Common use of Restrictions on Secured Indebtedness Clause in Contracts

Restrictions on Secured Indebtedness. (a) The Company will not, and will not cause or permit a Restricted Subsidiary to, Incur any Secured Indebtedness unless the Notes will be secured equally and ratably with (or prior to) such Secured Indebtedness. (b) Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur Secured Indebtedness: (i) which is secured by Liens on model homes, homes under construction, homes held for sale, homes that are under contract for sale, contracts for the sale of homes, land (improved or unimproved), manufacturing plants, warehouses or office buildings and fixtures, equipment located thereat or thereon and other related property customarily included as collateral under mortgages, deeds of trust and related documents for a homebuilding or other land development project; (ii) which is secured by Liens on assets at the time of their acquisition by the Company or a Restricted Subsidiary, including Capitalized Lease Obligations, which Liens secure obligations assumed by the Company or a Restricted Subsidiary, or on assets of a Person existing at the time such Person is acquired or merged with or into or consolidated with the Company or any such Restricted Subsidiary (and not created in anticipation or contemplation thereof); (iii) which is secured by Liens arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company or a Restricted Subsidiary; (iv) which is secured by Liens incurred in connection with pollution control, industrial revenue, water sewage or any similar item; (v) which is secured by Liens securing Indebtedness of a Restricted Subsidiary owed to the Company or to a Wholly Owned Restricted Subsidiary of the Company; and (vi) which consists of any amendment, restatement, supplement, renewal, replacement, extension or refunding in whole or in part, of Secured Indebtedness permitted to be Incurred pursuant to this Section 6.02 at the time of the original Incurrence thereof. (c) Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur Secured Indebtedness, without equally or ratably securing the Notes, if immediately thereafter the sum of (i) the aggregate principal amount of all Secured Indebtedness outstanding Incurred by the Company or any of the Restricted Subsidiaries (excluding (A) Secured Indebtedness permitted under clauses (i) through (vi) of Section 6.02(b) above and (B) any Secured Indebtedness in relation to which the Notes have been equally and ratably secured) and (ii) 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 (i), (ii) and (iii) of Section 6.03(a) hereof and Attributable Debt in respect of Sale and Leaseback Transactions to which Section 6.03 hereof does not apply pursuant to the first sentence of Section 6.03(b)) as of the date of determination would not exceed 20% of Consolidated Net Tangible Assets.

Restrictions on Secured Indebtedness. (a) The Company will not, and will not cause or permit a Restricted Subsidiary to, Incur any Secured Indebtedness unless the Notes will be secured equally and ratably with (or prior to) such Secured Indebtedness. (b) Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur incur Secured IndebtednessIndebtedness which is secured by: (i) which is secured by Liens on model homes, homes under construction, homes held for sale, homes that are under contract for sale, contracts for the sale of homes, land (improved or unimproved), manufacturing plants, warehouses or office buildings and fixtures, equipment located thereat or thereon and other related property customarily included as collateral under mortgages, deeds of trust and related documents for a homebuilding or other land development project; (ii) which is secured by Liens on assets at the time of their acquisition by the Company or a Restricted Subsidiary, including Capitalized Lease Obligations, which Liens secure obligations assumed by the Company or a Restricted Subsidiary, or on assets of a Person existing at the time such Person is acquired or merged with or into or consolidated with the Company or any such Restricted Subsidiary (and not created in anticipation or contemplation thereof); (iii) which is secured by Liens arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company or a Restricted Subsidiary; (iv) which is secured by Liens incurred in connection with pollution control, industrial revenue, water sewage or any similar item; (v) which is secured by Liens securing Indebtedness of a Restricted Subsidiary owed to the Company or to a Wholly Owned Restricted Subsidiary of the Company; and (vi) which consists of any amendment, restatement, supplement, renewal, replacement, extension or refunding in whole or in part, of Secured Indebtedness permitted to be Incurred pursuant to this Section 6.02 at the time of the original Incurrence thereof. (c) Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur Secured Indebtedness, without equally or ratably securing the Notes, if immediately thereafter the sum of (i) the aggregate principal amount of all Secured Indebtedness outstanding Incurred by the Company or any of the Restricted Subsidiaries (excluding (A) Secured Indebtedness permitted under clauses (ia)(i) through (vi) of Section 6.02(b) above and (B) any Secured Indebtedness in relation to which the Notes have been equally and ratably secured) and (ii) 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 (ia)(i), (ii) and (iii) of Section 6.03(a) hereof and Attributable Debt in respect of Sale and Leaseback Transactions to which under Section 6.03 hereof does not apply pursuant to the first sentence of Section 6.03(b)hereof) as of the date of determination would not exceed 20% of Consolidated Net Tangible Assets.

Restrictions on Secured Indebtedness. (a) The following provision shall apply with respect to any series of Securities only upon and after the occurrence of an Investment Grade Rating Event of that series. If the Company will notshall incur, and will not cause issue, assume or permit guarantee any Indebtedness secured by a Lien on any Principal Property of the Company or on any share of stock or Indebtedness of any Restricted Subsidiary to(other than a Securitization Special Purpose Entity), Incur any Secured Indebtedness unless the Notes will be secured Company shall secure the Securities of each series equally and ratably with (or or, at the Company's option, prior to) such Secured secured Indebtedness so long as such Indebtedness shall be so secured, unless the aggregate amount of all such secured Indebtedness. (b) Notwithstanding the foregoing paragraph (a), together with all Attributable Indebtedness of the Company and its Restricted Subsidiaries may Incur Secured Indebtedness: (i) which is secured by Liens on model homes, homes under construction, homes held for sale, homes that are under contract for sale, contracts for the sale of homes, land (improved or unimproved), manufacturing plants, warehouses or office buildings and fixtures, equipment located thereat or thereon and other related property customarily included as collateral under mortgages, deeds of trust and related documents for a homebuilding or other land development project; (ii) which is secured by Liens on assets at the time of their acquisition by the Company or a Restricted Subsidiary, including Capitalized Lease Obligations, which Liens secure obligations assumed by the Company or a Restricted Subsidiary, or on assets of a Person existing at the time such Person is acquired or merged with or into or consolidated with the Company or any such Restricted Subsidiary (and not created in anticipation or contemplation thereof); (iii) which is secured by Liens arising from conditional sales agreements or title retention agreements with respect to property acquired by any sale and leaseback transactions involving Principal Properties (with the Company or a Restricted Subsidiary; (iv) exception of such transactions which is secured by Liens incurred are excluded as described in connection with pollution control, industrial revenue, water sewage or any similar item; (v) which is secured by Liens securing Indebtedness of a Restricted Subsidiary owed to the Company or to a Wholly Owned Restricted Subsidiary of the Company; and (vi) which consists of any amendment, restatement, supplement, renewal, replacement, extension or refunding in whole or in part, of Secured Indebtedness permitted to be Incurred pursuant to this Section 6.02 at the time of the original Incurrence thereof. (c) Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur Secured Indebtedness, without equally or ratably securing the Notes, if immediately thereafter the sum of (i) the aggregate principal amount of all Secured Indebtedness outstanding Incurred by the Company or any of the Restricted Subsidiaries (excluding (A) Secured Indebtedness permitted under clauses (i) through (viv) of in Section 6.02(b) above and (B) any Secured Indebtedness in relation to which the Notes have been equally and ratably secured) and (ii) 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 (i9.15 below), (ii) and (iii) of Section 6.03(a) hereof and Attributable Debt in respect of Sale and Leaseback Transactions to which Section 6.03 hereof does not apply pursuant to the first sentence of Section 6.03(b)) as of the date of determination would not exceed 2010% of Consolidated Net Tangible Assets.. The above restriction does not apply to, and there shall be excluded from secured Indebtedness in any computation under such restriction, Indebtedness secured by: (i) Liens on property of, or on any share of stock or Indebtedness of, any corporation existing at the time such corporation becomes a Restricted Subsidiary and Liens on any property acquired from a corporation which is merged with or into the Company or a Subsidiary; (ii) Liens in favor of the Company; (iii) Liens in favor of governmental bodies to secure progress, advance or other payments; (iv) Liens upon any property acquired after the date of this Indenture, securing the purchase price thereof or created or incurred simultaneously with (or within 270 days after) such acquisition to finance the acquisition of such property or existing on such property at the time of such acquisition, or Liens on improvements after such date, in each case subject to certain conditions and provided that the principal amount of the obligation or indebtedness secured by such Lien shall not exceed 100% of the cost or fair value (as determined in good faith by the Company), whichever shall be lower, of the property at the time of the acquisition, construction or improvement thereof; (v) Liens securing industrial revenue or pollution control bonds; (vi) Liens arising out of any final judgment for the payment of money aggregating not in excess of $25 million which remains unstayed, in effect and unpaid for a period of 60 consecutive days or Liens arising out of any judgments which are being contested in good faith; (vii) Permitted Liens in existence on the date of the Investment Grade Rating Event; (viii) Liens to secure obligations arising from time to time under the Credit Agreement, including Guaranties thereof, and Interest Swap Obligations owed by the Company or a Subsidiary to any lender under the Credit Agreement or an affiliate of any such lender; or (ix) any extension, renewal, or replacement of any Lien referred to in the foregoing clauses (i) through (viii)

Restrictions on Secured Indebtedness. (a) The following provision shall apply only upon and after the occurrence of an Investment Grade Rating Event. If the Company will notshall incur, and will not cause issue, assume or permit guarantee any Indebtedness secured by a Lien on any Principal Property of the Company or on any share of stock or Indebtedness of any Restricted Subsidiary to(other than a Securitization Special Purpose Entity), Incur any Secured Indebtedness unless the Company shall secure the Notes will be secured equally and ratably with (or or, at the Company's option, prior to) such Secured secured Indebtedness so long as such Indebtedness shall be so secured, unless the aggregate amount of all such secured Indebtedness. (b) Notwithstanding the foregoing paragraph (a), together with all Attributable Indebtedness of the Company and its Restricted Subsidiaries may Incur Secured Indebtedness: (i) which is secured by Liens on model homes, homes under construction, homes held for sale, homes that are under contract for sale, contracts for the sale of homes, land (improved or unimproved), manufacturing plants, warehouses or office buildings and fixtures, equipment located thereat or thereon and other related property customarily included as collateral under mortgages, deeds of trust and related documents for a homebuilding or other land development project; (ii) which is secured by Liens on assets at the time of their acquisition by the Company or a Restricted Subsidiary, including Capitalized Lease Obligations, which Liens secure obligations assumed by the Company or a Restricted Subsidiary, or on assets of a Person existing at the time such Person is acquired or merged with or into or consolidated with the Company or any such Restricted Subsidiary (and not created in anticipation or contemplation thereof); (iii) which is secured by Liens arising from conditional sales agreements or title retention agreements with respect to property acquired by any sale and leaseback transactions involving Principal Properties (with the Company or a Restricted Subsidiary; (iv) exception of such transactions which is secured by Liens incurred are excluded as described in connection with pollution control, industrial revenue, water sewage or any similar item; (v) which is secured by Liens securing Indebtedness of a Restricted Subsidiary owed to the Company or to a Wholly Owned Restricted Subsidiary of the Company; and (vi) which consists of any amendment, restatement, supplement, renewal, replacement, extension or refunding in whole or in part, of Secured Indebtedness permitted to be Incurred pursuant to this Section 6.02 at the time of the original Incurrence thereof. (c) Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur Secured Indebtedness, without equally or ratably securing the Notes, if immediately thereafter the sum of (i) the aggregate principal amount of all Secured Indebtedness outstanding Incurred by the Company or any of the Restricted Subsidiaries (excluding (A) Secured Indebtedness permitted under clauses (i) through (viv) of in Section 6.02(b) above and (B) any Secured Indebtedness in relation to which the Notes have been equally and ratably secured) and (ii) 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 (i9.19 below), (ii) and (iii) of Section 6.03(a) hereof and Attributable Debt in respect of Sale and Leaseback Transactions to which Section 6.03 hereof does not apply pursuant to the first sentence of Section 6.03(b)) as of the date of determination would not exceed 2010% of Consolidated Net Tangible Assets. The above restriction does not apply to, and there shall be excluded from secured Indebtedness in any computation under such restriction, Indebtedness secured by: (i) Liens on property of, or on any share of stock or Indebtedness of, any corporation existing at the time such corporation becomes a Restricted Subsidiary and Liens on any property acquired from a corporation which is merged with or into the Company or a Subsidiary, (ii) Liens in favor of the Company; (iii) Liens in favor of governmental bodies to secure progress, advance or other payments; (iv) Liens upon any property acquired after the date of this Indenture, securing the purchase price thereof or created or incurred simultaneously with (or within 270 days after) such acquisition to finance the acquisition of such property or existing on such property at the time of such acquisition, or Liens on improvements after such date, in each case subject to certain conditions and provided that the principal amount of the obligation or indebtedness secured by such Lien shall not exceed 100% of the cost or fair value (as determined in good faith by the Company), whichever shall be lower, of the property at the time of the acquisition, construction or improvement thereof; (v) Liens securing industrial revenue or pollution control bonds; (vi) Liens arising out of any final judgment for the payment of money aggregating not in excess of $25 million which remains unstayed, in effect and unpaid for a period of 60 consecutive days or Liens arising out of any judgments which are being contested in good faith; (vii) Permitted Liens in existence on the date of the Investment Grade Rating Event; (viii) Liens to secure obligations arising from time to time under the Credit Agreement including Guaranties thereof; or (ix) any extension, renewal, or replacement of any Lien referred to in the foregoing clauses (i) through (viii) inclusive.

Restrictions on Secured Indebtedness. (a) The From and after the occurrence of an Investment Grade Rating Event, if Company will notshall incur, and will not cause issue, assume or permit guarantee any Indebtedness secured by a Lien on any Principal Property of Company or on any share of stock or Indebtedness of any Restricted Subsidiary to(other than a Securitization Special Purpose Entity), Incur any Secured Indebtedness unless Company shall secure the Notes will be secured Obligations equally and ratably with (or or, at Company's option, prior to) such Secured secured Indebtedness so long as such Indebtedness shall be so secured, unless the aggregate amount of all such secured Indebtedness. (b) Notwithstanding the foregoing paragraph (a), the together with all Attributable Indebtedness of Company and its Restricted Subsidiaries may Incur Secured Indebtedness: (i) which is secured by Liens on model homes, homes under construction, homes held for sale, homes that are under contract for sale, contracts for the sale of homes, land (improved or unimproved), manufacturing plants, warehouses or office buildings and fixtures, equipment located thereat or thereon and other related property customarily included as collateral under mortgages, deeds of trust and related documents for a homebuilding or other land development project; (ii) which is secured by Liens on assets at the time of their acquisition by the Company or a Restricted Subsidiary, including Capitalized Lease Obligations, which Liens secure obligations assumed by the Company or a Restricted Subsidiary, or on assets of a Person existing at the time such Person is acquired or merged with or into or consolidated with the Company or any such Restricted Subsidiary (and not created in anticipation or contemplation thereof); (iii) which is secured by Liens arising from conditional sales agreements or title retention agreements with respect to property acquired by any Sale and Leaseback Transactions involving Principal Properties (with the Company or a Restricted Subsidiary; (iv) exception of such transactions which is secured by Liens incurred are excluded as described in connection with pollution control, industrial revenue, water sewage or any similar item; (v) which is secured by Liens securing Indebtedness of a Restricted Subsidiary owed to the Company or to a Wholly Owned Restricted Subsidiary of the Company; and (vi) which consists of any amendment, restatement, supplement, renewal, replacement, extension or refunding in whole or in part, of Secured Indebtedness permitted to be Incurred pursuant to this Section 6.02 at the time of the original Incurrence thereof. (c) Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur Secured Indebtedness, without equally or ratably securing the Notes, if immediately thereafter the sum of (i) the aggregate principal amount of all Secured Indebtedness outstanding Incurred by the Company or any of the Restricted Subsidiaries (excluding (A) Secured Indebtedness permitted under clauses (i) through (viv) of Section 6.02(b) above and (B) any Secured Indebtedness in relation to which the Notes have been equally and ratably secured) and (ii) 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 (iunder subsection 6.10), (ii) and (iii) of Section 6.03(a) hereof and Attributable Debt in respect of Sale and Leaseback Transactions to which Section 6.03 hereof does not apply pursuant to the first sentence of Section 6.03(b)) as of the date of determination would not exceed 2010% of Consolidated Net Tangible Assets. The above restriction does not apply to, and there will be excluded from secured Indebtedness in any computation under such restriction, Indebtedness secured by: (i) Liens on property of, or on any share of stock or Indebtedness of, any corporation existing at the time such corporation becomes a Restricted Subsidiary and Liens on any property acquired from a corporation which is merged with or into Company or a Subsidiary, (ii) Liens in favor of Company; (iii) Liens in favor of governmental bodies to secure progress, advance or other payments; (iv) Liens upon any property acquired after the date of this Agreement, securing the purchase price thereof or created or incurred simultaneously with (or within 270 days after) such acquisition to finance the acquisition of such property or existing on such property at the time of such acquisition, or Liens on improvements after such date, in each case subject to certain conditions and provided that the principal amount of the obligation or Indebtedness secured by such Lien shall not exceed 100% of the cost or fair value (as determined in good faith by Company), whichever shall be lower, of the property at the time of the acquisition, construction or improvement thereof; (v) Liens securing industrial revenue or pollution control bonds, (vi) Liens arising out of any final judgment for the payment of money aggregating not in excess of $25,000,000 which remains unstayed, in effect and unpaid for a period of 60 consecutive days or Liens arising out of any judgments which are being contested in good faith, (vii) Permitted Liens in existence on the date of the Investment Grade Rating Event, (viii) Liens to secure obligations arising from time to time under the Existing Credit Agreement including Guaranties thereof, or (ix) any extension, renewal, or replacement of any Lien referred to in the foregoing clauses (i) through (viii) inclusive.

Restrictions on Secured Indebtedness. (a) The From and after the occurrence of an Investment Grade Rating Event, if Company will notshall incur, and will not cause issue, assume or permit guarantee any Indebtedness secured by a Lien on any Principal Property of Company or on any share of stock or Indebtedness of any Restricted Subsidiary to(other than a Securitization Special Purpose Entity), Incur any Secured Indebtedness unless Company shall secure the Notes will be secured Obligations equally and ratably with (or or, at Company's option, prior to) such Secured secured Indebtedness so long as such Indebtedness shall be so secured, unless the aggregate amount of all such secured Indebtedness. (b) Notwithstanding the foregoing paragraph (a), the together with all Attributable Indebtedness of Company and its Restricted Subsidiaries may Incur Secured Indebtedness: (i) which is secured by Liens on model homes, homes under construction, homes held for sale, homes that are under contract for sale, contracts for the sale of homes, land (improved or unimproved), manufacturing plants, warehouses or office buildings and fixtures, equipment located thereat or thereon and other related property customarily included as collateral under mortgages, deeds of trust and related documents for a homebuilding or other land development project; (ii) which is secured by Liens on assets at the time of their acquisition by the Company or a Restricted Subsidiary, including Capitalized Lease Obligations, which Liens secure obligations assumed by the Company or a Restricted Subsidiary, or on assets of a Person existing at the time such Person is acquired or merged with or into or consolidated with the Company or any such Restricted Subsidiary (and not created in anticipation or contemplation thereof); (iii) which is secured by Liens arising from conditional sales agreements or title retention agreements with respect to property acquired by any Sale and Leaseback Transactions involving Principal Properties (with the Company or a Restricted Subsidiary; (iv) exception of such transactions which is secured by Liens incurred are excluded as described in connection with pollution control, industrial revenue, water sewage or any similar item; (v) which is secured by Liens securing Indebtedness of a Restricted Subsidiary owed to the Company or to a Wholly Owned Restricted Subsidiary of the Company; and (vi) which consists of any amendment, restatement, supplement, renewal, replacement, extension or refunding in whole or in part, of Secured Indebtedness permitted to be Incurred pursuant to this Section 6.02 at the time of the original Incurrence thereof. (c) Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur Secured Indebtedness, without equally or ratably securing the Notes, if immediately thereafter the sum of (i) the aggregate principal amount of all Secured Indebtedness outstanding Incurred by the Company or any of the Restricted Subsidiaries (excluding (A) Secured Indebtedness permitted under clauses (i) through (viv) of Section 6.02(b) above and (B) any Secured Indebtedness in relation to which the Notes have been equally and ratably secured) and (ii) 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 (iunder subsec tion 6.10), (ii) and (iii) of Section 6.03(a) hereof and Attributable Debt in respect of Sale and Leaseback Transactions to which Section 6.03 hereof does not apply pursuant to the first sentence of Section 6.03(b)) as of the date of determination would not exceed 2010% of Consolidated Net Tangible Assets. The above restriction does not apply to, and there will be excluded from secured Indebtedness in any computation under such restriction, Indebtedness secured by: (i) Liens on property of, or on any share of stock or Indebtedness of, any corporation existing at the time such corporation becomes a Restricted Subsidiary and Liens on any property acquired from a corporation which is merged with or into Company or a Subsidiary, (ii) Liens in favor of Company; (iii) Liens in favor of governmental bodies to secure progress, advance or other payments; (iv) Liens upon any property acquired after the date of this Agreement, securing the purchase price thereof or created or incurred simultaneously with (or within 270 days after) such acquisition to finance the acquisition of such property or existing on such property at the time of such acquisition, or Liens on improvements after such date, in each case subject to certain conditions and provided that the principal amount of the obligation or Indebtedness secured by such Lien shall not exceed 100% of the cost or fair value (as determined in good faith by Company), whichever shall be lower, of the property at the time of the acquisition, construction or improvement thereof; (v) Liens securing industrial revenue or pollution control bonds, (vi) Liens arising out of any final judgment for the payment of money aggregating not in excess of $25,000,000 which remains unstayed, in effect and unpaid for a period of 60 consecutive days or Liens arising out of any judgments which are being contested in good faith, (vii) Permitted Liens in existence on the date of the Investment Grade Rating Event, (viii) Liens to secure obligations arising from time to time under the Existing Credit Agreement including Guaranties thereof, or (ix) any extension, renewal, or replacement of any Lien referred to in the foregoing clauses (i) through (viii) inclusive.

Restrictions on Secured Indebtedness. (a) The following provision shall apply only upon and after the occurrence of an Investment Grade Rating Event. If the Company will notshall incur, and will not cause issue, assume or permit guarantee any Indebtedness secured by a Lien on any Principal Property of the Company or on any share of stock or Indebtedness of any Restricted Subsidiary to(other than a Securitization Special Purpose Entity), Incur any Secured Indebtedness unless the Company shall secure the Notes will be secured equally and ratably with (or or, at the Company's option, prior to) such Secured secured Indebtedness so long as such Indebtedness shall be so secured, unless the aggregate amount of all such secured Indebtedness. (b) Notwithstanding the foregoing paragraph (a), together with all Attributable Indebtedness of the Company and its Restricted Subsidiaries may Incur Secured Indebtedness: (i) which is secured by Liens on model homes, homes under construction, homes held for sale, homes that are under contract for sale, contracts for the sale of homes, land (improved or unimproved), manufacturing plants, warehouses or office buildings and fixtures, equipment located thereat or thereon and other related property customarily included as collateral under mortgages, deeds of trust and related documents for a homebuilding or other land development project; (ii) which is secured by Liens on assets at the time of their acquisition by the Company or a Restricted Subsidiary, including Capitalized Lease Obligations, which Liens secure obligations assumed by the Company or a Restricted Subsidiary, or on assets of a Person existing at the time such Person is acquired or merged with or into or consolidated with the Company or any such Restricted Subsidiary (and not created in anticipation or contemplation thereof); (iii) which is secured by Liens arising from conditional sales agreements or title retention agreements with respect to property acquired by any sale and leaseback transactions involving Principal Properties (with the Company or a Restricted Subsidiary; (iv) exception of such transactions which is secured by Liens incurred are excluded as described in connection with pollution control, industrial revenue, water sewage or any similar item; (v) which is secured by Liens securing Indebtedness of a Restricted Subsidiary owed to the Company or to a Wholly Owned Restricted Subsidiary of the Company; and (vi) which consists of any amendment, restatement, supplement, renewal, replacement, extension or refunding in whole or in part, of Secured Indebtedness permitted to be Incurred pursuant to this Section 6.02 at the time of the original Incurrence thereof. (c) Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur Secured Indebtedness, without equally or ratably securing the Notes, if immediately thereafter the sum of (i) the aggregate principal amount of all Secured Indebtedness outstanding Incurred by the Company or any of the Restricted Subsidiaries (excluding (A) Secured Indebtedness permitted under clauses (i) through (viv) of in Section 6.02(b) above and (B) any Secured Indebtedness in relation to which the Notes have been equally and ratably secured) and (ii) 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 (i9.18 below), (ii) and (iii) of Section 6.03(a) hereof and Attributable Debt in respect of Sale and Leaseback Transactions to which Section 6.03 hereof does not apply pursuant to the first sentence of Section 6.03(b)) as of the date of determination would not exceed 2010% of Consolidated Net Tangible Assets. The above restriction does not apply to, and there shall be excluded from secured Indebtedness in any computation under such restriction, Indebtedness secured by: (i) Liens on property of, or on any share of stock or Indebtedness of, any corporation existing at the time such corporation becomes a Restricted Subsidiary and Liens on any property acquired from a corporation which is merged with or into the Company or a Subsidiary, (ii) Liens in favor of the Company; (iii) Liens in favor of governmental bodies to secure progress, advance or other payments; (iv) Liens upon any property acquired after the date of this Indenture, securing the purchase price thereof or created or incurred simultaneously with (or within 270 days after) such acquisition to finance the acquisition of such property or existing on such property at the time of such acquisition, or Liens on improvements after such date, in each case subject to certain 77 conditions and provided that the principal amount of the obligation or indebtedness secured by such Lien shall not exceed 100% of the cost or fair value (as determined in good faith by the Company), whichever shall be lower, of the property at the time of the acquisition, construction or improvement thereof; (v) Liens securing industrial revenue or pollution control bonds; (vi) Liens arising out of any final judgment for the payment of money aggregating not in excess of $25 million which remains unstayed, in effect and unpaid for a period of 60 consecutive days or Liens arising out of any judgments which are being contested in good faith; (vii) Permitted Liens in existence on the date of the Investment Grade Rating Event; (viii) Liens to secure obligations arising from time to time under the Credit Agreement including Guaranties thereof; or (ix) any extension, renewal, or replacement of any Lien referred to in the foregoing clauses (i) through (viii) inclusive.

Restrictions on Secured Indebtedness. (a) The Company will not, and will not cause or permit a Restricted Subsidiary to, Incur any Secured Indebtedness unless the Notes will be secured equally and ratably with (or prior to) such Secured Indebtedness. (b) Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur Secured IndebtednessIndebtedness which is secured by: (i) which is secured by Liens on model homes, homes under construction, homes held for sale, homes that are under contract for sale, contracts for the sale of homes, land (improved or unimproved), manufacturing plants, warehouses or office buildings and fixtures, equipment located thereat or thereon and other related property customarily included as collateral under mortgages, deeds of trust and related documents for a homebuilding or other land development project; (ii) which is secured by Liens on assets at the time of their acquisition by the Company or a Restricted Subsidiary, including Capitalized Lease Obligations, which Liens secure obligations assumed by the Company or a Restricted Subsidiary, or on assets of a Person existing at the time such Person is acquired or merged with or into or consolidated with the Company or any such Restricted Subsidiary (and not created in anticipation or contemplation thereof); (iii) which is secured by Liens arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company or a Restricted Subsidiary; (iv) which is secured by Liens incurred in connection with pollution control, industrial revenue, water sewage or any similar item; (v) which is secured by Liens securing Indebtedness of a Restricted Subsidiary owed to the Company or to a Wholly Owned Restricted Subsidiary of the Company; and (vi) which consists of any amendment, restatement, supplement, renewal, replacement, extension or refunding in whole or in part, of Secured Indebtedness permitted to be Incurred pursuant to this Section 6.02 at the time of the original Incurrence thereof. (c) Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur Secured Indebtedness, without equally or ratably securing the Notes, if immediately thereafter the sum of (i) the aggregate principal amount of all Secured Indebtedness outstanding Incurred by the Company or any of the Restricted Subsidiaries (excluding (A) Secured Indebtedness permitted under clauses (i) through (vi) of Section 6.02(b) above and (B) any Secured Indebtedness in relation to which the Notes have been equally and ratably secured) and (ii) 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 (i), (ii) and (iii) of Section 6.03(a) hereof and Attributable Debt in respect of Sale and Leaseback Transactions to which Section 6.03 hereof does not apply pursuant to the first sentence of Section 6.03(b)) as of the date of determination would not exceed 20% of Consolidated Net Tangible Assets.

Restrictions on Secured Indebtedness. (a) The following provision shall apply only upon and after the occurrence of an Investment Grade Rating Event. If the Company will notshall incur, and will not cause issue, assume or permit guarantee any Indebtedness secured by a Lien on any Principal Property of the Company or on any share of stock or Indebtedness of any Restricted Subsidiary to(other than a Securitization Special Purpose Entity), Incur any Secured Indebtedness unless the Company shall secure the Notes will be secured equally and ratably with (or or, at the Company's option, prior to) such Secured secured Indebtedness so long as such Indebtedness shall be so secured, unless the aggregate amount of all such secured Indebtedness. (b) Notwithstanding the foregoing paragraph (a), together with all Attributable Indebtedness of the Company and its Restricted Subsidiaries may Incur Secured Indebtedness: (i) which is secured by Liens on model homes, homes under construction, homes held for sale, homes that are under contract for sale, contracts for the sale of homes, land (improved or unimproved), manufacturing plants, warehouses or office buildings and fixtures, equipment located thereat or thereon and other related property customarily included as collateral under mortgages, deeds of trust and related documents for a homebuilding or other land development project; (ii) which is secured by Liens on assets at the time of their acquisition by the Company or a Restricted Subsidiary, including Capitalized Lease Obligations, which Liens secure obligations assumed by the Company or a Restricted Subsidiary, or on assets of a Person existing at the time such Person is acquired or merged with or into or consolidated with the Company or any such Restricted Subsidiary (and not created in anticipation or contemplation thereof); (iii) which is secured by Liens arising from conditional sales agreements or title retention agreements with respect to property acquired by any sale and leaseback transactions involving Principal Properties (with the Company or a Restricted Subsidiary; (iv) exception of such transactions which is secured by Liens incurred are excluded as described in connection with pollution control, industrial revenue, water sewage or any similar item; (v) which is secured by Liens securing Indebtedness of a Restricted Subsidiary owed to the Company or to a Wholly Owned Restricted Subsidiary of the Company; and (vi) which consists of any amendment, restatement, supplement, renewal, replacement, extension or refunding in whole or in part, of Secured Indebtedness permitted to be Incurred pursuant to this Section 6.02 at the time of the original Incurrence thereof. (c) Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur Secured Indebtedness, without equally or ratably securing the Notes, if immediately thereafter the sum of (i) the aggregate principal amount of all Secured Indebtedness outstanding Incurred by the Company or any of the Restricted Subsidiaries (excluding (A) Secured Indebtedness permitted under clauses (i) through (viv) of in Section 6.02(b) above and (B) any Secured Indebtedness in relation to which the Notes have been equally and ratably secured) and (ii) 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 (i9.15 below), (ii) and (iii) of Section 6.03(a) hereof and Attributable Debt in respect of Sale and Leaseback Transactions to which Section 6.03 hereof does not apply pursuant to the first sentence of Section 6.03(b)) as of the date of determination would not exceed 2010% of Consolidated Net Tangible Assets. The above restriction does not apply to, and there shall be excluded from secured Indebtedness in any computation under such restriction, Indebtedness secured by: (i) Liens on property of, or on any share of stock or Indebtedness of, any corporation existing at the time such corporation becomes a Restricted Subsidiary and Liens on any property acquired from a corporation which is merged with or into the Company or a Subsidiary, (ii) Liens in favor of the Company; (iii) Liens in favor of governmental bodies to secure progress, advance or other payments; (iv) Liens upon any property acquired after the date of this Indenture, securing the purchase price thereof or created or incurred simultaneously with (or within 270 days after) such acquisition to finance the acquisition of such property or existing on such property at the time of such acquisition, or Liens on improvements after such date, in each case subject to certain conditions and provided that the principal amount of the obligation or indebtedness secured by such Lien shall not exceed 100% of the cost or fair value (as determined in good faith by the Company), whichever shall be lower, of the property at the time of the acquisition, construction or improvement thereof; (v) Liens securing industrial revenue or pollution control bonds; (vi) Liens arising out of any final judgment for the payment of money aggregating not in excess of $25 million which remains unstayed, in effect and unpaid for a period of 60 consecutive days or Liens arising out of any judgments which are being contested in good faith; (vii) Permitted Liens in existence on the date of the Investment Grade Rating Event; (viii) Liens to secure obligations arising from time to time under the Credit Agreement including Guaranties thereof; or (ix) any extension, renewal, or replacement of any Lien referred to in the foregoing clauses (i) through (viii) inclusive.