EIGHTH SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of February 6, 2020, among Taylor Morrison Communities, Inc., a Delaware corporation (the Issuer), the Guarantors, Taylor Morrison Home III Corporation, a Delaware corporation (Successor Holdings) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the Trustee).
W I T N E S S E T H
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (as heretofore supplemented, the Indenture), dated as of March 5, 2014, providing for the issuance of 5.625% Senior Notes due 2024 (the Notes);
WHEREAS, on the date hereof, TMM Holdings Limited Partnership, a British Columbia limited partnership (Predecessor Holdings) has transferred all of its assets to Successor Holdings;
WHEREAS, pursuant to Section 5.01(a)(2) of the Indenture, Successor Holdings is obligated to expressly assume all of the obligations of Predecessor Holdings under the Indenture, the Notes and its Note Guarantee and shall succeed to, and be substituted for (so that from and after the date of the asset transfer described above, the provisions of the Indenture referring to Holdings shall refer instead to Successor Holdings and not to Predecessor Holdings), and may exercise every right and power of Holdings by entering into a supplemental indenture (the Assumption);
WHEREAS, pursuant to Section 9.01(a)(3) of the Indenture, Successor Holdings, the Guarantors, the Issuer and the Trustee are authorized to execute and deliver this Supplemental Indenture to provide for the Assumption;
WHEREAS, the Issuer has delivered an Officers Certificate and Opinion of Counsel to the Trustee stating that all conditions precedent and covenants related to the execution and delivery of this Supplemental Indenture complies with the Indenture:
WHEREAS, Successor Holdings has complied with all conditions precedent and covenants provided for in the Indenture relating to this Supplemental Indenture;
WHEREAS, the Issuer has requested that the Trustee execute and deliver this Supplemental Indenture; and
WHEREAS, this Supplemental Indenture shall not result in a material modification of the Notes for purposes of compliance with the Foreign Account Tax Compliance Act.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, Successor Holdings, Predecessor Holdings, the Issuer, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO ASSUME OBLIGATIONS. Successor Holdings hereby agrees to unconditionally assume Predecessor Holdings rights, obligations, covenants, agreements and liabilities in and under the Indenture, the Notes and its Note Guarantee, to be bound by all provisions of the Indenture, the Notes and its Note Guarantee applicable to Predecessor Holdings and to perform all of the obligations and agreements of Predecessor Holdings under the Indenture, the Notes and its Note Guarantee.
3. RELEASE. Predecessor Holdings is hereby fully, finally and indefeasibly released from any and all of the covenants, conditions and obligations under or in connection with its Note Guarantee, the Indenture and the Notes. Predecessor Holdings shall have no further obligation, liability, duty or burden in respect of its Note Guarantee, the Indenture and the Notes and shall not exercise any right or power of Holdings or a Guarantor under the Indenture and the Notes.