Sales and Leasebacks. The Company will not itself, and it will not permit any Manufacturing Subsidiary to, enter into any arrangement with any bank, insurance company or other lender or investor (not including the Company or any Manufacturing Subsidiary) or to which any such lender or investor is a party, providing for the leasing by the Company or a Manufacturing Subsidiary for a period, including renewals, in excess of three years of any Principal Domestic Manufacturing Property which has been or is to be sold or transferred by the Company or such Manufacturing Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Domestic Manufacturing Property (herein referred to as a “Sale and Leaseback Transaction”) unless either:

SECTION # EVENTS OF DEFAULT 4445

Sale Leasebacks. Become or remain liable as lessee or as guarantor or other surety with respect to any lease, whether or not a Capitalized Lease, of any property (whether real, personal or mixed), whether now or hereafter acquired, # which any Loan Party or any Restricted Subsidiary has sold or transferred or is to sell or transfer to a Person which is not a Loan Party or a Restricted Subsidiary or # which any Loan Party or any Restricted Subsidiary intends to use for substantially the same purpose as any other property which has been sold or is to be sold or transferred by a Loan Party or a Restricted Subsidiary to another Person which is not a Loan Party or a Restricted Subsidiary in connection with such lease (each, a “Sale Leaseback”); provided that the Loan Parties may enter into Sale Leasebacks so long as # such Sale Leaseback is permitted pursuant to [Section 7.05(f) and (b)] the terms of such Sale Leaseback are on commercially reasonable, arm’s length terms to a third party that is not an Affiliate of any Loan Party or Restricted Subsidiary.

transactions with joint ventures entered into in the ordinary course of business, including, without limitation, sales (directly or indirectly), sales subject to repurchase options, leases and sales and leasebacks of # homes, improved land and unimproved land and # real estate (including related amenities and improvements);

a transaction in the ordinary course of business, including, without limitation, sales (directly or indirectly), sales subject to repurchase options, dedications and other donations to governmental authorities, leases and sales and leasebacks of # homes, improved land and unimproved land and # real estate (including related amenities and improvements),

No Sale-Leasebacks. No Loan Party shall enter into any arrangement, directly or indirectly, with any Person whereby in a substantially contemporaneous transaction such Loan Party shall sell or transfer all or substantially all of its right, title and interest in a Property and, in connection therewith, rent or lease back the right to use such Property (a “Sale-Leaseback”), except the Loan Parties may enter into Stonebriar Sale-Leaseback Transactions.

any sale of Equity Interests issued by # an Unrestricted Subsidiary or # Parent so long as such sale does not result in a Change of Control,

ARTICLE # EVENTS OF DEFAULT AND REMEDIES 9495

Sale and Leasebacks. Enter into any arrangement with any Person providing for the leasing by the Company or any Subsidiary of real or personal property that has been or is to be sold or transferred by the Company or such Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Company or such Subsidiary unless such arrangement is entered into in connection with the financing of the acquisition of such property through the proceeds of a capital lease permitted by [Section 7.03(g)(i)] and the sale or transfer of such property occurs within thirty days following the acquisition thereof by the Company or any of its Subsidiaries.

“Excluded Sale-Leasebacks” means the Sale-Leasebacks related to the Excluded Property.