Common use of Restrictions on Secured Debt Clause in Contracts

Restrictions on Secured Debt. The Company will not, and will not cause or permit any Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt unless the Notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit the creation, incurrence, assumption or guarantee of: (1) Secured Debt which is secured by Security Interests 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 thereat or thereon or leasehold or other interests therein; (2) Secured Debt which is secured by a Security Interest on property at the time of its acquisition by the Company or a Restricted Subsidiary, which Security Interest secures obligations assumed by the Company or a Restricted Subsidiary, or on the property of a corporation or other entity at the time it is merged into or consolidated with the Company or a Restricted Subsidiary (other than Secured Debt created in contemplation of the acquisition of such property or the consummation of such a merger or consolidation or where the Security Interest attaches to or affects the property of the Company or a Restricted Subsidiary prior to such transaction); (3) Secured Debt which is secured by Security Interests arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company or a Restricted Subsidiary; (4) Secured Debt which is secured by Security Interests securing Indebtedness of a Restricted Subsidiary owing to the Company or to another Restricted Subsidiary; and (5) (x) Indebtedness secured by a Permitted Lien or (y) Indebtedness that is not Secured Debt or restrict the ability of any Unrestricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness. Additionally, such permitted Secured Debt includes any amendment, restatement, supplement, renewal, replacement, extension, refinancing or refunding, in whole or in part, of Secured Debt permitted at the time of the original creation, incurrence, assumption or guarantee thereof. In addition, the Company and its Restricted Subsidiaries may create, incur, assume or guarantee Secured Debt, without equally or ratably securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (5) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or prior to)) 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), (2) and (3) under Section 4.02) as of the date of determination would not exceed 20% of Consolidated Adjusted Tangible Assets.

Restrictions on Secured Debt. The Company will Issuer shall not, and will shall not cause or permit any a Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt unless the Notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit the creation, incurrence, assumption or guarantee ofof Secured Debt which is secured by: (1) Secured Debt which is secured by Security Interests 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 warehouses or office buildings and fixtures and equipment located thereat thereat, or thereon or leasehold or other interests thereinthereon; (2) Secured Debt which is secured by Liens on assets of a Security Interest on property Person existing at the time of its acquisition by the Company such Person is acquired or a Restricted Subsidiary, which Security Interest secures obligations assumed by the Company merged with or a Restricted Subsidiary, or on the property of a corporation or other entity at the time it is merged into or consolidated with the Company Issuer or a any such Restricted Subsidiary (other than Secured Debt and not created in anticipation or contemplation of the acquisition of such property or the consummation of such a merger or consolidation or where the Security Interest attaches to or affects the property of the Company or a Restricted Subsidiary prior to such transactionthereof); (3) Secured Debt which is secured by Security Interests Liens arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company Issuer or a Restricted Subsidiary;; and (4) Secured Debt which is secured by Security Interests Liens securing Indebtedness of a Restricted Subsidiary owing owed to the Company Issuer or to another a Wholly Owned Restricted Subsidiary; and (5) (x) Indebtedness secured by a Permitted Lien or (y) Indebtedness that is not Secured Debt or restrict Subsidiary of the ability of any Unrestricted Subsidiary to create, incur, assume or guarantee any secured or unsecured IndebtednessIssuer. Additionally, such permitted Secured Debt includes any amendment, restatement, supplement, renewal, replacement, extension, refinancing extension or refunding, refunding in whole or in part, of Secured Debt permitted at the time of the original creation, incurrence, assumption or guarantee incurrence thereof. In addition, the Company Issuer and its Restricted Subsidiaries may create, incur, assume or guarantee Secured Debt, without equally or ratably securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding (i) Secured Debt permitted under clauses (1) through (54) above and (ii) any Secured Debt in relation to which the Notes have been secured equally and ratably (or prior to)secured) and (2) all Attributable Debt Indebtedness in respect of Sale and Leaseback Transactions (excluding Attributable Debt Indebtedness in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1), (2) and (3) under of Section 4.024.07) as of the date of determination would not exceed 20% of Consolidated Adjusted Net Tangible Assets. The provisions described above with respect to limitations on Secured Debt are not applicable to Non-Recourse Land Financing by virtue of the definition of Secured Debt, and will not restrict or limit the Issuer’s or its Restricted Subsidiaries’ ability to create, incur, assume or guarantee any unsecured Indebtedness, or of any Subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness.

Restrictions on Secured Debt. The Company will not, and will not cause or permit any a Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt unless the Notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit the creation, incurrence, assumption or guarantee ofof Secured Debt that is secured by: (1i) Secured Debt which is secured by Security Interests 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 warehouses or office buildings and fixtures and equipment located thereat thereat, or thereon or leasehold or other interests thereinthereon; (2ii) Secured Debt which is secured by a Security Interest Interests on property at the time of its acquisition by the Company or a Restricted Subsidiary, which Security Interest secures Interests secure obligations assumed by the Company or a Restricted Subsidiary, or on the property of a corporation or other entity at the time it is merged into or consolidated with the Company or a Restricted Subsidiary (other than Secured Debt created in contemplation of the acquisition of such property or the consummation of such a merger or consolidation or where the Security Interest attaches to or affects the Company’s property or the property of the Company or a Restricted Subsidiary prior to such transaction); (3iii) Secured Debt which is secured by Security Interests arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company or a Restricted Subsidiary;; and (4iv) Secured Debt which is secured by Security Interests securing Indebtedness of a Restricted Subsidiary owing to the Company or to another Restricted Subsidiary; and (5) (x) Indebtedness secured by a Permitted Lien or (y) Indebtedness Subsidiary that is not Secured Debt or restrict a Wholly Owned Subsidiary by the ability of any Unrestricted Subsidiary to create, incur, assume or guarantee any secured or unsecured IndebtednessCompany. Additionally, such permitted Secured Debt includes any amendment, restatement, supplement, renewal, replacement, extension, refinancing or refunding, in whole or in part, of Secured Debt permitted at the time of the original creation, incurrence, assumption or guarantee incurrence thereof. In addition, the The Company and its Restricted Subsidiaries may create, incur, assume or guarantee Secured Debt, without equally or ratably securing the Notes, if immediately thereafter the sum of (1i) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1i) through (5iv) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or prior to)) and (2ii) 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 (1i), (2ii) and (3iii) under of Section 4.02) 3.02 as of the date of determination would not exceed 20% of Consolidated Adjusted Net Tangible Assets. The provisions described above with respect to limitations on Secured Debt are not applicable to Non-Recourse Land Financing by virtue of the definition of Secured Debt, and will not restrict or limit the Company’s or its Restricted Subsidiaries’ ability to create, incur, assume or guarantee any unsecured Indebtedness, or the ability of any subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness.

Restrictions on Secured Debt. The Company will not, and will not cause or permit any a Restricted Subsidiary (other than any Finance Subsidiary) to, create, incur, assume or guarantee any Secured Debt unless the Notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit the creation, incurrence, assumption or guarantee ofof Secured Debt which is secured by: (1) Secured Debt which is secured by Security Interests on in 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 warehouses or office buildings and fixtures and equipment located thereat or thereon or leasehold or other interests thereinthereon; (2) Secured Debt which is secured by a Security Interest on Interests in property at the time of its acquisition by the Company or a Restricted Subsidiary, including Capitalized Lease Obligations, which Security Interest secures Interests secure obligations assumed by the Company or a Restricted Subsidiary, or on in the property of a corporation or other entity at the time it is merged into or consolidated with the Company or a Restricted Subsidiary (other than Secured Debt created in contemplation of the acquisition of such property or the consummation of such a merger or consolidation or where the Security Interest attaches to or affects the property of the Company or a Restricted Subsidiary prior to such transaction); (3) Secured Debt which is secured by Security Interests arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company or a Restricted Subsidiary; (4) Secured Debt which is secured by Security Interests incurred in connection with pollution control, industrial revenue, water, sewage or any similar item; and (5) Security Interests securing Indebtedness of a Restricted Subsidiary owing to the Company or to another a Restricted Subsidiary; and (5) (x) Indebtedness secured by a Permitted Lien or (y) Indebtedness Subsidiary that is not Secured Debt wholly owned (directly or restrict indirectly) by the ability of any Unrestricted Subsidiary Company or Security Interests securing the Company’s Indebtedness owing to create, incur, assume or guarantee any secured or unsecured Indebtednessa Guarantor. Additionally, such Such permitted Secured Debt also includes any amendment, restatement, supplement, renewal, replacement, extension, refinancing extension or refunding, in whole or in part, of Secured Debt permitted at the time of the original creation, incurrence, assumption or guarantee incurrence thereof. In addition, the Company and its Restricted Subsidiaries the Guarantors may create, incur, assume or guarantee Secured Debt, without equally or and ratably securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (5) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or prior to)secured) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying as to which the conditions set forth in provisions of clauses (1), (2) and through (3) under Section 4.024.02 have been complied with) as of the date of determination would not exceed 20% of Consolidated Adjusted Net Tangible Assets. The provisions described above with respect to limitations on Secured Debt are not applicable to Non-Recourse Indebtedness by virtue of the definition of Secured Debt, and will not restrict the Company’s or the Guarantors’ ability to create, incur, assume or guarantee any unsecured Indebtedness, or of any Subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness.

Restrictions on Secured Debt. The Company will shall not, and will shall not cause or permit any a Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt unless the Notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit (and there shall be no obligation to equally and ratably secure the Notes upon) the creation, incurrence, assumption or guarantee of: (1) of Secured Debt which is secured by Security Interests by: (i) Liens on model homes, homes held for sale, homes that are under construction or under contract for sale, homes under development, contracts for the sale of homeshomes and/or land (improved or unimproved), land (improved or unimproved), contracts for the sale of land, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities warehouses or office buildings and fixtures and equipment located thereat thereat, or thereon or leasehold or other interests thereinthereon; (2ii) Secured Debt which is secured by a Security Interest Liens on property at the time of its acquisition by the Company or a Restricted Subsidiary, including Capitalized Lease Obligations and purchase money obligations, which Security Interest secures Liens secure obligations assumed by the Company or a Restricted Subsidiary, or Liens on the property assets of a corporation or other entity Person, in each case, existing at the time it such property or Person is acquired or merged with or into or consolidated with the Company or a any such Restricted Subsidiary (other than Secured Debt and, in each case, not created in anticipation or contemplation of the acquisition of such property or the consummation of such a merger or consolidation or where the Security Interest attaches to or affects the property of the Company or a Restricted Subsidiary prior to such transactionthereof); (3iii) Secured Debt which is secured by Security Interests Liens arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company or a Restricted Subsidiary; (4iv) Secured Debt Liens incurred in connection with pollution control, industrial revenue, water, sewage or public improvement bonds or any similar bonds, or in connection with any agreements for the funding of infrastructure, including in respect of the issuance of community facility district bonds, metro district bonds, mxxxx-xxxx bonds and subdivision improvement bonds, and similar bonds, in each case, arising in the ordinary course of business; (v) any right of a lender or lenders to which is secured the Company or a Restricted Subsidiary may be indebted to offset against, or appropriate and apply to the payment of such, Indebtedness any and all balances, credits, deposits, accounts or money of the Company or a Restricted Subsidiary with or held by Security Interests such lender or lenders or its affiliates in the ordinary course of business; (vi) Liens securing Indebtedness of a Restricted Subsidiary owing owed to the Company or to another a Wholly Owned Restricted SubsidiarySubsidiary of the Company or Liens securing the Company’s Indebtedness owing to a Guarantor; andor (5vii) (x) Liens securing Indebtedness secured by a Permitted Lien or (y) Indebtedness that is in an aggregate principal amount not Secured Debt or restrict the ability of to exceed $100.0 million at any Unrestricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtednessone time outstanding. Additionally, such permitted Secured Debt includes any amendment, restatement, supplement, renewal, replacement, extension, refinancing extension or refunding, refunding in whole or in part, of Secured Debt permitted at the time of the original creation, incurrence, assumption or guarantee incurrence thereof. In addition, the Company and its Restricted Subsidiaries may create, incur, assume or guarantee Secured Debt, without equally or ratably securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding (i) Secured Debt permitted under clauses (1i) through (5vii) above and (ii) any Secured Debt in relation to which the Notes have been secured equally and ratably (or prior to)secured) 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 (1i), (2ii) and (3iii) under of Section 4.023.03) as of the date of determination would not exceed 20% of Consolidated Adjusted Net Tangible Assets. The provisions described above with respect to limitations on Secured Debt are not applicable to Non-Recourse Land Financing by virtue of the definition of Secured Debt, and will not restrict or limit the Company’s or its Restricted Subsidiaries’ ability to create, incur, assume or guarantee any unsecured Indebtedness, or of any Subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness.

Restrictions on Secured Debt. The Company will After the Combination Date, the Issuer shall not, and will shall not cause or permit any a Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt unless the Notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit (and there shall be no obligation to equally and ratably secure the Notes upon) the creation, incurrence, assumption or guarantee of: (1) of Secured Debt which is secured by Security Interests by: (i) Liens on model homes, homes held for sale, homes that are under construction or under contract for sale, homes under development, contracts for the sale of homeshomes and/or land (improved or unimproved), land (improved or unimproved), contracts for the sale of land, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities warehouses or office buildings and fixtures and equipment located thereat thereat, or thereon or leasehold or other interests thereinthereon; (2ii) Secured Debt which is secured by a Security Interest Liens on property at the time of its acquisition by the Company Issuer or a Restricted Subsidiary, including Capitalized Lease Obligations and purchase money obligations, which Security Interest secures Liens secure obligations assumed by the Company Issuer or a Restricted Subsidiary, or Liens on the property assets of a corporation or other entity Person, in each case, existing at the time it such property or Person is acquired or merged with or into or consolidated with the Company Issuer or a any such Restricted Subsidiary (other than Secured Debt and, in each case, not created in anticipation or contemplation of the acquisition of such property or the consummation of such a merger or consolidation or where the Security Interest attaches to or affects the property of the Company or a Restricted Subsidiary prior to such transactionthereof); (3iii) Secured Debt which is secured by Security Interests Liens arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company Issuer or a Restricted Subsidiary; (4iv) Secured Debt Liens incurred in connection with pollution control, industrial revenue, water, sewage or public improvement bonds or any similar bonds, or in connection with any agreements for the funding of infrastructure, including in respect of the issuance of community facility district bonds, metro district bonds, xxxxx-xxxx bonds and subdivision improvement bonds, and similar bonds, in each case, arising in the ordinary course of business; (v) any right of a lender or lenders to which is secured the Issuer or a Restricted Subsidiary may be indebted to offset against, or appropriate and apply to the payment of such, Indebtedness any and all balances, credits, deposits, accounts or money of the Issuer or a Restricted Subsidiary with or held by Security Interests such lender or lenders or its affiliates in the ordinary course of business; (vi) Liens securing Indebtedness of a Restricted Subsidiary owed to the Issuer or to a Wholly Owned Restricted Subsidiary of the Issuer or Liens securing the Issuer’s Indebtedness owing to the Company or to another Restricted Subsidiarya Guarantor; andor (5vii) (x) Liens securing Indebtedness secured by a Permitted Lien or (y) Indebtedness that is in an aggregate principal amount not Secured Debt or restrict the ability of to exceed $100.0 million at any Unrestricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtednessone time outstanding. Additionally, such permitted Secured Debt includes any amendment, restatement, supplement, renewal, replacement, extension, refinancing extension or refunding, refunding in whole or in part, of Secured Debt permitted at the time of the original creation, incurrence, assumption or guarantee incurrence thereof. In addition, the Company Issuer and its Restricted Subsidiaries may create, incur, assume or guarantee Secured Debt, without equally or ratably securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding (i) Secured Debt permitted under clauses (1i) through (5vii) above and (ii) any Secured Debt in relation to which the Notes have been secured equally and ratably (or prior to)secured) 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 (1i), (2ii) and (3iii) under of Section 4.024.07) as of the date of determination would not exceed 20% of Consolidated Adjusted Net Tangible Assets. The provisions described above with respect to limitations on Secured Debt are not applicable to Non-Recourse Land Financing by virtue of the definition of Secured Debt, and will not restrict or limit the Issuer’s or its Restricted Subsidiaries’ ability to create, incur, assume or guarantee any unsecured Indebtedness, or of any Subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness.

Restrictions on Secured Debt. The Company will not, and will not cause or permit any a Restricted Subsidiary (other than any Finance Subsidiary) to, create, incur, assume or guarantee any Secured Debt unless the Notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit the creation, incurrence, assumption or guarantee ofof Secured Debt which is secured by: (1) Secured Debt which is secured by Security Interests on in 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 warehouses or office buildings and fixtures and equipment located thereat or thereon or leasehold or other interests thereinthereon; (2) Secured Debt which is secured by a Security Interest on Interests in property at the time of its acquisition by the Company or a Restricted Subsidiary, including Capitalized Lease Obligations, which Security Interest secures Interests secure obligations assumed by the Company or a Restricted Subsidiary, or on in the property of a corporation or other entity at the time it is merged into or consolidated with the Company or a Restricted Subsidiary (other than Secured Debt created in contemplation of the acquisition of such property or the consummation of such a merger or consolidation or where the Security Interest attaches to or affects the property of the Company or a Restricted Subsidiary prior to such transaction); (3) Secured Debt which is secured by Security Interests arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company or a Restricted Subsidiary; (4) Secured Debt which is secured by Security Interests incurred in connection with pollution control, industrial revenue, water, sewage or any similar item; and (5) Security Interests securing Indebtedness of a Restricted Subsidiary owing to the Company or to another a Restricted Subsidiary; and (5) (x) Indebtedness secured by a Permitted Lien or (y) Indebtedness Subsidiary that is not Secured Debt wholly owned (directly or restrict indirectly) by the ability of any Unrestricted Subsidiary Company or Security Interests securing the Company's Indebtedness owing to create, incur, assume or guarantee any secured or unsecured Indebtednessa Guarantor. Additionally, such Such permitted Secured Debt also includes any amendment, restatement, supplement, renewal, replacement, extension, refinancing extension or refunding, in whole or in part, of Secured Debt permitted at the time of the original creation, incurrence, assumption or guarantee incurrence thereof. In addition, the Company and its Restricted Subsidiaries the Guarantors may create, incur, assume or guarantee Secured Debt, without equally or and ratably securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (5) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or prior to)secured) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying as to which the conditions set forth in provisions of clauses (1), (2) and through (3) under Section 4.024.02 have been complied with) as of the date of determination would not exceed 20% of Consolidated Adjusted Net Tangible Assets. The provisions described above with respect to limitations on Secured Debt are not applicable to Non-Recourse Indebtedness by virtue of the definition of Secured Debt, and will not restrict the Company's or the Guarantors' ability to create, incur, assume or guarantee any unsecured Indebtedness, or of any Subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness.

Restrictions on Secured Debt. The So long as any Securities remain Outstanding, the Company will notnot issue, assume or guarantee, and will not cause or permit any Restricted Subsidiary to, create, incurto issue, assume or guarantee guarantee, any Secured Debt unless Indebtedness secured by a Lien on any of the Notes Company's or any Subsidiary's property, or on the shares of stock or debt of any Subsidiary now owned by the Company or acquired after the date hereof. This restriction will be not apply if the Securities are secured equally and by a Lien ranking ratably with and equal to (or at the Company's option, prior to) such Secured Debtthe secured Indebtedness. In any event, with certain exceptions. This the foregoing restriction does will not prohibit apply to the creation, incurrence, assumption or guarantee offollowing: (1i) Secured Debt which is secured by Security Interests Liens relating to Indebtedness outstanding or available to the Company or any Subsidiary under facilities existing on model homes, homes held for sale, homes that are under construction or under contract for sale, contracts for the sale date of homes, land (improved or unimproved), contracts for original issuance of 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 thereat or thereon or leasehold or other interests thereinSecurities; (2ii) Secured Debt which is Liens relating to Indebtedness secured by the stock of a Security Interest Subsidiary and Indebtedness of a Subsidiary existing when the Subsidiary becomes a Subsidiary, other than Indebtedness created in connection with the transaction by which the Subsidiary becomes a Subsidiary; (iii) Liens relating to Indebtedness of the Company or any Subsidiary having a term of less than 365 days arising from any funding arrangement with one or more financial institutions or other lenders or purchasers exclusively to finance the purchase, origination or production of loans held or to be held for sale by the Company or by any Subsidiaries for the purpose of pooling those loans prior to securitization or sale of those loans in the ordinary course of the Company's or any Subsidiary's business; (iv) Liens on property at the time of its acquisition by the Company or a Restricted Subsidiary, which Security Interest secures Subsidiary that secure obligations assumed by the Company or a Restricted Subsidiary, or on the property of a corporation or other an entity at the time it is merged into or consolidated with the Company or a Restricted Subsidiary (other than Secured Debt Indebtedness created in contemplation of the acquisition of such the property or the consummation of such a merger merger); (v) Liens to secure the payment of some or consolidation all of the purchase price of property or where loan portfolios upon the Security Interest attaches to acquisition of that property or affects the property of those loan portfolios by the Company or a Restricted Subsidiary prior to such transaction)Subsidiary; (3vi) Secured Debt which is secured by Security Interests Liens relating to Indebtedness arising from conditional sales agreements or title retention agreements with respect relating to property acquired by the Company or a Restricted Subsidiary; (4vii) Secured Debt which is secured Liens relating to Indebtedness owed by Security Interests securing Indebtedness of a Restricted Subsidiary owing to the Company or to another Restricted Subsidiary; andSubsidiary that is wholly-owned (directly or indirectly) by the Company; (5viii) mechanics', materialmen's, carriers' or similar Liens arising in the ordinary course of business (including in the construction of facilities) relating to obligations not due or which are being contested; (ix) Liens for taxes not due or being contested, landlords' Liens, tenants' rights under leases, and similar Liens not impairing the use or value of the property involved; (x) Liens on any property to secure all or part of the cost of improvements or construction on the property or Indebtedness secured by incurred to provide funds for that purpose in a Permitted Lien principal amount not exceeding the cost of the improvements or construction; (yxi) Indebtedness that is not Secured Debt or restrict the ability of any Unrestricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness. Additionally, such permitted Secured Debt includes Liens incurred in connection with any amendment, restatement, supplement, renewal, replacement, extension, refinancing or refunding, refunding in whole or in part, of Secured Debt permitted Indebtedness, provided that the principal amount of the Indebtedness secured by a Lien will not exceed the principal amount of Indebtedness secured at the time any such action is taken (other than with respect to the Company's $175.0 million revolving credit facility with First Union National Bank, as to which the principal amount of Indebtedness may be increased) and that any such action will be limited to the original creation, incurrence, assumption or guarantee thereofportion of assets that secured the Lien at the time any such action was taken. In addition, the Company and its Restricted Subsidiaries any Subsidiary may create, incurissue, assume or guarantee Secured Debt, Indebtedness that would be subject to the foregoing restrictions without equally or and ratably securing the Notes, Securities if immediately thereafter the sum of (1i) the aggregate principal amount of all Secured Debt Indebtedness outstanding that would be subject to the foregoing restrictions (excluding Secured Debt Indebtedness permitted under clauses (1) through (5) above and any Secured Debt in relation the exceptions to which the Notes have been secured equally and ratably (or prior torestriction set forth above)) , and (2ii) all Attributable Debt in respect of from a Sale and Leaseback Transactions (excluding Attributable Debt in respect of any Sale and Leaseback Transactions satisfying as to which the conditions set forth net proceeds of the property sold or transferred are applied to retire Indebtedness or to the purchase of property as described in clauses (1), (2) and (3) under Section 4.021013) as of the date of determination would not exceed 2015% of Consolidated Adjusted Net Tangible Assets.

Restrictions on Secured Debt. The Company will not, and will not cause or permit any a Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt unless the Notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit the creation, incurrence, assumption or guarantee ofof Secured Debt that is secured by:` (1i) Secured Debt which is secured by Security Interests 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 warehouses or office buildings and fixtures and equipment located thereat thereat, or thereon or leasehold or other interests thereinthereon; (2ii) Secured Debt which is secured by a Security Interest Interests on property at the time of its acquisition by the Company or a Restricted Subsidiary, which Security Interest secures Interests secure obligations assumed by the Company or a Restricted Subsidiary, or on the property of a corporation or other entity at the time it is merged into or consolidated with the Company or a Restricted Subsidiary (other than Secured Debt created in contemplation of the acquisition of such property or the consummation of such a merger or consolidation or where the Security Interest attaches to or affects the Company’s property or the property of the Company or a Restricted Subsidiary prior to such transaction); (3iii) Secured Debt which is secured by Security Interests arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company or a Restricted Subsidiary;; and (4iv) Secured Debt which is secured by Security Interests securing Indebtedness of a Restricted Subsidiary owing to the Company or to another Restricted Subsidiary; and (5) (x) Indebtedness secured by a Permitted Lien or (y) Indebtedness Subsidiary that is not Secured Debt or restrict a Wholly Owned Subsidiary by the ability of any Unrestricted Subsidiary to create, incur, assume or guarantee any secured or unsecured IndebtednessCompany. Additionally, such permitted Secured Debt includes any amendment, restatement, supplement, renewal, replacement, extension, refinancing or refunding, in whole or in part, of Secured Debt permitted at the time of the original creation, incurrence, assumption or guarantee incurrence thereof. In addition, the The Company and its Restricted Subsidiaries may create, incur, assume or guarantee Secured Debt, without equally or ratably securing the Notes, if immediately thereafter the sum of (1i) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1i) through (5iv) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or prior to)) and (2ii) 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 (1i), (2ii) and (3iii) under Section 4.02“— Restrictions on Sale and Leaseback Transactions”) as of the date of determination would not exceed 20% of Consolidated Adjusted Net Tangible Assets. The provisions described above with respect to limitations on Secured Debt are not applicable to Non-Recourse Land Financing by virtue of the definition of Secured Debt, and will not restrict or limit the Company’s or its Restricted Subsidiaries’ ability to create, incur, assume or guarantee any unsecured Indebtedness, or the ability of any subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness.

Restrictions on Secured Debt. The Company will shall not, and will shall not cause or permit any a Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt unless the Notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit the creation, incurrence, assumption or guarantee of: (1) of Secured Debt which is secured by by: (a) Security Interests 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 warehouses or office buildings and fixtures and equipment located thereat thereat, or thereon or leasehold or other interests thereinthereon; (2b) Secured Debt which is secured by a Security Interest Interests on property at the time of its acquisition by the Company or a Restricted Subsidiary, which Security Interest secures Interests secure obligations assumed by the Company or a Restricted Subsidiary, or on the property of a corporation or other entity at the time it is merged into or consolidated with the Company or a Restricted Subsidiary (other than Secured Debt created in contemplation of the acquisition of such property or the consummation of such a merger or consolidation or where the Security Interest attaches to or affects the Company’s property or the property of the Company or a Restricted Subsidiary prior to such transaction); (3c) Secured Debt which is secured by Security Interests arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company or a Restricted Subsidiary;; and (4d) Secured Debt which is secured by Security Interests securing Indebtedness of a Restricted Subsidiary owing to the Company or to another Restricted Subsidiary; and (5) (x) Indebtedness secured by a Permitted Lien or (y) Indebtedness Subsidiary that is not Secured Debt wholly-owned (directly or restrict indirectly) by the ability of any Unrestricted Subsidiary to create, incur, assume or guarantee any secured or unsecured IndebtednessCompany. Additionally, such permitted Secured Debt includes any amendmentamendments, restatementmodifications, supplementrestatements, renewalsupplements, replacementrenewals, extensionreplacements, refinancing extensions, refinancings or refundingrefundings, in whole or in part, including, in each case, any increase in the principal amount, of Secured Debt permitted at the time of the original creation, incurrence, assumption or guarantee incurrence thereof. In addition, the Company and its Restricted Subsidiaries may create, incur, assume or guarantee Secured Debt, without equally or ratably securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1a) through (5d) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or prior to)) 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 (1a), (2b) and (3c) under Section 4.025.02 hereof) as of the date of determination would not exceed 20% of Consolidated Adjusted Net Tangible Assets.

Restrictions on Secured Debt. The Company will not, and will not cause or permit any a Restricted Subsidiary (other than any Finance Subsidiary) to, create, incur, assume or guarantee any Secured Debt unless the Notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit the creation, incurrence, assumption or guarantee ofof Secured Debt which is secured by: (1) Secured Debt which is secured by Security Interests on in 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 warehouses or office buildings and fixtures and equipment located thereat or thereon or leasehold or other interests thereinthereon; (2) Secured Debt which is secured by a Security Interest on Interests in property at the time of its acquisition by the Company or a Restricted Subsidiary, including Capitalized Lease Obligations, which Security Interest secures Interests secure obligations assumed by the Company or a Restricted Subsidiary, or on in the property of a corporation or other entity at the time it is merged into or consolidated with the Company or a Restricted Subsidiary (other than Secured Debt created in contemplation of the acquisition of such property or the consummation of such a merger or consolidation or where the Security Interest attaches to or affects the property of the Company or a Restricted Subsidiary prior to such transaction); (3) Secured Debt which is secured by Security Interests arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company or a Restricted Subsidiary; (4) Secured Debt which is secured by Security Interests incurred in connection with pollution control, industrial revenue, water, sewage or any similar item; (5) Security Interests securing Indebtedness of a Restricted Subsidiary owing to the Company or a Restricted Subsidiary that is wholly owned (directly or indirectly) by the Company or Security Interests securing the Company’s Indebtedness owing to another Restricted Subsidiarya Guarantor; and (56) (x) Indebtedness secured by a Permitted Lien Security Interests constituting the pledge or (y) Indebtedness that is not Secured Debt deposit of cash or restrict other property in connection with obtaining surety, performance, completion or payment bonds and letters of credit or other similar instruments or providing xxxxxxx money obligations, escrows or similar purpose undertakings or indemnifications in the ability ordinary course of any Unrestricted Subsidiary to create, incur, assume the Company's business or guarantee any secured or unsecured Indebtednessthe Restricted Subsidiaries' business. Additionally, such Such permitted Secured Debt also includes any amendment, restatement, supplement, renewal, replacement, extension, refinancing extension or refunding, in whole or in part, of Secured Debt permitted at the time of the original creation, incurrence, assumption or guarantee incurrence thereof. In addition, the Company and its Restricted Subsidiaries the Guarantors may create, incur, assume or guarantee Secured Debt, without equally or and ratably securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (56) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or prior to)secured) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying as to which the conditions set forth in provisions of clauses (1), (2) and through (3) under Section 4.024.02 have been complied with) as of the date of determination would not exceed the greater of $500,000,000 or 20% of Consolidated Adjusted Net Tangible Assets. The provisions described above with respect to limitations on Secured Debt are not applicable to Non-Recourse Indebtedness by virtue of the definition of “Secured Debt,” and will not restrict the Company’s or the Guarantors’ ability to create, incur, assume or guarantee any unsecured Indebtedness, or of any Subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness.

Restrictions on Secured Debt. The Company will shall not, and will shall not cause or permit any a Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt unless the Notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit (and there shall be no obligation to equally and ratably secure the Notes upon) the creation, incurrence, assumption or guarantee of: (1) of Secured Debt which is secured by Security Interests by: (i) Liens on model homes, homes held for sale, homes that are under construction or under contract for sale, homes under development, contracts for the sale of homeshomes and/or land (improved or unimproved), land (improved or unimproved), contracts for the sale of land, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities warehouses or office buildings and fixtures and equipment located thereat thereat, or thereon or leasehold or other interests thereinthereon; (2ii) Secured Debt which is secured by a Security Interest Liens on property at the time of its acquisition by the Company or a Restricted Subsidiary, including Capitalized Lease Obligations and purchase money obligations, which Security Interest secures Liens secure obligations assumed by the Company or a Restricted Subsidiary, or Liens on the property assets of a corporation or other entity Person, in each case, existing at the time it such property or Person is acquired or merged with or into or consolidated with the Company or a any such Restricted Subsidiary (other than Secured Debt and, in each case, not created in anticipation or contemplation of the acquisition of such property or the consummation of such a merger or consolidation or where the Security Interest attaches to or affects the property of the Company or a Restricted Subsidiary prior to such transactionthereof); (3iii) Secured Debt which is secured by Security Interests Liens arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company or a Restricted Subsidiary; (4iv) Secured Debt Liens incurred in connection with pollution control, industrial revenue, water, sewage or public improvement bonds or any similar bonds, or in connection with any agreements for the funding of infrastructure, including in respect of the issuance of community facility district bonds, metro district bonds, xxxxx-xxxx bonds and subdivision improvement bonds, and similar bonds, in each case, arising in the ordinary course of business; (v) any right of a lender or lenders to which is secured the Company or a Restricted Subsidiary may be indebted to offset against, or appropriate and apply to the payment of such, Indebtedness any and all balances, credits, deposits, accounts or money of the Company or a Restricted Subsidiary with or held by Security Interests such lender or lenders or its affiliates in the ordinary course of business; (vi) Liens securing Indebtedness of a Restricted Subsidiary owing owed to the Company or to another a Wholly Owned Restricted SubsidiarySubsidiary of the Company or Liens securing the Company’s Indebtedness owing to a Guarantor; andor (5vii) (x) Liens securing Indebtedness secured by a Permitted Lien or (y) Indebtedness that is in an aggregate principal amount not Secured Debt or restrict the ability of to exceed $100.0 million at any Unrestricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtednessone time outstanding. Additionally, such permitted Secured Debt includes any amendment, restatement, supplement, renewal, replacement, extension, refinancing extension or refunding, refunding in whole or in part, of Secured Debt permitted at the time of the original creation, incurrence, assumption or guarantee incurrence thereof. In addition, the Company and its Restricted Subsidiaries may create, incur, assume or guarantee Secured Debt, without equally or ratably securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding (i) Secured Debt permitted under clauses (1i) through (5vii) above and (ii) any Secured Debt in relation to which the Notes have been secured equally and ratably (or prior to)secured) 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 (1i), (2ii) and (3iii) under of Section 4.023.03) as of the date of determination would not exceed 20% of Consolidated Adjusted Net Tangible Assets. The provisions described above with respect to limitations on Secured Debt are not applicable to Non-Recourse Land Financing by virtue of the definition of Secured Debt, and will not restrict or limit the Company’s or its Restricted Subsidiaries’ ability to create, incur, assume or guarantee any unsecured Indebtedness, or of any Subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness.

Restrictions on Secured Debt. The So long as any Securities remain Outstanding, the Company will notnot issue, assume or guarantee, and will not cause or permit any Restricted Subsidiary to, create, incurto issue, assume or guarantee guarantee, any Secured Debt unless Indebtedness secured by a Lien on or of any of the Notes Company's or any Subsidiary's property, or on the shares of stock or debt of any Subsidiary now owned by the Company or acquired after the date hereof. This restriction will be not apply if the Securities are secured equally and by a Lien ranking ratably with and equal to (or at the Company's option, prior to) such Secured Debtthe secured Indebtedness. In any event, with certain exceptions. This the foregoing restriction does will not prohibit apply to the creation, incurrence, assumption or guarantee offollowing: (1i) Secured Debt which is secured by Security Interests Liens on model homes, homes held for sale, homes that are Indebtedness outstanding or available to the Company or any Subsidiary under construction or under contract for sale, contracts for facilities existing on the sale date of homes, land (improved or unimproved), contracts for original issuance of 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 thereat or thereon or leasehold or other interests thereinSecurities; (2ii) Secured Debt which is Liens on Indebtedness secured by the stock of a Security Interest Subsidiary and Indebtedness of a Subsidiary existing when the Subsidiary becomes a Subsidiary, other than Indebtedness created in connection with the transaction by which the Subsidiary becomes a Subsidiary; (iii) Liens on Indebtedness of the Company or any Subsidiary having a term of less than 365 days arising from any funding arrangement with one or more financial institutions or other lenders or purchasers exclusively to finance the purchase, origination or production of loans held or to be held for sale by the Company or by any Subsidiaries for the purpose of pooling those loans prior to securitization or sale of those loans in the ordinary course of the Company's or any Subsidiary's business; (iv) Liens on property at the time of its acquisition by the Company or a Restricted Subsidiary, which Security Interest secures Subsidiary that secure obligations assumed by the Company or a Restricted Subsidiary, or on the property of a corporation or other an entity at the time it is merged into or consolidated with the Company or a Restricted Subsidiary (other than Secured Debt Indebtedness created in contemplation of the acquisition of such the property or the consummation of such a merger merger); (v) Liens to secure the payment of some or consolidation all of the purchase price of property or where loan portfolios upon the Security Interest attaches to acquisition of that property or affects the property of those loan portfolios by the Company or a Restricted Subsidiary prior to such transaction)Subsidiary; (3vi) Secured Debt which is secured by Security Interests Liens on Indebtedness arising from conditional sales agreements or title retention agreements with respect relating to property acquired by the Company or a Restricted Subsidiary; (4vii) Secured Debt which is secured Liens on Indebtedness owed by Security Interests securing Indebtedness of a Restricted Subsidiary owing to the Company or to another Restricted Subsidiary; andSubsidiary that is wholly-owned (directly or indirectly) by the Company; (5viii) mechanics', materialmen's, carriers' or similar Liens arising in the ordinary course of business (including in the construction of facilities) relating to obligations not due or which are being contested; (ix) Liens for taxes not due or being contested, landlords' Liens, tenants' rights under leases, and similar Liens not impairing the use or value of the property involved; (x) Liens on any property to secure all or part of the cost of improvements or construction on the property or Indebtedness secured by incurred to provide funds for that purpose in a Permitted Lien principal amount not exceeding the cost of the improvements or construction; (yxi) Indebtedness that is not Secured Debt or restrict the ability of any Unrestricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness. Additionally, such permitted Secured Debt includes Liens incurred in connection with any amendment, restatement, supplement, renewal, replacement, extension, refinancing or refunding, refunding in whole or in part, of Secured Debt permitted Indebtedness, provided that the principal amount of the Indebtedness secured by a Lien will not exceed the principal amount of Indebtedness secured at the time any such action is taken (other than with respect to the Company's $175.0 million revolving credit facility with First Union National Bank, as to which the principal amount of Indebtedness may be increased) and that any such action will be limited to the original creation, incurrence, assumption or guarantee thereofportion of assets that secured the Lien at the time any such action was taken. In addition, the Company and its Restricted Subsidiaries any Subsidiary may create, incurissue, assume or guarantee Secured Debt, Indebtedness that would be subject to the foregoing restrictions without equally or and ratably securing the Notes, Securities if immediately thereafter the sum of (1i) the aggregate principal amount of all Secured Debt Indebtedness outstanding that would be subject to the foregoing restrictions (excluding Secured Debt Indebtedness permitted under clauses (1) through (5) above and any Secured Debt in relation the exceptions to which the Notes have been secured equally and ratably (or prior torestriction set forth above)) , and (2ii) all Attributable Debt in respect of from a Sale and Leaseback Transactions (excluding Attributable Debt any sale and leaseback as to which the net proceeds of the property sold or transferred are applied to retire Indebtedness or to the purchase of property as described in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1), (2) and (3) under Section 4.02) 1013 as of the date of determination would not exceed 2015% of Consolidated Adjusted Net Tangible Assets.

Restrictions on Secured Debt. The Company will shall not, and will shall not cause or permit any a Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt unless the Notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit the creation, incurrence, assumption or guarantee of: (1) of Secured Debt which is secured by by: (a) Security Interests 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 warehouses or office buildings and fixtures and equipment located thereat thereat, or thereon or leasehold or other interests thereinthereon; (2b) Secured Debt which is secured by a Security Interest Interests on property at the time of its acquisition by the Company or a Restricted Subsidiary, which Security Interest secures Interests secure obligations assumed by the Company or a Restricted Subsidiary, or on the property of a corporation or other entity at the time it is merged into or consolidated with the Company or a Restricted Subsidiary (other than Secured Debt created in contemplation of the acquisition of such property or the consummation of such a merger or consolidation or where the Security Interest attaches to or affects the Company's property or the property of the Company or a Restricted Subsidiary prior to such transaction); (3c) Secured Debt which is secured by Security Interests arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company or a Restricted Subsidiary;; and (4d) Secured Debt which is secured by Security Interests securing Indebtedness of a Restricted Subsidiary owing to the Company or to another Restricted Subsidiary; and (5) (x) Indebtedness secured by a Permitted Lien or (y) Indebtedness Subsidiary that is not Secured Debt wholly-owned (directly or restrict indirectly) by the ability of any Unrestricted Subsidiary to create, incur, assume or guarantee any secured or unsecured IndebtednessCompany. Additionally, such permitted Secured Debt includes any amendmentamendments, restatementmodifications, supplementrestatements, renewalsupplements, replacementrenewals, extensionreplacements, refinancing extensions, refinancings or refundingrefundings, in whole or in part, including, in each case, any increase in the principal amount, of Secured Debt permitted at the time of the original creation, incurrence, assumption or guarantee incurrence thereof. In addition, the Company and its Restricted Subsidiaries may create, incur, assume or guarantee Secured Debt, without equally or ratably securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1a) through (5d) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or prior to)) 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 (1a), (2b) and (3c) under Section 4.025.02 hereof) as of the date of determination would not exceed 20% of Consolidated Adjusted Net Tangible Assets.

Restrictions on Secured Debt. The Company will not, and will not cause or permit any a Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt unless the Notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit the creation, incurrence, assumption or guarantee ofof Secured Debt that is secured by: (1i) Secured Debt which is secured by Security Interests 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 warehouses or office buildings and fixtures and equipment located thereat thereat, or thereon or leasehold or other interests thereinthereon; (2ii) Secured Debt which is secured by a Security Interest Interests on property at the time of its acquisition by the Company or a Restricted Subsidiary, which Security Interest secures Interests secure obligations assumed by the Company or a Restricted Subsidiary, or on the property of a corporation or other entity at the time it is merged into or consolidated with the Company or a Restricted Subsidiary (other than Secured Debt created in contemplation of the acquisition of such property or the consummation of such a merger or consolidation or where the Security Interest attaches to or affects the Company’s property or the property of the Company or a Restricted Subsidiary prior to such transaction); (3iii) Secured Debt which is secured by Security Interests arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company or a Restricted Subsidiary;; and (4iv) Secured Debt which is secured by Security Interests securing Indebtedness of a Restricted Subsidiary owing to the Company or to another Restricted Subsidiary; and (5) (x) Indebtedness secured by a Permitted Lien or (y) Indebtedness Subsidiary that is not Secured Debt or restrict a Wholly Owned Subsidiary by the ability of any Unrestricted Subsidiary to create, incur, assume or guarantee any secured or unsecured IndebtednessCompany. Additionally, such permitted Secured Debt includes any amendment, restatement, supplement, renewal, replacement, extension, refinancing or refunding, in whole or in part, of Secured Debt permitted at the time of the original creation, incurrence, assumption or guarantee incurrence thereof. In addition, the The Company and its Restricted Subsidiaries may create, incur, assume or guarantee Secured Debt, without equally or ratably securing the Notes, if immediately thereafter the sum of (1i) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1i) through (5iv) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or prior to)) and (2ii) 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 (1i), (2ii) and (3iii) under Section 4.02“— Restrictions on Sale and Leaseback Transactions”) as of the date of determination would not exceed 20% of Consolidated Adjusted Net Tangible Assets. The provisions described above with respect to limitations on Secured Debt are not applicable to Non-Recourse Land Financing by virtue of the definition of Secured Debt, and will not restrict or limit the Company’s or its Restricted Subsidiaries’ ability to create, incur, assume or guarantee any unsecured Indebtedness, or the ability of any subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness.

Restrictions on Secured Debt. The Company will Issuer shall not, and will shall not cause or permit any a Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt unless the Notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit the creation, incurrence, assumption or guarantee ofof Secured Debt which is secured by: (1) Secured Debt which is secured by Security Interests 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 warehouses or office buildings and fixtures and equipment located thereat thereat, or thereon or leasehold or other interests thereinthereon; (2) Secured Debt which is secured by Liens on assets of a Security Interest on property Person existing at the time of its acquisition by the Company such Person is acquired or a Restricted Subsidiary, which Security Interest secures obligations assumed by the Company merged with or a Restricted Subsidiary, or on the property of a corporation or other entity at the time it is merged into or consolidated with the Company Issuer or a any such Restricted Subsidiary (other than Secured Debt and not created in anticipation or contemplation of the acquisition of such property or the consummation of such a merger or consolidation or where the Security Interest attaches to or affects the property of the Company or a Restricted Subsidiary prior to such transactionthereof); (3) Secured Debt which is secured by Security Interests Liens arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company Issuer or a Restricted Subsidiary;; and (4) Secured Debt which is secured by Security Interests Liens securing Indebtedness of a Restricted Subsidiary owing owed to the Company Issuer or to another a Wholly Owned Restricted Subsidiary; and (5) (x) Indebtedness secured by a Permitted Lien or (y) Indebtedness that is not Secured Debt or restrict Subsidiary of the ability of any Unrestricted Subsidiary to create, incur, assume or guarantee any secured or unsecured IndebtednessIssuer. Additionally, such permitted Secured Debt includes any amendment, restatement, supplement, renewal, replacement, extension, refinancing extension or refunding, refunding in whole or in part, of Secured Debt permitted at the time of the original creation, incurrence, assumption or guarantee incurrence thereof. In addition, the Company Issuer and its Restricted Subsidiaries may create, incur, assume or guarantee Secured Debt, without equally or ratably securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding Secured (i) Se cured Debt permitted under clauses (1) through (54) above and (ii) any Secured Debt in relation to which the Notes have been secured equally and ratably (or prior to)secured) and (2) all Attributable Debt Indebtedness in respect of Sale and Leaseback Transactions (excluding Attributable Debt Indebtedness in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1), (2) and (3) under of Section 4.024.07) as of the date of determination would not exceed 20% of Consolidated Adjusted Net Tangible Assets. The provisions described above with respect to limitations on Secured Debt are not applicable to Non-Recourse Land Financing by virtue of the definition of Secured Debt, and will not restrict or limit the Issuer’s or its Restricted Subsidiaries’ ability to create, incur, assume or guarantee any unsecured Indebtedness, or of any Subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness.

Restrictions on Secured Debt. The Company will not, and will not cause or permit any a Restricted Subsidiary (other than any Finance Subsidiary) to, create, incur, assume or guarantee any Secured Debt unless the Notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit the creation, incurrence, assumption or guarantee ofof Secured Debt which is secured by: (1) Secured Debt which is secured by Security Interests on in 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 warehouses or office buildings and fixtures and equipment located thereat or thereon or leasehold or other interests thereinthereon; (2) Secured Debt which is secured by a Security Interest on Interests in property at the time of its acquisition by the Company or a Restricted Subsidiary, including Capitalized Lease Obligations, which Security Interest secures Interests secure obligations assumed by the Company or a Restricted Subsidiary, or on in the property of a corporation or other entity at the time it is merged into or consolidated with the Company or a Restricted Subsidiary (other than Secured Debt created in contemplation of the acquisition of such property or the consummation of such a merger or consolidation or where the Security Interest attaches to or affects the property of the Company or a Restricted Subsidiary prior to such transaction); (3) Secured Debt which is secured by Security Interests arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company or a Restricted Subsidiary; (4) Secured Debt which is secured by Security Interests incurred in connection with pollution control, industrial revenue, water, sewage or any similar item; and (5) Security Interests securing Indebtedness of a Restricted Subsidiary owing to the Company or to another a Restricted Subsidiary; and (5) (x) Indebtedness secured by a Permitted Lien or (y) Indebtedness Subsidiary that is not Secured Debt wholly owned (directly or restrict indirectly) by the ability of any Unrestricted Subsidiary Company or Security Interests securing the Company’s Indebtedness owing to create, incur, assume or guarantee any secured or unsecured Indebtednessa Guarantor. Additionally, such Such permitted Secured Debt also includes any amendment, restatement, supplement, renewal, replacement, extension, refinancing extension or refunding, in whole or in part, of Secured Debt permitted at the time of the original creation, incurrence, assumption or guarantee incurrence thereof. In addition, the Company and its Restricted Subsidiaries the Guarantors may create, incur, assume or guarantee Secured Debt, without equally or and ratably securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (5) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or prior to)secured) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying as to which the conditions set forth in provisions of clauses (1), (2) and through (3) under Section 4.024.02 have been complied with) as of the date of determination would not exceed 20% of Consolidated Adjusted Net Tangible Assets. The provisions described above with respect to limitations on Secured Debt are not applicable to Non-Recourse Indebtedness by virtue of the definition of “Secured Debt,” and will not restrict the Company’s or the Guarantors’ ability to create, incur, assume or guarantee any unsecured Indebtedness, or of any Subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness.

Restrictions on Secured Debt. (a) The Company will shall not, and will shall not cause or permit any a Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt unless the Notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This ; provided that this restriction does not prohibit the creation, incurrence, assumption or guarantee of: (1) of Secured Debt which is secured by by: (i) Security Interests 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 warehouses or office buildings and fixtures and equipment located thereat thereat, or thereon or leasehold or other interests thereinthereon; (2ii) Secured Debt which is secured by a Security Interest Interests on property at the time of its acquisition by the Company or a Restricted Subsidiary, which Security Interest secures Interests secure obligations assumed by the Company or a Restricted Subsidiary, or on the property of a corporation or other entity at the time it is merged into or consolidated with the Company or a Restricted Subsidiary (other than Secured Debt created in contemplation of the acquisition of such property or the consummation of such a merger or consolidation or where the Security Interest attaches to or affects the Company’s property or the property of the Company or a Restricted Subsidiary prior to such transaction); (3iii) Secured Debt which is secured by Security Interests arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company or a Restricted Subsidiary; (4iv) Secured Debt which is secured by Security Interests securing Indebtedness of a Restricted Subsidiary owing to the Company or to another Restricted SubsidiarySubsidiary that is wholly-owned (directly or indirectly) by the Company; and (5v) Security Interests constituting the pledge or deposit of cash or other property in connection with obtaining surety, performance, completion or payment bonds and letters of credit or other similar instruments or providing xxxxxxx money obligations, escrows or similar purpose undertakings or indemnifications in the ordinary course of business of the Company and the Restricted Subsidiaries. (xb) Indebtedness secured by a Permitted Lien For purposes of determining compliance with this Section 5.01, any amendments, modifications, restatements, supplements, renewals, replacements, extensions, refinancings or (y) Indebtedness that is not Secured Debt or restrict the ability of any Unrestricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness. Additionally, such permitted Secured Debt includes any amendment, restatement, supplement, renewal, replacement, extension, refinancing or refundingrefundings, in whole or in part, including, in each case, any increase in the principal amount, of Secured Debt permitted pursuant to clauses (i) through (v) above at the time of the original creationincurrence thereof, incurrenceor by this clause (b), assumption or guarantee thereof. shall be permitted under this Section 5.01. (c) In addition, the Company and its Restricted Subsidiaries may create, incur, assume or guarantee Secured Debt, without equally or ratably securing the Notes, if immediately thereafter the sum of (1i) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1a)(i) through (5v) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or prior to)) and (2ii) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying as to which the conditions provisions set forth in clauses (1a)(i), (2ii) and (3iii) under Section 4.025.02 hereof have been complied with) as of the date of determination would not exceed 20% of Consolidated Adjusted Net Tangible Assets. (d) Any Security Interest created for the benefit of the Holders of the Notes pursuant to this Section 5.01 shall provide by its terms that such Security Interest shall be automatically and unconditionally released and discharged upon the release and discharge of all Security Interests securing the relevant other obligations that gave rise to the creation of Security Interests for the benefit of the Holders of the Notes under this Section.