Common use of Incurrence of Additional Indebtedness Clause in Contracts

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

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

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

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

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

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

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