any property of a any corporation or other entity at that becomes a Subsidiary after the date of this Supplemental Indenture prior to the time it is merged into or consolidated with the Company or a Guarantor or such corporation becomes a Guarantor as a result Subsidiary or securing indebtedness that is used to pay the cost of the acquisition of its Capital Stock by the Company or a Guarantor (other than Secured Debt created in contemplation of the acquisition of such Property property or to reimburse the consummation of Parent, the Issuer or a Restricted Subsidiary for that cost; provided, however, that such a merger or consolidation or acquisition where the Lien attaches Mortgage shall not apply to or affects the Property any other property of the Company Parent, the Issuer or a Guarantor prior Restricted Subsidiary other than improvements and accessions to such transaction)the property to which it originally applies; (3ii) Secured Mortgages to secure the cost of development or construction of such property, or improvements of such property; provided, however, that such Mortgages shall not apply to any other property of the Parent or any Restricted Subsidiary; (iii) Mortgages in favor of a governmental entity or in favor of the holders of securities issued by any such entity, pursuant to any contract or statute (including Mortgages to secure Debt which is secured by Liens arising from conditional sales agreements of the pollution control or title retention agreements with respect industrial revenue bond type) or to Property acquired by secure any indebtedness incurred for the Company purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages; (iv) Mortgages securing indebtedness owing to the Parent, the Issuer or a Subsidiary Guarantor; (4v) Secured Debt which is secured by Liens securing Indebtedness of a Guarantor owing to Mortgages existing on the Company or to another GuarantorIssue Date; (5vi) Indebtedness Mortgages required in connection with governmental programs which provide financial or tax benefits, as long as substantially all of the obligations secured are in lieu of or reduce an obligation that would have been secured by a Permitted Lien; andlien permitted under this Indenture; (6vii) any amendmentextensions, restatement, supplement, renewal, replacement, extension, refinancing renewals or refunding, replacements of the Mortgages referred to in whole or this Section 2.8(b) (other than Mortgages described in part (“Refinanced Debt”), of Secured Debt that was permitted to be created, incurred, assumed or guaranteed pursuant to clauses (1ii) through and (5iv) above at the time of the original creation, incurrence, assumption or guarantee thereof, or by this clause (6), provided in each case that above) so long as the principal amount of the Refinanced secured Debt does is not increased (except by an amount not to exceed the principal amount of the Secured Debt being refinancedfees and expenses, extended, renewed or replaced (plus accrued interest thereon including any premium and expenses of refinancing, defeasance costs incurred with such extension, renewal or replacement) and such Refinanced Debt the extension, renewal or replacement is not secured by any additional Properties limited to all or part of the Company same property secured (and for the avoidance of doubt could have been secured) by the Mortgage so extended, renewed or any Guarantor replaced; or (other than accessions viii) Mortgages in connection with sale and proceedsleaseback transactions permitted by Section 2.9(b). In additionFor the avoidance of doubt, the Company accrual of interest, accretion or amortization of original issue discount or accreted value, the accretion of dividends, and the Guarantors may createpayment of interest on Debt in the form of additional Debt will not be deemed to be an incurrence, incurissuance, assume assumption or guarantee Secured of Debt, without equally or ratably (or on a senior basis) securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount (or the accreted value thereof, in the case of any Secured Debt issued with original issue discount) of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (6) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or on a senior basis)) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1) and (2) and if the 365 day period referenced therein shall have expired, also clause (3) under Section 3.02) as of the date of determination would not exceed 20% of Consolidated Adjusted Tangible Assets.

Limitations on Secured Debt. The (a) If the Company will notor any Restricted Subsidiary shall incur, and will not cause or permit any Guarantor to, create, incurissue, assume or enter into a guarantee of any Secured Debt unless secured by a Mortgage on any Principal Property of the Company or any Subsidiary, or on any Capital Stock of any Restricted Subsidiary, the Company shall, or shall cause such Subsidiary or Restricted Subsidiary to, secure the 2046 Notes are secured equally and ratably with (or prior to) such Secured Debtsecured Debt for as long as such Debt is so secured, provided that unless the foregoing does not prohibit the creation, incurrence, assumption or guarantee of: aggregate amount of all such secured Debt (1) Secured Debt which is secured by Liens on model homes, homes held for sale, homes that are under construction or under contract for sale, contracts for the sale avoidance of homesdoubt, land (improved or unimproved), contracts for to the sale of land, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities or office buildings, and fixtures and equipment located at or on any of the foregoing or leasehold or other interests in any of the foregoing; (2) Secured Debt which extent such debt is secured by a Lien Mortgage on Property any Principal Property), when taken together with all Attributable Debt with respect to sale and leaseback transactions involving Principal Properties of the Company or any Subsidiary (with the exception of such transactions which are excluded pursuant to Section 5.8(b) and Section 5.9(b)), would not, at the time of such incurrence, issuance, assumption or guarantee, exceed 15% of Consolidated Net Tangible Assets, as determined based on the most recent available consolidated balance sheet of the Company. Any Mortgage created for the benefit of the Holders of Securities pursuant to the preceding sentence shall provide by its terms that such Mortgage shall be automatically and unconditionally released and discharged upon the release and discharge of the Mortgage to which it relates. (b) The restriction in Section 5.8(a) shall not apply to Debt secured by: (i) Mortgages existing on any property prior to the acquisition thereof by the Company or a Guarantor, which Lien secures obligations assumed by Restricted Subsidiary or existing on any property of any corporation or other entity that becomes a Subsidiary after the date of this Supplemental Indenture prior to the time such corporation becomes a Subsidiary or securing indebtedness that is used to pay the cost of acquisition of such property or to reimburse the Company or a GuarantorRestricted Subsidiary for that cost; provided, or on the Property of a corporation or however, that such Mortgage shall not apply to any other entity at the time it is merged into or consolidated with the Company or a Guarantor or becomes a Guarantor as a result of the acquisition of its Capital Stock by the Company or a Guarantor (other than Secured Debt created in contemplation of the acquisition of such Property or the consummation of such a merger or consolidation or acquisition where the Lien attaches to or affects the Property property of the Company or a Guarantor prior Restricted Subsidiary other than improvements and accessions to such transaction)the property to which it originally applies; (3ii) Secured Mortgages to secure the cost of development or construction of such property, or improvements of such property; provided, however, that such Mortgages shall not apply to any other property of the Company or any Restricted Subsidiary; (iii) Mortgages in favor of a governmental entity or in favor of the holders of securities issued by any such entity, pursuant to any contract or statute (including Mortgages to secure Debt which is secured by Liens arising from conditional sales agreements of the pollution control or title retention agreements with respect industrial revenue bond type) or to Property acquired by secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages; (iv) Mortgages securing indebtedness owing to the Company or a Guarantor; (4v) Secured Debt which is secured by Liens securing Indebtedness of a Guarantor owing to Mortgages existing on the Company or to another GuarantorIssue Date; (5vi) Indebtedness Mortgages required in connection with governmental programs which provide financial or tax benefits, as long as substantially all of the obligations secured are in lieu of or reduce an obligation that would have been secured by a Permitted Lien; andlien permitted under this Indenture; (6vii) any amendmentextensions, restatement, supplement, renewal, replacement, extension, refinancing renewals or refunding, replacements of the Mortgages referred to in whole or this Section 5.8(b) (other than Mortgages described in part (“Refinanced Debt”), of Secured Debt that was permitted to be created, incurred, assumed or guaranteed pursuant to clauses (1ii) through and (5iv) above at the time of the original creation, incurrence, assumption or guarantee thereof, or by this clause (6), provided in each case that above) so long as the principal amount of the Refinanced secured Debt does is not increased (except by an amount not to exceed the principal amount of the Secured Debt being refinancedfees and expenses, extended, renewed or replaced (plus accrued interest thereon including any premium and expenses of refinancing, defeasance costs incurred with such extension, renewal or replacement) and such Refinanced Debt the extension, renewal or replacement is not secured by any additional Properties limited to all or part of the Company same property secured (and for the avoidance of doubt could have been secured) by the Mortgage so extended, renewed or any Guarantor replaced; or (other than accessions viii) Mortgages in connection with sale and proceedsleaseback transactions permitted by Section 5.9(b). In additionFor the avoidance of doubt, the Company accrual of interest, accretion or amortization of original issue discount or accreted value, the accretion of dividends, and the Guarantors may createpayment of interest on Debt in the form of additional Debt will not be deemed to be an incurrence, incurissuance, assume assumption or guarantee Secured of Debt, without equally or ratably (or on a senior basis) securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount (or the accreted value thereof, in the case of any Secured Debt issued with original issue discount) of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (6) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or on a senior basis)) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1) and (2) and if the 365 day period referenced therein shall have expired, also clause (3) under Section 3.02) as of the date of determination would not exceed 20% of Consolidated Adjusted Tangible Assets.

Limitations on Secured Debt. The (a) If the Company will notor any Restricted Subsidiary shall incur, and will not cause or permit any Guarantor to, create, incurissue, assume or enter into a guarantee of any Secured Debt unless secured by a Mortgage on any Principal Property of the Company or any Subsidiary, or on any Capital Stock of any Restricted Subsidiary, the Company shall, or shall cause such Subsidiary or Restricted Subsidiary to, secure the 2022 Notes are secured equally and ratably with (or prior to) such Secured Debtsecured Debt for as long as such Debt is so secured, provided that unless the foregoing does not prohibit the creation, incurrence, assumption or guarantee of: (1) Secured aggregate amount of all outstanding Debt which is secured by Liens on model homesMortgages, homes held for sale, homes that when taken together with all Attributable Debt with respect to sale and leaseback transactions involving Principal Properties of the Company or any Subsidiary (with the exception of such transactions which are under construction or under contract for sale, contracts for the sale of homes, land (improved or unimprovedexcluded pursuant to Section 3.8(b) and Section 3.9(b)), contracts for the sale of landwould not, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities or office buildings, and fixtures and equipment located at or on any of the foregoing or leasehold or other interests in any of the foregoing; (2) Secured Debt which is secured by a Lien on Property at the time of such incurrence, issuance, assumption or guarantee, exceed 15% of Consolidated Net Tangible Assets, as determined based on the most recent available consolidated balance sheet of the Company. Any Mortgage created for the benefit of the Holders of Securities pursuant to the preceding sentence shall provide by its terms that such Mortgage shall be automatically and unconditionally released and discharged upon the release and discharge of the Mortgage to which it relates. (b) The restriction in Section 3.8(a) shall not apply to Debt secured by: (i) Mortgages existing on any property prior to the acquisition thereof by the Company or a Guarantor, which Lien secures obligations assumed by Restricted Subsidiary or existing on any property of any corporation that becomes a Subsidiary after the date of this Supplemental Indenture prior to the time such corporation becomes a Subsidiary or securing indebtedness that is used to pay the cost of acquisition of such property or to reimburse the Company or a GuarantorRestricted Subsidiary for that cost; provided, or on the Property of a corporation or however, that such Mortgage shall not apply to any other entity at the time it is merged into or consolidated with the Company or a Guarantor or becomes a Guarantor as a result of the acquisition of its Capital Stock by the Company or a Guarantor (other than Secured Debt created in contemplation of the acquisition of such Property or the consummation of such a merger or consolidation or acquisition where the Lien attaches to or affects the Property property of the Company or a Guarantor prior Restricted Subsidiary other than improvements and accessions to such transaction)the property to which it originally applies; (3ii) Secured Mortgages to secure the cost of development or construction of such property, or improvements of such property; provided, however, that such Mortgages shall not apply to any other property of the Company or any Restricted Subsidiary; (iii) Mortgages in favor of a governmental entity or in favor of the holders of securities issued by any such entity, pursuant to any contract or statute (including Mortgages to secure Debt which is secured by Liens arising from conditional sales agreements of the pollution control or title retention agreements with respect industrial revenue bond type) or to Property acquired by secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages; (iv) Mortgages securing indebtedness owing to the Company or a Guarantor; (4v) Secured Debt which is secured by Liens securing Indebtedness of a Guarantor owing to Mortgages existing on the Company or to another GuarantorIssue Date; (5vi) Indebtedness Mortgages required in connection with governmental programs which provide financial or tax benefits, as long as substantially all of the obligations secured are in lieu of or reduce an obligation that would have been secured by a Permitted Lien; andlien permitted under this Indenture; (6vii) any amendmentextensions, restatement, supplement, renewal, replacement, extension, refinancing renewals or refunding, replacements of the Mortgages referred to in whole or this Section 3.8(b) (other than Mortgages described in part (“Refinanced Debt”), of Secured Debt that was permitted to be created, incurred, assumed or guaranteed pursuant to clauses (1ii) through and (5iv) above at the time of the original creation, incurrence, assumption or guarantee thereof, or by this clause (6), provided in each case that above) so long as the principal amount of the Refinanced secured Debt does is not exceed increased and the principal amount extension, renewal or replacement is limited to all or part of the Secured Debt being refinanced, same property secured by the Mortgage so extended, renewed or replaced replaced; or (plus accrued interest thereon viii) Mortgages in connection with sale and expenses of refinancing, extension, renewal or replacement) and such Refinanced Debt is not secured leaseback transactions permitted by any additional Properties of the Company or any Guarantor (other than accessions and proceedsSection 3.9(b). In addition, the Company and the Guarantors may create, incur, assume or guarantee Secured Debt, without equally or ratably (or on a senior basis) securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount (or the accreted value thereof, in the case of any Secured Debt issued with original issue discount) of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (6) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or on a senior basis)) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1) and (2) and if the 365 day period referenced therein shall have expired, also clause (3) under Section 3.02) as of the date of determination would not exceed 20% of Consolidated Adjusted Tangible Assets.

Limitations on Secured Debt. The (a) If the Company will notor any Restricted Subsidiary shall incur, and will not cause or permit any Guarantor to, create, incurissue, assume or enter into a guarantee of any Secured Debt unless secured by a Mortgage on any Principal Property of the Company or any Subsidiary, or on any Capital Stock of any Restricted Subsidiary, the Company shall, or shall cause such Subsidiary or Restricted Subsidiary to, secure the Notes are secured equally and ratably with (or prior to) such Secured Debtsecured Debt for as long as such Debt is so secured, provided that unless the foregoing does not prohibit the creation, incurrence, assumption or guarantee of: aggregate amount of all such secured Debt (1) Secured Debt which is secured by Liens on model homes, homes held for sale, homes that are under construction or under contract for sale, contracts for the sale avoidance of homesdoubt, land (improved or unimproved), contracts for to the sale of land, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities or office buildings, and fixtures and equipment located at or on any of the foregoing or leasehold or other interests in any of the foregoing; (2) Secured Debt which extent such debt is secured by a Lien Mortgage on Property any Principal Property), when taken together with all Attributable Debt with respect to sale and leaseback transactions involving Principal Properties of the Company or any Subsidiary (with the exception of such transactions which are excluded pursuant to Section 2.8(b) and Section 2.9(b)), would not, at the time of such incurrence, issuance, assumption or guarantee, exceed 15% of Consolidated Net Tangible Assets, as determined based on the most recent available consolidated balance sheet of the Company. Any Mortgage created for the benefit of the Holders of Securities pursuant to the preceding sentence shall provide by its terms that such Mortgage shall be automatically and unconditionally released and discharged upon the release and discharge of the Mortgage to which it relates. (b) The restriction in Section 2.8(a) shall not apply to Debt secured by: (i) Mortgages existing on any property prior to the acquisition thereof by the Company or a Guarantor, which Lien secures obligations assumed by Restricted Subsidiary or existing on any property of any corporation or other entity that becomes a Subsidiary after the date of this Supplemental Indenture prior to the time such corporation becomes a Subsidiary or securing indebtedness that is used to pay the cost of acquisition of such property or to reimburse the Company or a GuarantorRestricted Subsidiary for that cost; provided, or on the Property of a corporation or however, that such Mortgage shall not apply to any other entity at the time it is merged into or consolidated with the Company or a Guarantor or becomes a Guarantor as a result of the acquisition of its Capital Stock by the Company or a Guarantor (other than Secured Debt created in contemplation of the acquisition of such Property or the consummation of such a merger or consolidation or acquisition where the Lien attaches to or affects the Property property of the Company or a Guarantor prior Restricted Subsidiary other than improvements and accessions to such transaction)the property to which it originally applies; (3ii) Secured Mortgages to secure the cost of development or construction of such property, or improvements of such property; provided, however, that such Mortgages shall not apply to any other property of the Company or any Restricted Subsidiary; (iii) Mortgages in favor of a governmental entity or in favor of the holders of securities issued by any such entity, pursuant to any contract or statute (including Mortgages to secure Debt which is secured by Liens arising from conditional sales agreements of the pollution control or title retention agreements with respect industrial revenue bond type) or to Property acquired by secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages; (iv) Mortgages securing indebtedness owing to the Company or a Guarantor; (4v) Secured Debt which is secured by Liens securing Indebtedness of a Guarantor owing to Mortgages existing on the Company or to another GuarantorIssue Date; (5vi) Indebtedness Mortgages required in connection with governmental programs which provide financial or tax benefits, as long as substantially all of the obligations secured are in lieu of or reduce an obligation that would have been secured by a Permitted Lien; andlien permitted under this Indenture; (6vii) any amendmentextensions, restatement, supplement, renewal, replacement, extension, refinancing renewals or refunding, replacements of the Mortgages referred to in whole or this Section 2.8(b) (other than Mortgages described in part (“Refinanced Debt”), of Secured Debt that was permitted to be created, incurred, assumed or guaranteed pursuant to clauses (1ii) through and (5iv) above at the time of the original creation, incurrence, assumption or guarantee thereof, or by this clause (6), provided in each case that above) so long as the principal amount of the Refinanced secured Debt does is not increased (except by an amount not to exceed the principal amount of the Secured Debt being refinancedfees and expenses, extended, renewed or replaced (plus accrued interest thereon including any premium and expenses of refinancing, defeasance costs incurred with such extension, renewal or replacement) and such Refinanced Debt the extension, renewal or replacement is not secured by any additional Properties limited to all or part of the Company same property secured (and for the avoidance of doubt could have been secured) by the Mortgage so extended, renewed or any Guarantor replaced; or (other than accessions viii) Mortgages in connection with sale and proceedsleaseback transactions permitted by Section 2.9(b). In additionFor the avoidance of doubt, the Company accrual of interest, accretion or amortization of original issue discount or accreted value, the accretion of dividends, and the Guarantors may createpayment of interest on Debt in the form of additional Debt will not be deemed to be an incurrence, incurissuance, assume assumption or guarantee Secured of Debt, without equally or ratably (or on a senior basis) securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount (or the accreted value thereof, in the case of any Secured Debt issued with original issue discount) of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (6) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or on a senior basis)) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1) and (2) and if the 365 day period referenced therein shall have expired, also clause (3) under Section 3.02) as of the date of determination would not exceed 20% of Consolidated Adjusted Tangible Assets.

Limitations on Secured Debt. The Company will not(a) If the Parent, and will not cause the Issuer or permit any Guarantor toRestricted Subsidiary shall incur, create, incurissue, assume or enter into a guarantee of any Secured Debt unless secured by a Mortgage on any Principal Property of the, Parent, the Issuer or any Subsidiary of the Parent, or on any Capital Stock of any Restricted Subsidiary, the Parent or the Issuer shall, or shall cause such Subsidiary or Restricted Subsidiary to, secure the Series 2 Notes are secured equally and ratably rateably with (or prior to) such Secured Debtsecured Debt for as long as such Debt is so secured, provided that unless the foregoing does not prohibit the creation, incurrence, assumption or guarantee of: aggregate amount of all such secured Debt (1) Secured Debt which is secured by Liens on model homes, homes held for sale, homes that are under construction or under contract for sale, contracts for the sale avoidance of homesdoubt, land (improved or unimproved), contracts for to the sale of land, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities or office buildings, and fixtures and equipment located at or on any of the foregoing or leasehold or other interests in any of the foregoing; (2) Secured extent such Debt which is secured by a Lien Mortgage on Property any Principal Property), when taken together with all Attributable Debt with respect to sale and leaseback transactions involving Principal Properties of the Parent, the Issuer or any Subsidiary (with the exception of such transactions which are excluded pursuant to Section 3.8(b) and Section 3.9(b)), would not, at the time of such incurrence, issuance, assumption or guarantee, exceed 15% of Consolidated Net Tangible Assets, as determined based on the most recent available consolidated balance sheet of the Parent. Any Mortgage created for the benefit of the Holders of Securities pursuant to the preceding sentence shall provide by its terms that such Mortgage shall be automatically and unconditionally released and discharged upon the release and discharge of the Mortgage to which it relates. (b) The restriction in Section 3.8(a) shall not apply to Debt secured by: (i) Mortgages existing on any property prior to the acquisition thereof by the Company Parent, the Issuer or a Guarantor, which Lien secures obligations assumed by the Company Restricted Subsidiary or a Guarantor, or existing on the Property any property of a any corporation or other entity at that becomes a Subsidiary after the date of this Supplemental Indenture prior to the time it is merged into or consolidated with the Company or a Guarantor or such corporation becomes a Guarantor as a result Subsidiary or securing indebtedness that is used to pay the cost of the acquisition of its Capital Stock by the Company or a Guarantor (other than Secured Debt created in contemplation of the acquisition of such Property property or to reimburse the consummation of Parent, the Issuer or a Restricted Subsidiary for that cost; provided, however, that such a merger or consolidation or acquisition where the Lien attaches Mortgage shall not apply to or affects the Property any other property of the Company Parent, the Issuer or a Guarantor prior Restricted Subsidiary other than improvements and accessions to such transaction)the property to which it originally applies; (3ii) Secured Mortgages to secure the cost of development or construction of such property, or improvements of such property; provided, however, that such Mortgages shall not apply to any other property of the Parent or any Restricted Subsidiary; (iii) Mortgages in favor of a governmental entity or in favor of the holders of securities issued by any such entity, pursuant to any contract or statute (including Mortgages to secure Debt which is secured by Liens arising from conditional sales agreements of the pollution control or title retention agreements with respect industrial revenue bond type) or to Property acquired by secure any indebtedness incurred for the Company purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages; (iv) Mortgages securing indebtedness owing to the Parent, the Issuer or a Subsidiary Guarantor; (4v) Secured Debt which is secured by Liens securing Indebtedness of a Guarantor owing to Mortgages existing on the Company or to another GuarantorIssue Date; (5vi) Indebtedness Mortgages required in connection with governmental programs which provide financial or tax benefits, as long as substantially all of the obligations secured are in lieu of or reduce an obligation that would have been secured by a Permitted Lien; andlien permitted under this Indenture; (6vii) any amendmentextensions, restatement, supplement, renewal, replacement, extension, refinancing renewals or refunding, replacements of the Mortgages referred to in whole or this Section 3.8(b) (other than Mortgages described in part (“Refinanced Debt”), of Secured Debt that was permitted to be created, incurred, assumed or guaranteed pursuant to clauses (1ii) through and (5iv) above at the time of the original creation, incurrence, assumption or guarantee thereof, or by this clause (6), provided in each case that above) so long as the principal amount of the Refinanced secured Debt does is not increased (except by an amount not to exceed the principal amount of the Secured Debt being refinancedfees and expenses, extended, renewed or replaced (plus accrued interest thereon including any premium and expenses of refinancing, defeasance costs incurred with such extension, renewal or replacement) and such Refinanced Debt the extension, renewal or replacement is not secured by any additional Properties limited to all or part of the Company same property secured (and for the avoidance of doubt could have been secured) by the Mortgage so extended, renewed or any Guarantor replaced; or (other than accessions viii) Mortgages in connection with sale and proceedsleaseback transactions permitted by Section 3.9(b). In additionFor the avoidance of doubt, the Company accrual of interest, accretion or amortization of original issue discount or accreted value, the accretion of dividends, and the Guarantors may createpayment of interest on Debt in the form of additional Debt will not be deemed to be an incurrence, incurissuance, assume assumption or guarantee Secured of Debt, without equally or ratably (or on a senior basis) securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount (or the accreted value thereof, in the case of any Secured Debt issued with original issue discount) of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (6) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or on a senior basis)) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1) and (2) and if the 365 day period referenced therein shall have expired, also clause (3) under Section 3.02) as of the date of determination would not exceed 20% of Consolidated Adjusted Tangible Assets.

Limitations on Secured Debt. The (a) If the Company will notor any Restricted Subsidiary shall incur, and will not cause or permit any Guarantor to, create, incurissue, assume or enter into a guarantee of any Secured Debt unless secured by a Mortgage on any Principal Property of the Company or any Subsidiary, or on any Capital Stock of any Restricted Subsidiary, the Company shall, or shall cause such Subsidiary or Restricted Subsidiary to, secure the 2017 Notes are secured equally and ratably with (or prior to) such Secured Debtsecured Debt for as long as such Debt is so secured, provided that unless the foregoing does not prohibit the creation, incurrence, assumption or guarantee of: (1) Secured aggregate amount of all outstanding Debt which is secured by Liens on model homesMortgages, homes held for sale, homes that when taken together with all Attributable Debt with respect to sale and leaseback transactions involving Principal Properties of the Company or any Subsidiary (with the exception of such transactions which are under construction or under contract for sale, contracts for the sale of homes, land (improved or unimprovedexcluded pursuant to Section 2.8(b) and Section 2.9(b)), contracts for the sale of landwould not, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities or office buildings, and fixtures and equipment located at or on any of the foregoing or leasehold or other interests in any of the foregoing; (2) Secured Debt which is secured by a Lien on Property at the time of such incurrence, issuance, assumption or guarantee, exceed 15% of Consolidated Net Tangible Assets, as determined based on the most recent available consolidated balance sheet of the Company. Any Mortgage created for the benefit of the Holders of Securities pursuant to the preceding sentence shall provide by its terms that such Mortgage shall be automatically and unconditionally released and discharged upon the release and discharge of the Mortgage to which it relates. (b) The restriction in Section 2.8(a) shall not apply to Debt secured by: (i) Mortgages existing on any property prior to the acquisition thereof by the Company or a Guarantor, which Lien secures obligations assumed by Restricted Subsidiary or existing on any property of any corporation that becomes a Subsidiary after the date of this Supplemental Indenture prior to the time such corporation becomes a Subsidiary or securing indebtedness that is used to pay the cost of acquisition of such property or to reimburse the Company or a GuarantorRestricted Subsidiary for that cost; provided, or on the Property of a corporation or however, that such Mortgage shall not apply to any other entity at the time it is merged into or consolidated with the Company or a Guarantor or becomes a Guarantor as a result of the acquisition of its Capital Stock by the Company or a Guarantor (other than Secured Debt created in contemplation of the acquisition of such Property or the consummation of such a merger or consolidation or acquisition where the Lien attaches to or affects the Property property of the Company or a Guarantor prior Restricted Subsidiary other than improvements and accessions to such transaction)the property to which it originally applies; (3ii) Secured Mortgages to secure the cost of development or construction of such property, or improvements of such property; provided, however, that such Mortgages shall not apply to any other property of the Company or any Restricted Subsidiary; (iii) Mortgages in favor of a governmental entity or in favor of the holders of securities issued by any such entity, pursuant to any contract or statute (including Mortgages to secure Debt which is secured by Liens arising from conditional sales agreements of the pollution control or title retention agreements with respect industrial revenue bond type) or to Property acquired by secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages; (iv) Mortgages securing indebtedness owing to the Company or a Guarantor; (4v) Secured Debt which is secured by Liens securing Indebtedness of a Guarantor owing to Mortgages existing on the Company or to another GuarantorIssue Date; (5vi) Indebtedness Mortgages required in connection with governmental programs which provide financial or tax benefits, as long as substantially all of the obligations secured are in lieu of or reduce an obligation that would have been secured by a Permitted Lien; andlien permitted under this Indenture; (6vii) any amendmentextensions, restatement, supplement, renewal, replacement, extension, refinancing renewals or refunding, replacements of the Mortgages referred to in whole or this Section 2.8(b) (other than Mortgages described in part (“Refinanced Debt”), of Secured Debt that was permitted to be created, incurred, assumed or guaranteed pursuant to clauses (1ii) through and (5iv) above at the time of the original creation, incurrence, assumption or guarantee thereof, or by this clause (6), provided in each case that above) so long as the principal amount of the Refinanced secured Debt does is not exceed increased and the principal amount extension, renewal or replacement is limited to all or part of the Secured Debt being refinanced, same property secured by the Mortgage so extended, renewed or replaced replaced; or (plus accrued interest thereon viii) Mortgages in connection with sale and expenses of refinancing, extension, renewal or replacement) and such Refinanced Debt is not secured leaseback transactions permitted by any additional Properties of the Company or any Guarantor (other than accessions and proceedsSection 2.9(b). In addition, the Company and the Guarantors may create, incur, assume or guarantee Secured Debt, without equally or ratably (or on a senior basis) securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount (or the accreted value thereof, in the case of any Secured Debt issued with original issue discount) of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (6) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or on a senior basis)) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1) and (2) and if the 365 day period referenced therein shall have expired, also clause (3) under Section 3.02) as of the date of determination would not exceed 20% of Consolidated Adjusted Tangible Assets.

Limitations on Secured Debt. The (a) If the Company will notor any Restricted Subsidiary shall incur, and will not cause or permit any Guarantor to, create, incurissue, assume or enter into a guarantee of any Secured Debt unless secured by a Mortgage on any Principal Property of the Company or any Subsidiary, or on any Capital Stock of any Restricted Subsidiary, the Company shall, or shall cause such Subsidiary or Restricted Subsidiary to, secure the 2042 Notes are secured equally and ratably with (or prior to) such Secured Debtsecured Debt for as long as such Debt is so secured, provided that unless the foregoing does not prohibit the creation, incurrence, assumption or guarantee of: (1) Secured aggregate amount of all outstanding Debt which is secured by Liens on model homesMortgages, homes held for sale, homes that when taken together with all Attributable Debt with respect to sale and leaseback transactions involving Principal Properties of the Company or any Subsidiary (with the exception of such transactions which are under construction or under contract for sale, contracts for the sale of homes, land (improved or unimprovedexcluded pursuant to Section 4.8(b) and Section 4.9(b)), contracts for the sale of landwould not, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities or office buildings, and fixtures and equipment located at or on any of the foregoing or leasehold or other interests in any of the foregoing; (2) Secured Debt which is secured by a Lien on Property at the time of such incurrence, issuance, assumption or guarantee, exceed 15% of Consolidated Net Tangible Assets, as determined based on the most recent available consolidated balance sheet of the Company. Any Mortgage created for the benefit of the Holders of Securities pursuant to the preceding sentence shall provide by its terms that such Mortgage shall be automatically and unconditionally released and discharged upon the release and discharge of the Mortgage to which it relates. (b) The restriction in Section 4.8(a) shall not apply to Debt secured by: (i) Mortgages existing on any property prior to the acquisition thereof by the Company or a Guarantor, which Lien secures obligations assumed by Restricted Subsidiary or existing on any property of any corporation that becomes a Subsidiary after the date of this Supplemental Indenture prior to the time such corporation becomes a Subsidiary or securing indebtedness that is used to pay the cost of acquisition of such property or to reimburse the Company or a GuarantorRestricted Subsidiary for that cost; provided, or on the Property of a corporation or however, that such Mortgage shall not apply to any other entity at the time it is merged into or consolidated with the Company or a Guarantor or becomes a Guarantor as a result of the acquisition of its Capital Stock by the Company or a Guarantor (other than Secured Debt created in contemplation of the acquisition of such Property or the consummation of such a merger or consolidation or acquisition where the Lien attaches to or affects the Property property of the Company or a Guarantor prior Restricted Subsidiary other than improvements and accessions to such transaction)the property to which it originally applies; (3ii) Secured Mortgages to secure the cost of development or construction of such property, or improvements of such property; provided, however, that such Mortgages shall not apply to any other property of the Company or any Restricted Subsidiary; (iii) Mortgages in favor of a governmental entity or in favor of the holders of securities issued by any such entity, pursuant to any contract or statute (including Mortgages to secure Debt which is secured by Liens arising from conditional sales agreements of the pollution control or title retention agreements with respect industrial revenue bond type) or to Property acquired by secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages; (iv) Mortgages securing indebtedness owing to the Company or a Guarantor; (4v) Secured Debt which is secured by Liens securing Indebtedness of a Guarantor owing to Mortgages existing on the Company or to another GuarantorIssue Date; (5vi) Indebtedness Mortgages required in connection with governmental programs which provide financial or tax benefits, as long as substantially all of the obligations secured are in lieu of or reduce an obligation that would have been secured by a Permitted Lien; andlien permitted under this Indenture; (6vii) any amendmentextensions, restatement, supplement, renewal, replacement, extension, refinancing renewals or refunding, replacements of the Mortgages referred to in whole or this Section 4.8(b) (other than Mortgages described in part (“Refinanced Debt”), of Secured Debt that was permitted to be created, incurred, assumed or guaranteed pursuant to clauses (1ii) through and (5iv) above at the time of the original creation, incurrence, assumption or guarantee thereof, or by this clause (6), provided in each case that above) so long as the principal amount of the Refinanced secured Debt does is not exceed increased and the principal amount extension, renewal or replacement is limited to all or part of the Secured Debt being refinanced, same property secured by the Mortgage so extended, renewed or replaced replaced; or (plus accrued interest thereon viii) Mortgages in connection with sale and expenses of refinancing, extension, renewal or replacement) and such Refinanced Debt is not secured leaseback transactions permitted by any additional Properties of the Company or any Guarantor (other than accessions and proceedsSection 4.9(b). In addition, the Company and the Guarantors may create, incur, assume or guarantee Secured Debt, without equally or ratably (or on a senior basis) securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount (or the accreted value thereof, in the case of any Secured Debt issued with original issue discount) of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (6) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or on a senior basis)) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1) and (2) and if the 365 day period referenced therein shall have expired, also clause (3) under Section 3.02) as of the date of determination would not exceed 20% of Consolidated Adjusted Tangible Assets.

Limitations on Secured Debt. The Company agrees for the benefit of Holders of Senior Securities only, that unless otherwise provided herein, the Company will notnot itself, and will not cause or permit any Guarantor Subsidiary to, create, incur, issue, assume or guarantee any Secured Debt unless secured after the Notes are date of the Indenture by pledge of, or mortgage or other lien ("Mortgage") on, any Principal Property of the Company or any Significant Subsidiary, or any shares of stock or Debt of any Significant Subsidiary without effectively providing that the Senior Securities of all series issued pursuant to the Indenture (together with, if the Company shall so determine, any other Debt of the Company or such Significant Subsidiary then existing or thereafter created which is not subordinate to the Senior Securities) shall be secured equally and ratably with (or or, at the option of the Company, prior to) such Secured secured Debt, provided that so long as such secured Debt shall be so secured, unless after giving effect thereto, the foregoing does aggregate principal amount of all such secured Debt then outstanding which would otherwise be prohibited, plus all Attributable Debt of the Company and its Significant Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1005) occurring after the first date of issuance of the applicable Senior Securities which would otherwise be prohibited by the covenant described in Section 1005, would not prohibit the creation, incurrence, assumption or guarantee of:exceed 10% of Consolidated Net Tangible Assets. (1i) Secured Debt which is secured by Liens Mortgages existing on model homesthe date of the first issuance of Securities under this Indenture; (ii) Mortgages on property of, homes held for sale, homes that are under construction or under contract for sale, contracts for the sale of homes, land (improved or unimproved), contracts for the sale of land, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities or office buildings, and fixtures and equipment located at or on any shares of the foregoing stock or leasehold or other interests in Debt of, any of the foregoing; (2) Secured Debt which is secured by a Lien on Property corporation existing at the time of its acquisition by the Company or a Guarantor, which Lien secures obligations assumed by the Company or a Guarantor, or on the Property of a such corporation or other entity at the time it is merged into or consolidated with the Company or a Guarantor or becomes a Guarantor as a result of the acquisition of its Capital Stock by the Company or a Guarantor Significant Subsidiary; (other than Secured Debt created iii) Mortgages in contemplation of the acquisition of such Property or the consummation of such a merger or consolidation or acquisition where the Lien attaches to or affects the Property of the Company or a Guarantor prior to such transaction); (3) Secured Debt which is secured by Liens arising from conditional sales agreements or title retention agreements with respect to Property acquired by the Company or a Guarantor; (4) Secured Debt which is secured by Liens securing Indebtedness of a Guarantor owing to the Company or to another Guarantor; (5) Indebtedness secured by a Permitted Lien; and (6) any amendment, restatement, supplement, renewal, replacement, extension, refinancing or refunding, in whole or in part (“Refinanced Debt”), of Secured Debt that was permitted to be created, incurred, assumed or guaranteed pursuant to clauses (1) through (5) above at the time of the original creation, incurrence, assumption or guarantee thereof, or by this clause (6), provided in each case that the principal amount of the Refinanced Debt does not exceed the principal amount of the Secured Debt being refinanced, extended, renewed or replaced (plus accrued interest thereon and expenses of refinancing, extension, renewal or replacement) and such Refinanced Debt is not secured by any additional Properties favor of the Company or any Guarantor Significant Subsidiary; (other than accessions and proceeds). In addition, iv) Mortgages in favor of the Company and the Guarantors may create, incur, assume United States of America or guarantee Secured Debt, without equally or ratably (or on a senior basis) securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount (or the accreted value any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in the case favor of any Secured Debt issued with original issue discount) of all Secured Debt outstanding other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute; (excluding Secured Debt permitted under clauses (1) through (6) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or on a senior basis)) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1) and (2) and if the 365 day period referenced therein shall have expired, also clause (3) under Section 3.02) as of the date of determination would not exceed 20% of Consolidated Adjusted Tangible Assets.

Limitations on Secured Debt. The (a) If the Company will notor any Restricted Subsidiary shall incur, and will not cause or permit any Guarantor to, create, incurissue, assume or enter into a guarantee of any Secured Debt unless secured by a Mortgage on any Principal Property of the Company or any Subsidiary, or on any Capital Stock of any Restricted Subsidiary, the Company shall, or shall cause such Subsidiary or Restricted Subsidiary to, secure the 2021 Notes are secured equally and ratably with (or prior to) such Secured Debtsecured Debt for as long as such Debt is so secured, provided that unless the foregoing does not prohibit the creation, incurrence, assumption or guarantee of: aggregate amount of all such secured Debt (1) Secured Debt which is secured by Liens on model homes, homes held for sale, homes that are under construction or under contract for sale, contracts for the sale avoidance of homesdoubt, land (improved or unimproved), contracts for to the sale of land, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities or office buildings, and fixtures and equipment located at or on any of the foregoing or leasehold or other interests in any of the foregoing; (2) Secured Debt which extent such debt is secured by a Lien Mortgage on Property any Principal Property), when taken together with all Attributable Debt with respect to sale and leaseback transactions involving Principal Properties of the Company or any Subsidiary (with the exception of such transactions which are excluded pursuant to Section 3.8(b) and Section 3.9(b)), would not, at the time of such incurrence, issuance, assumption or guarantee, exceed 15% of Consolidated Net Tangible Assets, as determined based on the most recent available consolidated balance sheet of the Company. Any Mortgage created for the benefit of the Holders of Securities pursuant to the preceding sentence shall provide by its terms that such Mortgage shall be automatically and unconditionally released and discharged upon the release and discharge of the Mortgage to which it relates. (b) The restriction in Section 3.8(a) shall not apply to Debt secured by: (i) Mortgages existing on any property prior to the acquisition thereof by the Company or a Guarantor, which Lien secures obligations assumed by Restricted Subsidiary or existing on any property of any corporation or other entity that becomes a Subsidiary after the date of this Supplemental Indenture prior to the time such corporation becomes a Subsidiary or securing indebtedness that is used to pay the cost of acquisition of such property or to reimburse the Company or a GuarantorRestricted Subsidiary for that cost; provided, or on the Property of a corporation or however, that such Mortgage shall not apply to any other entity at the time it is merged into or consolidated with the Company or a Guarantor or becomes a Guarantor as a result of the acquisition of its Capital Stock by the Company or a Guarantor (other than Secured Debt created in contemplation of the acquisition of such Property or the consummation of such a merger or consolidation or acquisition where the Lien attaches to or affects the Property property of the Company or a Guarantor prior Restricted Subsidiary other than improvements and accessions to such transaction)the property to which it originally applies; (3ii) Secured Mortgages to secure the cost of development or construction of such property, or improvements of such property; provided, however, that such Mortgages shall not apply to any other property of the Company or any Restricted Subsidiary; (iii) Mortgages in favor of a governmental entity or in favor of the holders of securities issued by any such entity, pursuant to any contract or statute (including Mortgages to secure Debt which is secured by Liens arising from conditional sales agreements of the pollution control or title retention agreements with respect industrial revenue bond type) or to Property acquired by secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages; (iv) Mortgages securing indebtedness owing to the Company or a Guarantor; (4v) Secured Debt which is secured by Liens securing Indebtedness of a Guarantor owing to Mortgages existing on the Company or to another GuarantorIssue Date; (5vi) Indebtedness Mortgages required in connection with governmental programs which provide financial or tax benefits, as long as substantially all of the obligations secured are in lieu of or reduce an obligation that would have been secured by a Permitted Lien; andlien permitted under this Indenture; (6vii) any amendmentextensions, restatement, supplement, renewal, replacement, extension, refinancing renewals or refunding, replacements of the Mortgages referred to in whole or this Section 3.8(b) (other than Mortgages described in part (“Refinanced Debt”), of Secured Debt that was permitted to be created, incurred, assumed or guaranteed pursuant to clauses (1ii) through and (5iv) above at the time of the original creation, incurrence, assumption or guarantee thereof, or by this clause (6), provided in each case that above) so long as the principal amount of the Refinanced secured Debt does is not increased (except by an amount not to exceed the principal amount of the Secured Debt being refinancedfees and expenses, extended, renewed or replaced (plus accrued interest thereon including any premium and expenses of refinancing, defeasance costs incurred with such extension, renewal or replacement) and such Refinanced Debt the extension, renewal or replacement is not secured by any additional Properties limited to all or part of the Company same property secured (and, for the avoidance of doubt could have been secured) by the Mortgage so extended, renewed or any Guarantor replaced; or (other than accessions viii) Mortgages in connection with sale and proceedsleaseback transactions permitted by Section 3.9(b). In additionFor the avoidance of doubt, the Company accrual of interest, accretion or amortization of original issue discount or accreted value, the accretion of dividends, and the Guarantors may createpayment of interest on Debt in the form of additional Debt will not be deemed to be an incurrence, incurissuance, assume assumption or guarantee Secured of Debt, without equally or ratably (or on a senior basis) securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount (or the accreted value thereof, in the case of any Secured Debt issued with original issue discount) of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (6) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or on a senior basis)) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1) and (2) and if the 365 day period referenced therein shall have expired, also clause (3) under Section 3.02) as of the date of determination would not exceed 20% of Consolidated Adjusted Tangible Assets.

Limitations on Secured Debt. The Company agrees for the benefit of Holders of Senior Securities only, that unless otherwise provided herein, the Company will notnot itself, and will not cause or permit any Guarantor Subsidiary to, create, incur, issue, assume or guarantee any Secured Debt unless secured after the Notes are date of the Indenture by pledge of, or mortgage or other lien ("Mortgage") on, any Principal Property of the Company or any Significant Subsidiary, or any shares of stock or Debt of any Significant Subsidiary without effectively providing that the Senior Securities of all series issued pursuant to the Indenture (together with, if the Company shall so determine, any other Debt of the Company or such Significant Subsidiary then existing or thereafter created which is not subordinate to the Senior Securities) shall be secured equally and ratably with (or or, at the option of the Company, prior to) such Secured secured Debt, provided that so long as such secured Debt shall be so secured, unless after giving effect thereto, the foregoing does aggregate principal amount of all such secured Debt then outstanding which would otherwise be prohibited, plus all Attributable Debt of the Company and its Significant Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1005) occurring after the first date of issuance of the applicable Senior Securities which would otherwise be prohibited by the covenant described in Section 1005, would not prohibit the creation, incurrence, assumption or guarantee of:exceed 10% of Consolidated Net Tangible Assets. (1i) Secured Debt which is secured by Liens Mortgages existing on model homesthe date of the first issuance of Securities under this Indenture; (ii) Mortgages on property of, homes held for sale, homes that are under construction or under contract for sale, contracts for the sale of homes, land (improved or unimproved), contracts for the sale of land, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities or office buildings, and fixtures and equipment located at or on any shares of the foregoing stock or leasehold or other interests in Debt of, any of the foregoing; (2) Secured Debt which is secured by a Lien on Property corporation existing at the time of its acquisition by the Company or a Guarantor, which Lien secures obligations assumed by the Company or a Guarantor, or on the Property of a such corporation or other entity at the time it is merged into or consolidated with the Company or a Guarantor or becomes a Guarantor as a result of the acquisition of its Capital Stock by the Company or a Guarantor Significant Subsidiary; (other than Secured Debt created iii) Mortgages in contemplation of the acquisition of such Property or the consummation of such a merger or consolidation or acquisition where the Lien attaches to or affects the Property of the Company or a Guarantor prior to such transaction); (3) Secured Debt which is secured by Liens arising from conditional sales agreements or title retention agreements with respect to Property acquired by the Company or a Guarantor; (4) Secured Debt which is secured by Liens securing Indebtedness of a Guarantor owing to the Company or to another Guarantor; (5) Indebtedness secured by a Permitted Lien; and (6) any amendment, restatement, supplement, renewal, replacement, extension, refinancing or refunding, in whole or in part (“Refinanced Debt”), of Secured Debt that was permitted to be created, incurred, assumed or guaranteed pursuant to clauses (1) through (5) above at the time of the original creation, incurrence, assumption or guarantee thereof, or by this clause (6), provided in each case that the principal amount of the Refinanced Debt does not exceed the principal amount of the Secured Debt being refinanced, extended, renewed or replaced (plus accrued interest thereon and expenses of refinancing, extension, renewal or replacement) and such Refinanced Debt is not secured by any additional Properties favor of the Company or any Guarantor Significant Subsidiary; (other than accessions and proceeds). In addition, iv) Mortgages in favor of the Company and the Guarantors may create, incur, assume United States of America or guarantee Secured Debt, without equally or ratably (or on a senior basis) securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount (or the accreted value any State thereof, in the case of or any Secured Debt issued with original issue discount) of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (6) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (department, agency or on a senior basis)) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1) and (2) and if the 365 day period referenced therein shall have expired, also clause (3) under Section 3.02) as instrumentality or political subdivision of the date of determination would not exceed 20% of Consolidated Adjusted Tangible Assets.United States of

Limitations on Secured Debt. The Company will not(a) None of the Issuer, and will not cause the Parent or permit any Guarantor toRestricted Subsidiary shall incur or enter into a guarantee of any Debt secured by a Mortgage (the "Initial Lien") on any Principal Property of the Parent, createthe Issuer or any Subsidiary of the Parent, incuror on any Capital Stock of any Restricted Subsidiary, assume whether owned at the Issue Date or guarantee any Secured Debt unless thereafter acquired, without the Notes are Parent or the Issuer effectively providing, or causing such Subsidiary or Restricted Subsidiary to provide, that the Securities shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such Secured Debtobligations are so secured; provided, provided however, that the foregoing does not prohibit Issuer, the creation, incurrence, assumption Parent or any Restricted Subsidiary shall be entitled to incur or guarantee ofDebt secured by Mortgages on any Principal Property of the Issuer, the Parent or any Subsidiary of the Parent, or on any Capital Stock of any Restricted Subsidiary, whether owned at the Issue Date or thereafter acquired, as long as the aggregate amount of outstanding Debt secured by Mortgages incurred pursuant to this proviso, when taken together with all Attributable Debt with respect to sale and leaseback transactions involving Principal Properties of the Issuer, the Parent or any Restricted Subsidiary (with the exception of such transactions which are excluded pursuant to Section 4.05(b)) does not, at the time of such incurrence or guarantee, exceed 15% of Consolidated Net Tangible Assets, as determined based on the most recent available consolidated balance sheet of the Parent. Any Mortgage created for the benefit of the Holders of Securities pursuant to the preceding sentence shall provide by its terms that such Mortgage shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. (b) The above restriction will not apply to Debt secured by: (1) Secured Debt which is secured by Liens on model homes, homes held for sale, homes that are under construction or under contract for sale, contracts for the sale of homes, land (improved or unimproved), contracts for the sale of land, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities or office buildings, and fixtures and equipment located at or on any of the foregoing or leasehold or other interests in any of the foregoingpurchase money Mortgages; (2) Secured Debt which is secured Mortgages existing on any property prior to the acquisition thereof by the Parent, the Issuer or a Lien Restricted Subsidiary or existing on Property at any property of any corporation that becomes a Subsidiary after the date of this Indenture prior to the time of its acquisition by the Company or a Guarantor, which Lien secures obligations assumed by the Company or a Guarantor, or on the Property of a such corporation or other entity at the time it is merged into or consolidated with the Company or a Guarantor or becomes a Guarantor as a result Subsidiary or securing indebtedness that is used to pay the cost of the acquisition of its Capital Stock by the Company or a Guarantor (other than Secured Debt created in contemplation of the acquisition of such Property property or to reimburse the consummation of Parent, the Issuer or a Restricted Subsidiary for that cost; provided, however, that such a merger or consolidation or acquisition where the Lien attaches Mortgage shall not apply to or affects the Property any other property of the Company Parent, the Issuer or a Guarantor prior Restricted Subsidiary other than improvements and accessions to such transaction)the property to which it originally applies; (3) Secured Debt which is secured by Liens arising from conditional sales agreements Mortgages to secure the cost of development or title retention agreements with respect construction of such property, or improvements of such property; provided, however, that such Mortgages shall not apply to Property acquired by any other property of the Company Parent, the Issuer or a Guarantorany Restricted Subsidiary; (4) Secured Debt which is secured by Liens securing Indebtedness Mortgages in favour of a Guarantor owing governmental entity or in favour of the holders of securities issued by any such entity, pursuant to any contract or statute (including Mortgages to secure Debt of the Company pollution control or industrial revenue bond type) or to another Guarantorsecure any indebtedness for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages; (5) Indebtedness secured by Mortgages securing indebtedness owing to the Parent, the Issuer or a Permitted Lien; andSubsidiary Guarantor; (6) any amendmentMortgages existing on the Issue Date; (7) Mortgages required in connection with governmental programs which provide financial or tax benefits, restatementas long as substantially all of the obligations secured are in lieu of or reduce an obligation that would have been secured by a lien permitted under this Indenture; (8) Extensions, supplement, renewal, replacement, extension, refinancing renewals or refunding, replacements of the Mortgages referred to in whole or this Section 4.04(b) (other than Mortgages described in part (“Refinanced Debt”), of Secured Debt that was permitted to be created, incurred, assumed or guaranteed pursuant to clauses (13) through and (5) above at the time of the original creation, incurrence, assumption or guarantee thereof, or by this clause (6), provided in each case that above) so long as the principal amount of the Refinanced secured Debt does is not exceed increased and the principal amount extension, renewal or replacement is limited to all or part of the Secured Debt being refinanced, same property secured by the Mortgage so extended, renewed or replaced replaced; or (plus accrued interest thereon 9) Mortgages in connection with sale and expenses of refinancing, extension, renewal or replacement) and such Refinanced Debt is not secured leaseback transactions permitted by any additional Properties of the Company or any Guarantor (other than accessions and proceedsSection 4.05(b). In addition, the Company and the Guarantors may create, incur, assume or guarantee Secured Debt, without equally or ratably (or on a senior basis) securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount (or the accreted value thereof, in the case of any Secured Debt issued with original issue discount) of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (6) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or on a senior basis)) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1) and (2) and if the 365 day period referenced therein shall have expired, also clause (3) under Section 3.02) as of the date of determination would not exceed 20% of Consolidated Adjusted Tangible Assets.

Limitations on Secured Debt. The Company will not(a) None of the Issuer, and will not cause the Parent or permit any Guarantor toRestricted Subsidiary shall incur or enter into a guarantee of any Debt secured by a Mortgage (the “Initial Lien”) on any Principal Property of the Parent, createthe Issuer or any Subsidiary of the Parent, incuror on any Capital Stock of any Restricted Subsidiary, assume whether owned at the Issue Date or guarantee any Secured Debt unless thereafter acquired, without the Notes are Parent or the Issuer effectively providing, or causing such Subsidiary or Restricted Subsidiary to provide, that the Securities shall be secured equally and ratably with (or prior to) the obligations so secured (on for the avoidance of doubt the Principal Properties or such Secured DebtCapital Stock) for so long as such obligations are so secured; provided, provided however, that the foregoing does not prohibit Issuer, the creation, incurrence, assumption Parent or any Restricted Subsidiary shall be entitled to incur or guarantee ofDebt secured by Mortgages on any Principal Property of the Issuer, the Parent or any Subsidiary of the Parent, or on any Capital Stock of any Restricted Subsidiary, whether owned at the Issue Date or thereafter acquired, as long as the aggregate amount of outstanding Debt secured by Mortgages incurred pursuant to this proviso, when taken together with all Attributable Debt with respect to sale and leaseback transactions involving Principal Properties of the Issuer, the Parent or any Restricted Subsidiary (with the exception of such transactions which are excluded pursuant to Section 4.05(b)) does not, at the time of such incurrence or guarantee, exceed 15% of Consolidated Net Tangible Assets, as determined based on the most recent available consolidated balance sheet of the Parent. Any Mortgage created for the benefit of the Holders of Securities pursuant to the preceding sentence shall provide by its terms that such Mortgage shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. (b) The above restriction will not apply to Debt secured by: (1) Secured Debt which is secured by Liens on model homes, homes held for sale, homes that are under construction or under contract for sale, contracts for the sale of homes, land (improved or unimproved), contracts for the sale of land, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities or office buildings, and fixtures and equipment located at or on any of the foregoing or leasehold or other interests in any of the foregoingpurchase money Mortgages; (2) Secured Debt which is secured Mortgages existing on any property prior to the acquisition thereof by the Parent, the Issuer or a Lien Restricted Subsidiary or existing on Property at any property of any corporation that becomes a Subsidiary after the date of this Indenture prior to the time of its acquisition by the Company or a Guarantor, which Lien secures obligations assumed by the Company or a Guarantor, or on the Property of a such corporation or other entity at the time it is merged into or consolidated with the Company or a Guarantor or becomes a Guarantor as a result Subsidiary or securing indebtedness that is used to pay the cost of the acquisition of its Capital Stock by the Company or a Guarantor (other than Secured Debt created in contemplation of the acquisition of such Property property or to reimburse the consummation of Parent, the Issuer or a Restricted Subsidiary for that cost; provided, however, that such a merger or consolidation or acquisition where the Lien attaches Mortgage shall not apply to or affects the Property any other property of the Company Parent, the Issuer or a Guarantor prior Restricted Subsidiary other than improvements and accessions to such transaction)the property to which it originally applies; (3) Secured Debt which is secured by Liens arising from conditional sales agreements Mortgages to secure the cost of development or title retention agreements with respect construction of such property, or improvements of such property; provided, however, that such Mortgages shall not apply to Property acquired by any other property of the Company Parent, the Issuer or a Guarantorany Restricted Subsidiary; (4) Secured Debt which is secured by Liens securing Indebtedness Mortgages in favour of a Guarantor owing governmental entity or in favour of the holders of securities issued by any such entity, pursuant to any contract or statute (including Mortgages to secure Debt of the Company pollution control or industrial revenue bond type) or to another Guarantorsecure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages; (5) Indebtedness secured by Mortgages securing indebtedness owing to the Parent, the Issuer or a Permitted Lien; andSubsidiary Guarantor; (6) any amendmentMortgages existing on the Issue Date; (7) Mortgages required in connection with governmental programs which provide financial or tax benefits, restatementas long as substantially all of the obligations secured are in lieu of or reduce an obligation that would have been secured by a lien permitted under this Indenture; (8) Extensions, supplement, renewal, replacement, extension, refinancing renewals or refunding, replacements of the Mortgages referred to in whole or this Section 4.04(b) (other than Mortgages described in part (“Refinanced Debt”), of Secured Debt that was permitted to be created, incurred, assumed or guaranteed pursuant to clauses (13) through and (5) above at the time of the original creation, incurrence, assumption or guarantee thereof, or by this clause (6), provided in each case that above) so long as the principal amount of the Refinanced secured Debt does is not exceed increased (other than by the principal amount of fees, costs and premiums incurred in connection therewith) and the Secured Debt being refinancedextension, renewal or replacement is limited to all or part of the same property secured by the Mortgage so extended, renewed or replaced replaced; or (plus accrued interest thereon 9) Mortgages in connection with sale and expenses of refinancing, extension, renewal or replacement) and such Refinanced Debt is not secured leaseback transactions permitted by any additional Properties of the Company or any Guarantor (other than accessions and proceedsSection 4.05(b). In addition, the Company and the Guarantors may create, incur, assume or guarantee Secured Debt, without equally or ratably (or on a senior basis) securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount (or the accreted value thereof, in the case of any Secured Debt issued with original issue discount) of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (6) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or on a senior basis)) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1) and (2) and if the 365 day period referenced therein shall have expired, also clause (3) under Section 3.02) as of the date of determination would not exceed 20% of Consolidated Adjusted Tangible Assets.

Limitations on Secured Debt. The (a) If the Company will notor any Restricted Subsidiary shall incur, and will not cause or permit any Guarantor to, create, incurissue, assume or enter into a guarantee (an “Incurrence”) of any Secured Debt unless Debt, which Incurrence is secured by a mortgage, pledge or lien (“Mortgage,” provided, however, that in no event shall an operating lease be deemed to constitute a Mortgage) on any Principal Property of the Company or any Subsidiary, or on any Capital Stock of any Restricted Subsidiary, the Company will, or will cause such Subsidiary or Restricted Subsidiary to, secure the Notes are secured of each series equally and ratably (for the avoidance of doubt on such Capital Stock on Principal Property) with (or or, prior to) such Secured secured Debt, provided that for so long as such Debt is so secured, unless the foregoing does not prohibit the creation, incurrence, assumption or guarantee of: aggregate amount of all such secured Debt (1) Secured Debt which is secured by Liens on model homes, homes held for sale, homes that are under construction or under contract for sale, contracts for the sale avoidance of homesdoubt, land (improved or unimproved), contracts for to the sale of land, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities or office buildings, and fixtures and equipment located at or on any of the foregoing or leasehold or other interests in any of the foregoing; (2) Secured Debt which extent such debt is secured by a Lien Mortgage on Property any Principal Property), when taken together with all Attributable Debt with respect to Sale and Leaseback Transactions involving Principal Properties of the Company or any Subsidiary (with the exception of such transactions which are excluded under Section 4.05 hereof), would not, at the time of its such incurrence or guarantee, exceed 15% of Consolidated Net Tangible Assets, as determined based on the most recent available consolidated balance sheet of the Company. (b) The above restriction will not apply to Debt secured by: (i) Mortgages existing on any property prior to the acquisition thereof by the Company or a Guarantor, which Lien secures obligations assumed by Restricted Subsidiary or existing on any property of any corporation or other entity that becomes a Subsidiary after the date of this Indenture prior to the time such corporation becomes a Subsidiary or securing indebtedness that is used to pay the cost of acquisition of such property or to reimburse the Company or a GuarantorRestricted Subsidiary for that cost; provided, or on the Property of a corporation or however, that such Mortgage shall not apply to any other entity at the time it is merged into or consolidated with the Company or a Guarantor or becomes a Guarantor as a result of the acquisition of its Capital Stock by the Company or a Guarantor (other than Secured Debt created in contemplation of the acquisition of such Property or the consummation of such a merger or consolidation or acquisition where the Lien attaches to or affects the Property property of the Company or a Guarantor prior Restricted Subsidiary other than improvements and accessions to such transaction)the property to which it originally applies; (3ii) Secured Debt which is secured Mortgages to secure the cost of development or construction of such property, or improvements of such property; provided, however, that such Mortgages shall not apply to any other property of the Company or any Restricted Subsidiary; (iii) Mortgages in favor of a governmental entity or in favor of the holders of securities issued by Liens arising from conditional sales agreements any such entity, pursuant to any contract or title retention agreements with respect statute (including Mortgages to Property acquired by secure debt of the pollution control or industrial revenue bond type) or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages; (iv) Mortgages securing indebtedness owing to the Company or a Guarantor; (4v) Secured Debt which is secured by Liens securing Indebtedness of a Guarantor owing to Mortgages existing on the Company or to another GuarantorIssue Date; (5vi) Indebtedness Mortgages required in connection with governmental programs which provide financial or tax benefits, as long as substantially all of the obligations secured are in lieu of or reduce an obligation that would have been secured by a Permitted Lien; andlien permitted under this Indenture; (6vii) any amendmentextensions, restatement, supplement, renewal, replacement, extension, refinancing renewals or refunding, replacements of the Mortgages referred to in whole or this paragraph (other than Mortgages described in part (“Refinanced Debt”), of Secured Debt that was permitted to be created, incurred, assumed or guaranteed pursuant to clauses (1ii) through and (5iv) above at the time of the original creation, incurrence, assumption or guarantee thereof, or by this clause (6), provided in each case that above) so long as the principal amount of the Refinanced secured Debt does is not increased (except by an amount not to exceed the principal amount of the Secured Debt being refinancedfees and expenses, extended, renewed or replaced (plus accrued interest thereon including any premium and expenses of refinancing, defeasance costs incurred with such extension, renewal or replacement) and such Refinanced Debt the extension, renewal or replacement is not secured by any additional Properties limited to all or part of the Company or any Guarantor same property secured (other than accessions and proceeds). In addition, for the Company and the Guarantors may create, incur, assume or guarantee Secured Debt, without equally or ratably (or on a senior basis) securing the Notes, if immediately thereafter the sum avoidance of (1) the aggregate principal amount (or the accreted value thereof, in the case of any Secured Debt issued with original issue discount) of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (6) above and any Secured Debt in relation to which the Notes doubt could have been secured equally and ratably secured) by the Mortgage so extended, renewed or replaced; or (or on a senior basis)viii) and (2) all Attributable Debt Mortgages in respect of connection with Sale and Leaseback Transactions (excluding Attributable described in Section 4.05(b). For the avoidance of doubt, the accrual of interest, accretion or amortization of original issue discount or accreted value, the accretion of dividends, and the payment of interest on Debt in respect the form of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1) and (2) and if the 365 day period referenced therein shall have expiredAdditional Debt will not be deemed to be an incurrence, also clause (3) under Section 3.02) as issuance, assumption or guarantee of the date of determination would not exceed 20% of Consolidated Adjusted Tangible AssetsDebt.

Limitations on Secured Debt. The (a) If the Company will notor any Restricted Subsidiary shall incur, and will not cause or permit any Guarantor to, create, incurissue, assume or enter into a guarantee of any Secured Debt unless secured by a Mortgage on any Principal Property of the Company or any Subsidiary, or on any Capital Stock of any Restricted Subsidiary, the Company shall, or shall cause such Subsidiary or Restricted Subsidiary to, secure the 2026 Notes are secured equally and ratably with (or prior to) such Secured Debtsecured Debt for as long as such Debt is so secured, provided that unless the foregoing does not prohibit the creation, incurrence, assumption or guarantee of: aggregate amount of all such secured Debt (1) Secured Debt which is secured by Liens on model homes, homes held for sale, homes that are under construction or under contract for sale, contracts for the sale avoidance of homesdoubt, land (improved or unimproved), contracts for to the sale of land, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities or office buildings, and fixtures and equipment located at or on any of the foregoing or leasehold or other interests in any of the foregoing; (2) Secured Debt which extent such debt is secured by a Lien Mortgage on Property any Principal Property), when taken together with all Attributable Debt with respect to sale and leaseback transactions involving Principal Properties of the Company or any Subsidiary (with the exception of such transactions which are excluded pursuant to Section 4.8(b) and Section 4.9(b)), would not, at the time of such incurrence, issuance, assumption or guarantee, exceed 15% of Consolidated Net Tangible Assets, as determined based on the most recent available consolidated balance sheet of the Company. Any Mortgage created for the benefit of the Holders of Securities pursuant to the preceding sentence shall provide by its terms that such Mortgage shall be automatically and unconditionally released and discharged upon the release and discharge of the Mortgage to which it relates. (b) The restriction in Section 4.8(a) shall not apply to Debt secured by: (i) Mortgages existing on any property prior to the acquisition thereof by the Company or a Guarantor, which Lien secures obligations assumed by Restricted Subsidiary or existing on any property of any corporation or other entity that becomes a Subsidiary after the date of this Supplemental Indenture prior to the time such corporation becomes a Subsidiary or securing indebtedness that is used to pay the cost of acquisition of such property or to reimburse the Company or a GuarantorRestricted Subsidiary for that cost; provided, or on the Property of a corporation or however, that such Mortgage shall not apply to any other entity at the time it is merged into or consolidated with the Company or a Guarantor or becomes a Guarantor as a result of the acquisition of its Capital Stock by the Company or a Guarantor (other than Secured Debt created in contemplation of the acquisition of such Property or the consummation of such a merger or consolidation or acquisition where the Lien attaches to or affects the Property property of the Company or a Guarantor prior Restricted Subsidiary other than improvements and accessions to such transaction)the property to which it originally applies; (3ii) Secured Mortgages to secure the cost of development or construction of such property, or improvements of such property; provided, however, that such Mortgages shall not apply to any other property of the Company or any Restricted Subsidiary; (iii) Mortgages in favor of a governmental entity or in favor of the holders of securities issued by any such entity, pursuant to any contract or statute (including Mortgages to secure Debt which is secured by Liens arising from conditional sales agreements of the pollution control or title retention agreements with respect industrial revenue bond type) or to Property acquired by secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages; (iv) Mortgages securing indebtedness owing to the Company or a Guarantor; (4v) Secured Debt which is secured by Liens securing Indebtedness of a Guarantor owing to Mortgages existing on the Company or to another GuarantorIssue Date; (5vi) Indebtedness Mortgages required in connection with governmental programs which provide financial or tax benefits, as long as substantially all of the obligations secured are in lieu of or reduce an obligation that would have been secured by a Permitted Lien; andlien permitted under this Indenture; (6vii) any amendmentextensions, restatement, supplement, renewal, replacement, extension, refinancing renewals or refunding, replacements of the Mortgages referred to in whole or this Section 4.8(b) (other than Mortgages described in part (“Refinanced Debt”), of Secured Debt that was permitted to be created, incurred, assumed or guaranteed pursuant to clauses (1ii) through and (5iv) above at the time of the original creation, incurrence, assumption or guarantee thereof, or by this clause (6), provided in each case that above) so long as the principal amount of the Refinanced secured Debt does is not increased (except by an amount not to exceed the principal amount of the Secured Debt being refinancedfees and expenses, extended, renewed or replaced (plus accrued interest thereon including any premium and expenses of refinancing, defeasance costs incurred with such extension, renewal or replacement) and such Refinanced Debt the extension, renewal or replacement is not secured by any additional Properties limited to all or part of the Company same property secured (and for the avoidance of doubt could have been secured) by the Mortgage so extended, renewed or any Guarantor replaced; or (other than accessions viii) Mortgages in connection with sale and proceedsleaseback transactions permitted by Section 4.9(b). In additionFor the avoidance of doubt, the Company accrual of interest, accretion or amortization of original issue discount or accreted value, the accretion of dividends, and the Guarantors may createpayment of interest on Debt in the form of additional Debt will not be deemed to be an incurrence, incurissuance, assume assumption or guarantee Secured of Debt, without equally or ratably (or on a senior basis) securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount (or the accreted value thereof, in the case of any Secured Debt issued with original issue discount) of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (6) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or on a senior basis)) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1) and (2) and if the 365 day period referenced therein shall have expired, also clause (3) under Section 3.02) as of the date of determination would not exceed 20% of Consolidated Adjusted Tangible Assets.

Limitations on Secured Debt. The (a) If the Company will notor any Restricted Subsidiary shall incur, and will not cause or permit any Guarantor to, create, incurissue, assume or enter into a guarantee (an “Incurrence”) of any Secured Debt unless Debt, which Incurrence is secured by a mortgage, pledge or lien (“Mortgage,” provided, however, that in no event shall an operating lease be deemed to constitute a Mortgage) on any Principal Property of the Company or any Subsidiary, or on any Capital Stock of any Restricted Subsidiary, the Company will, or will cause such Subsidiary or Restricted Subsidiary to, secure the Notes are secured equally and ratably (for the avoidance of doubt on such Capital Stock on Principal Property) with (or or, prior to) such Secured secured Debt, provided that for so long as such Debt is so secured, unless the foregoing does not prohibit the creation, incurrence, assumption or guarantee of: aggregate amount of all such secured Debt (1) Secured Debt which is secured by Liens on model homes, homes held for sale, homes that are under construction or under contract for sale, contracts for the sale avoidance of homesdoubt, land (improved or unimproved), contracts for to the sale of land, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities or office buildings, and fixtures and equipment located at or on any of the foregoing or leasehold or other interests in any of the foregoing; (2) Secured Debt which extent such debt is secured by a Lien Mortgage on Property any Principal Property), when taken together with all Attributable Debt with respect to Sale and Leaseback Transactions involving Principal Properties of the Company or any Subsidiary (with the exception of such transactions which are excluded under Section 4.05 hereof), would not, at the time of its such incurrence or guarantee, exceed 15% of Consolidated Net Tangible Assets, as determined based on the most recent available consolidated balance sheet of the Company. (b) The above restriction will not apply to Debt secured by: (i) Mortgages existing on any property prior to the acquisition thereof by the Company or a Guarantor, which Lien secures obligations assumed by Restricted Subsidiary or existing on any property of any corporation or other entity that becomes a Subsidiary after the date of this Indenture prior to the time such corporation becomes a Subsidiary or securing indebtedness that is used to pay the cost of acquisition of such property or to reimburse the Company or a GuarantorRestricted Subsidiary for that cost; provided, or on the Property of a corporation or however, that such Mortgage shall not apply to any other entity at the time it is merged into or consolidated with the Company or a Guarantor or becomes a Guarantor as a result of the acquisition of its Capital Stock by the Company or a Guarantor (other than Secured Debt created in contemplation of the acquisition of such Property or the consummation of such a merger or consolidation or acquisition where the Lien attaches to or affects the Property property of the Company or a Guarantor prior Restricted Subsidiary other than improvements and accessions to such transaction)the property to which it originally applies; (3ii) Secured Debt which is secured Mortgages to secure the cost of development or construction of such property, or improvements of such property; provided, however, that such Mortgages shall not apply to any other property of the Company or any Restricted Subsidiary; (iii) Mortgages in favor of a governmental entity or in favor of the holders of securities issued by Liens arising from conditional sales agreements any such entity, pursuant to any contract or title retention agreements with respect statute (including Mortgages to Property acquired by secure debt of the pollution control or industrial revenue bond type) or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages; (iv) Mortgages securing indebtedness owing to the Company or a Guarantor; (4v) Secured Debt which is secured by Liens securing Indebtedness of a Guarantor owing to Mortgages existing on the Company or to another GuarantorIssue Date; (5vi) Indebtedness Mortgages required in connection with governmental programs which provide financial or tax benefits, as long as substantially all of the obligations secured are in lieu of or reduce an obligation that would have been secured by a Permitted Lien; andlien permitted under this Indenture; (6vii) any amendmentextensions, restatement, supplement, renewal, replacement, extension, refinancing renewals or refunding, replacements of the Mortgages referred to in whole or this paragraph (other than Mortgages described in part (“Refinanced Debt”), of Secured Debt that was permitted to be created, incurred, assumed or guaranteed pursuant to clauses (1ii) through and (5iv) above at the time of the original creation, incurrence, assumption or guarantee thereof, or by this clause (6), provided in each case that above) so long as the principal amount of the Refinanced secured Debt does is not increased (except by an amount not to exceed the principal amount of the Secured Debt being refinancedfees and expenses, extended, renewed or replaced (plus accrued interest thereon including any premium and expenses of refinancing, defeasance costs incurred with such extension, renewal or replacement) and such Refinanced Debt the extension, renewal or replacement is not secured by any additional Properties limited to all or part of the Company or any Guarantor same property secured (other than accessions and proceeds). In addition, for the Company and the Guarantors may create, incur, assume or guarantee Secured Debt, without equally or ratably (or on a senior basis) securing the Notes, if immediately thereafter the sum avoidance of (1) the aggregate principal amount (or the accreted value thereof, in the case of any Secured Debt issued with original issue discount) of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (6) above and any Secured Debt in relation to which the Notes doubt could have been secured equally and ratably secured) by the Mortgage so extended, renewed or replaced; or (or on a senior basis)viii) and (2) all Attributable Debt Mortgages in respect of connection with Sale and Leaseback Transactions (excluding Attributable described in Section 4.05(b). For the avoidance of doubt, the accrual of interest, accretion or amortization of original issue discount or accreted value, the accretion of dividends, and the payment of interest on Debt in respect the form of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1) and (2) and if the 365 day period referenced therein shall have expiredAdditional Debt will not be deemed to be an incurrence, also clause (3) under Section 3.02) as issuance, assumption or guarantee of the date of determination would not exceed 20% of Consolidated Adjusted Tangible AssetsDebt.