0000795266FALSE2025FYP2YP2YP3Y0.9http://fasb.org/us-gaap/2025#OtherAssetshttp://fasb.org/us-gaap/2025#OtherAssetshttp://fasb.org/us-gaap/2025#AccruedLiabilitiesCurrentAndNoncurrenthttp://fasb.org/us-gaap/2025#AccruedLiabilitiesCurrentAndNoncurrent0.1——0.20.20.80.8P2Y0.8http://fasb.org/us-gaap/2025#SellingGeneralAndAdministrativeExpensehttp://fasb.org/us-gaap/2025#SellingGeneralAndAdministrativeExpensehttp://fasb.org/us-gaap/2025#SellingGeneralAndAdministrativeExpense0.30.80.10.40.50.10.3iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesxbrli:purekbh:segmentkbh:propertykbh:deliverykbh:communitykbh:joint_venturekbh:loanExtensionOptionkbh:lease_renewal_optionkbh:homekbh:dividend_declaredkbh:benefit_program00007952662024-12-012025-11-3000007952662025-05-3100007952662025-12-3100007952662023-12-012024-11-3000007952662022-12-012023-11-300000795266us-gaap:HomeBuildingMember2024-12-012025-11-300000795266us-gaap:HomeBuildingMember2023-12-012024-11-300000795266us-gaap:HomeBuildingMember2022-12-012023-11-300000795266us-gaap:FinancialServiceMember2024-12-012025-11-300000795266us-gaap:FinancialServiceMember2023-12-012024-11-300000795266us-gaap:FinancialServiceMember2022-12-012023-11-300000795266us-gaap:HomeBuildingMember2025-11-300000795266us-gaap:HomeBuildingMember2024-11-300000795266us-gaap:FinancialServiceMember2025-11-300000795266us-gaap:FinancialServiceMember2024-11-3000007952662025-11-3000007952662024-11-300000795266us-gaap:CommonStockMember2022-11-300000795266us-gaap:TrustForBenefitOfEmployeesMember2022-11-300000795266us-gaap:TreasuryStockCommonMember2022-11-300000795266us-gaap:AdditionalPaidInCapitalMember2022-11-300000795266us-gaap:RetainedEarningsMember2022-11-300000795266us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-11-3000007952662022-11-300000795266us-gaap:RetainedEarningsMember2022-12-012023-11-300000795266us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-012023-11-300000795266us-gaap:CommonStockMember2022-12-012023-11-300000795266us-gaap:AdditionalPaidInCapitalMember2022-12-012023-11-300000795266us-gaap:TreasuryStockCommonMember2022-12-012023-11-300000795266us-gaap:CommonStockMember2023-11-300000795266us-gaap:TrustForBenefitOfEmployeesMember2023-11-300000795266us-gaap:TreasuryStockCommonMember2023-11-300000795266us-gaap:AdditionalPaidInCapitalMember2023-11-300000795266us-gaap:RetainedEarningsMember2023-11-300000795266us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-11-3000007952662023-11-300000795266us-gaap:RetainedEarningsMember2023-12-012024-11-300000795266us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-012024-11-300000795266us-gaap:CommonStockMember2023-12-012024-11-300000795266us-gaap:AdditionalPaidInCapitalMember2023-12-012024-11-300000795266us-gaap:TreasuryStockCommonMember2023-12-012024-11-300000795266us-gaap:TrustForBenefitOfEmployeesMember2023-12-012024-11-300000795266us-gaap:CommonStockMember2024-11-300000795266us-gaap:TrustForBenefitOfEmployeesMember2024-11-300000795266us-gaap:TreasuryStockCommonMember2024-11-300000795266us-gaap:AdditionalPaidInCapitalMember2024-11-300000795266us-gaap:RetainedEarningsMember2024-11-300000795266us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-11-300000795266us-gaap:RetainedEarningsMember2024-12-012025-11-300000795266us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-012025-11-300000795266us-gaap:CommonStockMember2024-12-012025-11-300000795266us-gaap:AdditionalPaidInCapitalMember2024-12-012025-11-300000795266us-gaap:TreasuryStockCommonMember2024-12-012025-11-300000795266us-gaap:CommonStockMember2025-11-300000795266us-gaap:TrustForBenefitOfEmployeesMember2025-11-300000795266us-gaap:TreasuryStockCommonMember2025-11-300000795266us-gaap:AdditionalPaidInCapitalMember2025-11-300000795266us-gaap:RetainedEarningsMember2025-11-300000795266us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-11-300000795266srt:MinimumMemberkbh:ComputerEquipmentIncludingCapitalizedSoftwareMember2025-11-300000795266srt:MaximumMemberkbh:ComputerEquipmentIncludingCapitalizedSoftwareMember2025-11-300000795266srt:MinimumMemberkbh:ModelFurnishingsandSalesOfficeImprovementsMember2025-11-300000795266srt:MaximumMemberkbh:ModelFurnishingsandSalesOfficeImprovementsMember2025-11-300000795266srt:MinimumMemberus-gaap:FurnitureAndFixturesMember2025-11-300000795266srt:MaximumMemberus-gaap:FurnitureAndFixturesMember2025-11-300000795266us-gaap:HomeBuildingMemberus-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueNetMember2024-12-012025-11-300000795266us-gaap:HomeBuildingMemberus-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueNetMember2023-12-012024-11-300000795266us-gaap:HomeBuildingMemberus-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueNetMember2022-12-012023-11-300000795266kbh:FinancialServicesMember2024-12-012025-11-300000795266kbh:KBHSLLCMemberkbh:GRAllianceLLCMember2025-11-300000795266kbh:KBHSLLCMemberus-gaap:FinancialServiceMember2025-11-300000795266kbh:HousingMemberkbh:WestCoastMember2024-12-012025-11-300000795266kbh:HousingMemberkbh:SouthwestMember2024-12-012025-11-300000795266kbh:HousingMemberkbh:CentralMember2024-12-012025-11-300000795266kbh:HousingMemberkbh:SoutheastMember2024-12-012025-11-300000795266kbh:HousingMemberus-gaap:CorporateAndOtherMember2024-12-012025-11-300000795266kbh:HousingMember2024-12-012025-11-300000795266us-gaap:LandMemberkbh:WestCoastMember2024-12-012025-11-300000795266us-gaap:LandMemberkbh:SouthwestMember2024-12-012025-11-300000795266us-gaap:LandMemberkbh:CentralMember2024-12-012025-11-300000795266us-gaap:LandMemberkbh:SoutheastMember2024-12-012025-11-300000795266us-gaap:LandMemberus-gaap:CorporateAndOtherMember2024-12-012025-11-300000795266us-gaap:LandMember2024-12-012025-11-300000795266us-gaap:HomeBuildingMemberkbh:WestCoastMember2024-12-012025-11-300000795266us-gaap:HomeBuildingMemberkbh:SouthwestMember2024-12-012025-11-300000795266us-gaap:HomeBuildingMemberkbh:CentralMember2024-12-012025-11-300000795266us-gaap:HomeBuildingMemberkbh:SoutheastMember2024-12-012025-11-300000795266us-gaap:HomeBuildingMemberus-gaap:CorporateAndOtherMember2024-12-012025-11-300000795266kbh:HousingMemberkbh:WestCoastMember2023-12-012024-11-300000795266kbh:HousingMemberkbh:SouthwestMember2023-12-012024-11-300000795266kbh:HousingMemberkbh:CentralMember2023-12-012024-11-300000795266kbh:HousingMemberkbh:SoutheastMember2023-12-012024-11-300000795266kbh:HousingMemberus-gaap:CorporateAndOtherMember2023-12-012024-11-300000795266kbh:HousingMember2023-12-012024-11-300000795266us-gaap:LandMemberkbh:WestCoastMember2023-12-012024-11-300000795266us-gaap:LandMemberkbh:SouthwestMember2023-12-012024-11-300000795266us-gaap:LandMemberkbh:CentralMember2023-12-012024-11-300000795266us-gaap:LandMemberkbh:SoutheastMember2023-12-012024-11-300000795266us-gaap:LandMemberus-gaap:CorporateAndOtherMember2023-12-012024-11-300000795266us-gaap:LandMember2023-12-012024-11-300000795266us-gaap:HomeBuildingMemberkbh:WestCoastMember2023-12-012024-11-300000795266us-gaap:HomeBuildingMemberkbh:SouthwestMember2023-12-012024-11-300000795266us-gaap:HomeBuildingMemberkbh:CentralMember2023-12-012024-11-300000795266us-gaap:HomeBuildingMemberkbh:SoutheastMember2023-12-012024-11-300000795266us-gaap:HomeBuildingMemberus-gaap:CorporateAndOtherMember2023-12-012024-11-300000795266kbh:HousingMemberkbh:WestCoastMember2022-12-012023-11-300000795266kbh:HousingMemberkbh:SouthwestMember2022-12-012023-11-300000795266kbh:HousingMemberkbh:CentralMember2022-12-012023-11-300000795266kbh:HousingMemberkbh:SoutheastMember2022-12-012023-11-300000795266kbh:HousingMemberus-gaap:CorporateAndOtherMember2022-12-012023-11-300000795266kbh:HousingMember2022-12-012023-11-300000795266us-gaap:LandMemberkbh:WestCoastMember2022-12-012023-11-300000795266us-gaap:LandMemberkbh:SouthwestMember2022-12-012023-11-300000795266us-gaap:LandMemberkbh:CentralMember2022-12-012023-11-300000795266us-gaap:LandMemberkbh:SoutheastMember2022-12-012023-11-300000795266us-gaap:LandMemberus-gaap:CorporateAndOtherMember2022-12-012023-11-300000795266us-gaap:LandMember2022-12-012023-11-300000795266us-gaap:HomeBuildingMemberkbh:WestCoastMember2022-12-012023-11-300000795266us-gaap:HomeBuildingMemberkbh:SouthwestMember2022-12-012023-11-300000795266us-gaap:HomeBuildingMemberkbh:CentralMember2022-12-012023-11-300000795266us-gaap:HomeBuildingMemberkbh:SoutheastMember2022-12-012023-11-300000795266us-gaap:HomeBuildingMemberus-gaap:CorporateAndOtherMember2022-12-012023-11-300000795266us-gaap:HomeBuildingMemberkbh:WestCoastMember2025-11-300000795266us-gaap:HomeBuildingMemberkbh:WestCoastMember2024-11-300000795266us-gaap:HomeBuildingMemberkbh:SouthwestMember2025-11-300000795266us-gaap:HomeBuildingMemberkbh:SouthwestMember2024-11-300000795266us-gaap:HomeBuildingMemberkbh:CentralMember2025-11-300000795266us-gaap:HomeBuildingMemberkbh:CentralMember2024-11-300000795266us-gaap:HomeBuildingMemberkbh:SoutheastMember2025-11-300000795266us-gaap:HomeBuildingMemberkbh:SoutheastMember2024-11-300000795266us-gaap:HomeBuildingMemberus-gaap:CorporateAndOtherMember2025-11-300000795266us-gaap:HomeBuildingMemberus-gaap:CorporateAndOtherMember2024-11-300000795266srt:MinimumMember2024-12-012025-11-300000795266srt:MaximumMember2024-12-012025-11-300000795266us-gaap:EstimateOfFairValueFairValueDisclosureMember2025-11-300000795266kbh:LandOptionContractAbandonmentMember2024-12-012025-11-300000795266kbh:LandOptionContractAbandonmentMember2023-12-012024-11-300000795266kbh:LandOptionContractAbandonmentMember2022-12-012023-11-300000795266us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2024-11-300000795266us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2025-11-300000795266kbh:NonVIELandOptionContractsAndOtherSimilarContractsMember2025-11-300000795266kbh:NonVIELandOptionContractsAndOtherSimilarContractsMember2024-11-300000795266us-gaap:HomeBuildingMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2024-12-012025-11-300000795266us-gaap:HomeBuildingMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2023-12-012024-11-300000795266us-gaap:HomeBuildingMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2022-12-012023-11-300000795266us-gaap:HomeBuildingMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2025-11-300000795266us-gaap:HomeBuildingMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2024-11-300000795266us-gaap:LineOfCreditMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMemberkbh:TermLoanCommitmentMember2025-01-310000795266us-gaap:LineOfCreditMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMemberkbh:TermLoanCommitmentMember2024-10-310000795266us-gaap:LineOfCreditMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMemberkbh:TermLoanCommitmentMember2025-01-012025-01-310000795266us-gaap:LineOfCreditMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMemberkbh:TermLoanCommitmentMember2024-10-012024-10-310000795266us-gaap:LineOfCreditMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMemberkbh:TermLoanCommitmentMember2025-08-310000795266us-gaap:LineOfCreditMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMemberkbh:TermLoanCommitmentMembersrt:ScenarioForecastMember2026-02-280000795266us-gaap:LineOfCreditMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2024-12-012025-11-300000795266us-gaap:LineOfCreditMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMemberkbh:TermLoanCommitmentMembersrt:ScenarioForecastMember2026-04-190000795266us-gaap:FinancialServiceMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2024-12-012025-11-300000795266us-gaap:FinancialServiceMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2023-12-012024-11-300000795266us-gaap:FinancialServiceMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2022-12-012023-11-300000795266us-gaap:FinancialServiceMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2025-11-300000795266us-gaap:FinancialServiceMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2024-11-300000795266us-gaap:FinancialServiceMemberus-gaap:InterestRateLockCommitmentsMember2025-11-300000795266us-gaap:FinancialServiceMemberus-gaap:InterestRateLockCommitmentsMember2024-11-300000795266us-gaap:FinancialServiceMemberus-gaap:InterestRateLockCommitmentsMember2024-12-012025-11-300000795266us-gaap:FinancialServiceMemberus-gaap:InterestRateLockCommitmentsMember2022-12-012023-11-300000795266us-gaap:FinancialServiceMemberus-gaap:InterestRateLockCommitmentsMember2023-12-012024-11-300000795266kbh:UsGaap_ComputerEquipmentIncludingCapitalizedSoftwareMemberMember2025-11-300000795266kbh:UsGaap_ComputerEquipmentIncludingCapitalizedSoftwareMemberMember2024-11-300000795266kbh:ModelFurnishingAndSalesOfficeImprovementsMember2025-11-300000795266kbh:ModelFurnishingAndSalesOfficeImprovementsMember2024-11-300000795266kbh:LeaseholdImprovementsOfficeFurnitureAndEquipmentMember2025-11-300000795266kbh:LeaseholdImprovementsOfficeFurnitureAndEquipmentMember2024-11-3000007952662024-03-010000795266kbh:TaxCreditCarryforwardExpiringIn2043Member2024-12-012025-11-300000795266us-gaap:StateAndLocalJurisdictionMemberkbh:ExpirationBetween2025And2043Member2025-11-300000795266us-gaap:StateAndLocalJurisdictionMember2025-11-300000795266us-gaap:StateAndLocalJurisdictionMember2024-11-300000795266us-gaap:StateAndLocalJurisdictionMember2023-11-300000795266kbh:SeniorUnsecuredTermLoanDueNovember122029Memberkbh:TermLoanMember2025-11-300000795266kbh:SeniorUnsecuredTermLoanDueNovember122029Memberkbh:TermLoanMember2024-11-300000795266kbh:SeniorNotesDueTwoThousandTwentySevenAtSixPointEightSevenFivePercentMemberus-gaap:SeniorNotesMember2025-11-300000795266kbh:SeniorNotesDueTwoThousandTwentySevenAtSixPointEightSevenFivePercentMemberus-gaap:SeniorNotesMember2024-11-300000795266kbh:SeniorNotesDueTwoThousandTwentyNineAtFourPointEightPercentMemberus-gaap:SeniorNotesMember2025-11-300000795266kbh:SeniorNotesDueTwoThousandTwentyNineAtFourPointEightPercentMemberus-gaap:SeniorNotesMember2024-11-300000795266kbh:SeniorNotesDueTwoThousandThirtyAtSevenPointTwoFivePercentMemberus-gaap:SeniorNotesMember2025-11-300000795266kbh:SeniorNotesDueTwoThousandThirtyAtSevenPointTwoFivePercentMemberus-gaap:SeniorNotesMember2024-11-300000795266kbh:SeniorNotesDueTwoThousandThirtyOneAtFourPointZeroZeroPercentMemberus-gaap:SeniorNotesMember2025-11-300000795266kbh:SeniorNotesDueTwoThousandThirtyOneAtFourPointZeroZeroPercentMemberus-gaap:SeniorNotesMember2024-11-300000795266srt:MaximumMemberkbh:MortgagesAndLandContractsDueToLandSellersAndOtherLoansMember2025-11-300000795266kbh:MortgagesAndLandContractsDueToLandSellersAndOtherLoansMember2024-11-300000795266kbh:MortgagesAndLandContractsDueToLandSellersAndOtherLoansMember2025-11-300000795266us-gaap:RevolvingCreditFacilityMember2025-11-120000795266us-gaap:RevolvingCreditFacilityMember2024-11-300000795266us-gaap:RevolvingCreditFacilityMember2023-12-012024-11-300000795266us-gaap:RevolvingCreditFacilityMember2024-12-012025-11-300000795266us-gaap:RevolvingCreditFacilityMember2025-11-300000795266us-gaap:LetterOfCreditMember2025-11-300000795266us-gaap:RevolvingCreditFacilityMembersrt:MinimumMember2024-12-012025-11-300000795266us-gaap:RevolvingCreditFacilityMembersrt:MaximumMember2024-12-012025-11-300000795266kbh:SeniorUnsecuredTermLoanDueAugust252026Memberkbh:TermLoanMember2025-11-300000795266kbh:SeniorUnsecuredTermLoanDueAugust252026Memberkbh:TermLoanMember2024-11-300000795266kbh:LOCFacilitiesMembersrt:ScenarioForecastMember2028-02-132028-02-130000795266kbh:LOCFacilitiesMembersrt:MaximumMembersrt:ScenarioForecastMember2028-02-130000795266kbh:LOCFacilitiesMember2025-11-300000795266kbh:LOCFacilitiesMember2024-11-300000795266kbh:SeniorNotesDueTwoThousandTwentySevenAtSixPointEightSevenFivePercentMemberus-gaap:SeniorNotesMember2019-02-200000795266kbh:SeniorNotesDueTwoThousandTwentyNineAtFourPointEightPercentMemberus-gaap:SeniorNotesMember2019-11-040000795266kbh:SeniorNotesDueTwoThousandThirtyAtSevenPointTwoFivePercentMemberus-gaap:SeniorNotesMember2022-06-220000795266kbh:SeniorNotesDueTwoThousandThirtyOneAtFourPointZeroZeroPercentMemberus-gaap:SeniorNotesMember2021-06-090000795266kbh:SeniorNotesDueTwoThousandTwentyNineAtFourPointEightPercentMemberus-gaap:SeniorNotesMember2019-11-042019-11-040000795266kbh:SeniorNotesDueTwoThousandTwentySevenAtSixPointEightSevenFivePercentMemberus-gaap:SeniorNotesMember2019-02-202019-02-200000795266kbh:SeniorNotesDueTwoThousandThirtyOneAtFourPointZeroZeroPercentMemberus-gaap:SeniorNotesMember2021-06-092021-06-090000795266kbh:SeniorNotesDueTwoThousandThirtyAtSevenPointTwoFivePercentMembersrt:MinimumMemberus-gaap:SeniorNotesMember2022-06-222022-06-220000795266kbh:SeniorNotesDueTwoThousandThirtyAtSevenPointTwoFivePercentMembersrt:MaximumMemberus-gaap:SeniorNotesMember2022-06-222022-06-220000795266us-gaap:SeniorNotesMember2025-11-300000795266us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel3Member2025-11-300000795266us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel3Member2024-12-012025-11-300000795266us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel3Member2024-11-300000795266us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel3Member2023-12-012024-11-300000795266us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:SeniorNotesMember2025-11-300000795266us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:SeniorNotesMember2025-11-300000795266us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:SeniorNotesMember2024-11-300000795266us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:SeniorNotesMember2024-11-300000795266us-gaap:DamagesFromProductDefectsMember2024-12-012025-11-300000795266us-gaap:WarrantyObligationsMember2024-12-012025-11-300000795266kbh:SelfInsuranceMember2025-11-300000795266kbh:SelfInsuranceMember2024-11-300000795266kbh:SelfInsuranceMember2024-12-012025-11-300000795266kbh:SelfInsuranceMember2023-12-012024-11-300000795266kbh:SelfInsuranceMember2022-12-012023-11-300000795266kbh:LOCFacilitiesMember2024-12-012025-11-300000795266kbh:April2022StockRepurchaseProgramMemberus-gaap:TreasuryStockCommonMember2022-12-012023-02-280000795266kbh:April2022StockRepurchaseProgramMember2022-12-012023-02-280000795266kbh:March2023StockRepurchaseProgramMember2023-03-210000795266kbh:March2023StockRepurchaseProgramMemberus-gaap:TreasuryStockCommonMember2023-03-012023-11-300000795266kbh:March2023StockRepurchaseProgramMember2024-11-300000795266kbh:March2023StockRepurchaseProgramMemberus-gaap:TreasuryStockCommonMember2023-12-012024-02-290000795266kbh:April2024StockRepurchaseProgramMember2024-04-180000795266kbh:March2023StockRepurchaseProgramMember2024-04-180000795266kbh:April2024StockRepurchaseProgramMemberus-gaap:TreasuryStockCommonMember2024-03-012024-11-300000795266kbh:April2024StockRepurchaseProgramMember2024-11-300000795266kbh:April2024StockRepurchaseProgramMemberus-gaap:TreasuryStockCommonMember2024-12-012025-08-310000795266kbh:October2025StockRepurchaseProgramMember2025-10-090000795266kbh:April2024StockRepurchaseProgramMember2025-10-090000795266kbh:October2025StockRepurchaseProgramMemberus-gaap:TreasuryStockCommonMember2025-09-012025-11-300000795266kbh:October2025StockRepurchaseProgramMember2025-11-3000007952662024-12-012025-02-2800007952662025-06-012025-08-3100007952662025-03-012025-05-3100007952662025-09-012025-11-3000007952662023-12-012024-02-2900007952662024-03-012024-05-3100007952662024-06-012024-08-3100007952662024-09-012024-11-3000007952662022-12-012023-02-2800007952662023-03-012023-05-3100007952662023-06-012023-08-3100007952662023-09-012023-11-300000795266kbh:NotPartofaShareRepurchaseProgramMember2024-12-012025-11-300000795266kbh:NotPartofaShareRepurchaseProgramMember2023-12-012024-11-300000795266kbh:NotPartofaShareRepurchaseProgramMember2022-12-012023-11-3000007952662024-10-012024-10-310000795266us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-11-300000795266us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-12-012024-11-300000795266us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-11-300000795266us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-12-012025-11-300000795266us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-11-300000795266kbh:SavingPlanMember2024-12-012025-11-300000795266kbh:SavingPlanMember2023-12-012024-11-300000795266kbh:SavingPlanMember2022-12-012023-11-300000795266kbh:SavingPlanMember2025-11-300000795266kbh:SavingPlanMember2024-11-300000795266kbh:SavingPlanMember2023-11-300000795266kbh:EquityIncentive2014AmendedAndRestatedPlanMember2023-04-200000795266kbh:EquityIncentive2014AmendedAndRestatedPlanMember2024-12-012025-11-300000795266kbh:EquityAwardsGrantedInOctober2025Member2024-12-012025-11-300000795266us-gaap:RestrictedStockMember2024-12-012025-11-300000795266us-gaap:RestrictedStockMember2023-12-012024-11-300000795266us-gaap:RestrictedStockMember2022-12-012023-11-300000795266us-gaap:PerformanceSharesMember2024-12-012025-11-300000795266us-gaap:PerformanceSharesMember2023-12-012024-11-300000795266us-gaap:PerformanceSharesMember2022-12-012023-11-300000795266kbh:NonEmployeeDirectorStockUnitsMember2024-12-012025-11-300000795266kbh:NonEmployeeDirectorStockUnitsMember2023-12-012024-11-300000795266kbh:NonEmployeeDirectorStockUnitsMember2022-12-012023-11-300000795266kbh:RangeOneMember2024-12-012025-11-300000795266us-gaap:StockOptionMember2025-11-300000795266us-gaap:RestrictedStockMember2024-11-300000795266us-gaap:RestrictedStockMember2023-11-300000795266us-gaap:RestrictedStockMember2022-11-300000795266us-gaap:RestrictedStockMember2025-11-300000795266srt:MinimumMemberus-gaap:PerformanceSharesMember2025-10-092025-10-090000795266srt:MaximumMemberus-gaap:PerformanceSharesMember2025-10-092025-10-090000795266us-gaap:PerformanceSharesMember2025-10-092025-10-090000795266us-gaap:PerformanceSharesMember2024-10-102024-10-100000795266us-gaap:PerformanceSharesMember2023-10-052023-10-050000795266us-gaap:PerformanceSharesMember2024-11-300000795266us-gaap:PerformanceSharesMember2023-11-300000795266us-gaap:PerformanceSharesMember2022-11-300000795266us-gaap:PerformanceSharesMember2025-11-300000795266kbh:PSU2021Memberus-gaap:PerformanceSharesMember2024-12-012025-11-300000795266kbh:PSU2020Memberus-gaap:PerformanceSharesMember2023-12-012024-11-300000795266kbh:PSU2019Memberus-gaap:PerformanceSharesMember2022-12-012023-11-300000795266kbh:NonEmployeeDirectorDeferredCommonStockMember2025-11-300000795266kbh:NonEmployeeDirectorDeferredCommonStockMember2024-11-300000795266kbh:NonEmployeeDirectorDeferredCommonStockMember2023-11-300000795266us-gaap:TreasuryStockCommonMember2024-09-302024-09-300000795266us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2025-11-300000795266us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2024-11-300000795266us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2024-12-012025-11-300000795266us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2023-12-012024-11-300000795266us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2022-12-012023-11-300000795266us-gaap:OtherPensionPlansPostretirementOrSupplementalPlansDefinedBenefitMember2025-11-300000795266us-gaap:OtherPensionPlansPostretirementOrSupplementalPlansDefinedBenefitMember2024-11-300000795266us-gaap:OtherPensionPlansPostretirementOrSupplementalPlansDefinedBenefitMember2024-12-012025-11-300000795266us-gaap:OtherPensionPlansPostretirementOrSupplementalPlansDefinedBenefitMember2022-12-012023-11-300000795266us-gaap:OtherPensionPlansPostretirementOrSupplementalPlansDefinedBenefitMember2023-12-012024-11-300000795266us-gaap:HomeBuildingMember2023-11-300000795266us-gaap:FinancialServiceMember2023-11-300000795266kbh:InspiradaBuildersLLCMember2024-12-012025-11-300000795266kbh:InspiradaBuildersLLCMember2023-12-012024-11-300000795266kbh:InspiradaBuildersLLCMember2022-12-012023-11-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 2025
or
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from                 to                 .
Commission File No. 001-09195
KB HOME
(Exact name of registrant as specified in its charter)
Delaware
95-3666267
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
10990 Wilshire Boulevard, Los Angeles, California      90024
                          (Address of principal executive offices)                          (Zip Code)
Registrant’s telephone number, including area code: (310) 231-4000
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock (par value $1.00 per share)
KBH
New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes  ☒    No  ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes  ☐    No  ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes     No  
The aggregate market value of the voting common stock held by non-affiliates of the registrant on May 31, 2025 was $3,510,028,491,
excluding 6,387,293 shares held in treasury.
There were 63,173,611 shares of the registrant’s common stock, par value $1.00 per share, outstanding on December 31, 2025. 
Documents Incorporated by Reference
Portions of the registrant’s definitive Proxy Statement for the 2026 Annual Meeting of Stockholders (incorporated into Part III).
KB HOME
FORM 10-K
FOR THE YEAR ENDED NOVEMBER 30, 2025
TABLE OF CONTENTS
 
 
 
Page
Number
Item 1.
Item 1A.
Item 1B.
Item 1C.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
1
PART I
Item 1.BUSINESS
General
KB Home is one of the largest and most trusted homebuilders in the U.S.  We have been building homes for nearly 70
years, with over 700,000 homes built since our founding in 1957.  We build a variety of new homes, including attached and
detached single-family residential homes, townhomes and condominiums, designed primarily for first-time and first move-up,
as well as second move-up and active adult, homebuyers.  We offer homes in development communities, at urban in-fill
locations and as part of mixed-use projects.  Our homebuilding operations represent the majority of our business, accounting for
99.6% of our total revenues in 2025.  Our financial services operations, which accounted for the remaining .4% of our total
revenues in 2025, offer various insurance products to our homebuyers in the markets where we build homes and provide title
services in certain of those markets.  Our financial services operations also provide mortgage banking services, including
residential consumer mortgage loan (“mortgage loan”) originations, to our homebuyers indirectly through KBHS Home Loans,
LLC (“KBHS”), an unconsolidated joint venture between us and a third party. 
Unless the context indicates otherwise, the terms “we,” “our” and “us” used in this report refer to KB Home, a Delaware
corporation, and its predecessors and subsidiaries.  We also use the following terms in our business with the corresponding
meanings: “home” is a single-family residence, whether it is a single-family home or other type of residential property; “homes
delivered” are homes for which the sale has closed and title has passed to a customer; “community” is a single development in
which new homes are constructed as part of an integrated plan; “community count” is the number of communities we have open
for sales with at least five homes/lots left to sell; and “product” encompasses a home’s floor plan design and interior/exterior
style, amenities, functions and features.
The following charts present homebuilding revenues, net income and diluted earnings per share for the years ended
November 30, 2021, 2023 and 2025, and book value per share as of November 30, 2021, 2023 and 2025:
2159
2160
2
2162
2163
Markets
Reflecting the geographic scale of our homebuilding business, we have operations in the nine states and 49 major markets
presented below.  We also operate in various submarkets within these major markets.  We may refer to these markets and
submarkets collectively as our “served markets.”  For reporting purposes, we organize our homebuilding operations into four
segments — West Coast, Southwest, Central and Southeast. 
Segment
States
Major Market(s)
West Coast
California
Contra Costa County, Fresno, Hollister, Los Angeles, Madera, Modesto, Oakland, Orange
County, Riverside, Roseville, Sacramento, Salinas, San Bernardino, San Diego, San
Francisco, San Jose, Santa Rosa-Petaluma, Stockton, Vallejo, Ventura and Yuba City
Idaho
Boise
Washington
Bremerton, Olympia and Seattle
Southwest
Arizona
Phoenix and Tucson
Nevada
Las Vegas
Central
Colorado
Denver, Erie, Firestone and Loveland
Texas
Austin, Dallas, Fort Worth, Houston and San Antonio
Southeast
Florida
Fort Myers, Jacksonville, Lakeland, Melbourne, Orlando, Palm Coast, Sarasota and Tampa
North Carolina
Charlotte, Durham-Chapel Hill, Fayetteville and Raleigh
In 2025, we announced our reentry into the Atlanta, Georgia market.  However, as of November 30, 2025, we had not
acquired land or commenced selling homes in that market.
Business Strategy
Overview.  Our core business strategy, which we refer to as KB Edge, is to expand our operations primarily within our
current geographic footprint to achieve a top-five position in each of our served markets (based on homes delivered).  KB Edge
is a systematic, fact-based and process-driven approach to homebuilding that is grounded in gaining a detailed understanding of
consumers’ location and product preferences and product price-to-value perceptions. 
3
KB Edge consists of the following key principles with respect to customers, land, products and production:
Customers.  With our Built to Order® homebuying process, we provide each of our homebuyers with a highly
personalized experience where they can make a wide range of structural and design choices for their future new home,
as discussed further below under “Customer Obsession.”  We believe this highly interactive, “customer-first”
experience that puts our homebuyers firmly in control of designing the home they want based on what they value and
how they want to live, at a price they can afford, gives us a meaningful and distinct competitive advantage over other
homebuilders and resale and rental homes.  In addition, we find our homebuyers build a strong emotional attachment
to our products when they create a personalized home with the features and finishes they select.
Land.  We seek to manage our working capital and reduce our operating risks by primarily acquiring entitled land
parcels within attractive submarkets identified by our market research.  We typically focus on metropolitan areas with
favorable long-term economic and population growth prospects, and target land parcels that meet our investment
return standards.  We focus on investments that provide a one- to three-year supply of land or lots per product line, per
community, and individual assets that are generally between 50 to 250 lots in size.  Our land investment is sensitive to
and will shift with local or national housing market environments or broader economic conditions, generally increasing
when we are experiencing or expecting strong growth and decreasing when we are experiencing or expecting slower
growth.  We leverage the relationships we have with landowners, developers and brokers to find and acquire land
parcels, and use our experience in working with municipalities to efficiently obtain development approvals.
Products.  We offer our customers a variety of homes with a standardized set of functions and features generally priced
to be affordable for those with household incomes within a range of the local area’s median level, with the goal of
being attainable for the largest demand segments. Additionally, since mid-February 2025, we have implemented a
simplified sales strategy focused on providing a straightforward, transparent base price, with limited, if any,
concessions or incentives, that is intended to offer to our customers a compelling value competitive with area resale
home prices. Moreover, unlike the constraints inherent with resale homes, and new homes offered by certain other
builders, our Built to Order approach provides our customers with the opportunity to select their lot location within a
community, floor plan, elevation and structural options, each of which may be at a premium added to a home’s selling
price, and to personalize their homes beyond our base offerings by adding numerous design options available in our
KB Home Design Studios.  Our design studios, generally centrally located within our served markets, are a key
component of our Built to Order process, with the mix of included features and design options we offer at each studio
primarily based on the preferences identified by our market survey and purchase frequency data, as discussed further
below under “Customer Obsession.” 
We utilize a centralized internal architectural group that designs homes to meet or exceed customers’ price-to-value
expectations while being as cost-effective as possible to construct.  To enhance the simplicity and efficiency of our
products and processes, our architectural group has developed a core series of high-frequency, flexible floor plans and
elevations that we can offer across many of our served markets, which it periodically updates to incorporate value-
engineering enhancements, regulatory requirements and/or evolving consumer tastes.  Our library of standardized
plans, which we have streamlined to focus on those most frequently selected by our customers, facilitates our ability to
shift with local demand, which may include adding smaller square footage homes at communities to offer more
affordable choices to buyers, and/or project site attributes, such as the size and location of developable lots.  This
library also enables us to better understand in advance the cost to build our products and to compare and implement
best land development and home construction practices across divisions and communities.  We also incorporate
energy-efficient and water-saving features into our product designs to help lower our homebuyers’ total cost of
homeownership and reduce our homes’ impact on the environment.
Production.  In addition to differentiating us from other high-production homebuilders, our Built to Order process
helps drive low-cost production.  We generally commence construction of a home only after we have a signed
purchase contract with a homebuyer and have obtained preliminary credit approval or other evidence of the
homebuyer’s financial ability to purchase the home, and seek to build a backlog of sold homes.  To help moderate
construction-related cost inflation, we, to the extent practicable, enter into fixed-price contracts with our larger trade
partners and building material suppliers for specified periods of time.  By maintaining a substantial backlog, along
with centralized scheduling and standardized reporting processes, we have established a disciplined and scalable
operational platform that helps us sustain an even-flow production of pre-sold homes.  This reduces our inventory risk,
promotes construction efficiencies, enhances our relationships with independent contractors and other business
partners, and provides us with greater visibility and predictability on future deliveries. 
There have been and may in future periods be circumstances where we deviate from certain of the above principles, such as
starting construction on a certain number of homes in a community before corresponding sales contracts are signed with
4
homebuyers to more quickly meet customer delivery expectations and generate revenues.  Historically, 60% to 70% of our
homes delivered are Built to Order, with the remainder consisting of homes started without a corresponding buyer and partially
constructed homes where the initial buyer cancelled their home sales contract with us.  In 2025, around 55% of our homes
delivered were Built to Order, largely reflecting strategies we adopted during the 2020-2024 period to navigate supply chain
disruptions that substantially lengthened our average build time and hindered our even-flow home production process, and
market dynamics in areas with then-low resale home inventory.  In 2026, with a more normalized supply chain and meaningful
improvement in our average build times since the 2023 second quarter, we intend to bring our mix of homes delivered closer to
our historical average.  We may also acquire land parcels in peripheral neighborhoods of a core metropolitan area that otherwise
fit our growth strategy and meet our investment return standards. 
Asset Efficiency.  In implementing our KB Edge business strategy, a key focus is on enhancing asset efficiency.  We do this
by calibrating home sales rates and selling prices at each of our communities to improve profitability; focusing on controlling
direct construction costs; increasing inventory turns to the extent practical; balancing pace, price and construction starts at each
community to optimize even-flow production and our return on each inventory asset within its market context; structuring land
acquisitions to minimize upfront costs where possible, as discussed below under “Community Development and Land
Inventory Management”; and deploying excess cash flow from operations to help fuel revenue growth or reduce debt, among
other steps. 
Customer Obsession.  We believe the best new homes start with the people who will live in them.  Our customer-centric
approach comes from a deep-rooted operational philosophy and company culture motivated by a paramount objective: to be the
most customer-obsessed homebuilder in the world.  Driven by this ambition, our team seeks to provide a compelling, simple
and personalized homebuying process distinguished by phenomenal customer service.  We want our customers to know they
have a real partner when buying a home with us and feel that once their home is built, they can see themselves in their new
home.  Our team members, supported through our training and development programs, are encouraged to make decisions
intended to produce the best results for our customers and our organization.  Our customer obsession mindset is built around the
following key principles:
Find out what customers actually want.  We ascertain homebuyer product design and location preferences partly
through surveys we conduct of recent buyers of both new and resale homes across our served markets.  We also obtain
data from our own homebuyers’ selections and post-sale feedback.  We use this information on what matters most to
homebuyers when making purchase and trade-off decisions to develop and refine our product offerings, as well as our
land acquisition targets.
We also cultivate and leverage close supplier and business partner relationships to integrate into, or offer with, our
products architectural elements, building materials, construction techniques, structural and non-structural systems, and
components and devices that are aligned with the preferences identified in our surveys and other data sources.
Offer customers choice and control.  From our synthesis of the foregoing consumer research and related activities, we
give our homebuyers a wide array of choices to craft the new home that fits their particular lifestyle and priorities,
including their homesite, floor plan, elevation and structural options.  Our homebuyers can visit our KB Home Design
Studios, where they get both advice and the opportunity to select from a broad range of included features and design
options that will help personalize their home.  When customers build a new home with us, they also enjoy choosing
exactly what they want and paying only for what matters most to them.  This helps to meet homebuyers’ priorities at
price points attainable to them.
Create collaborative customer relationships.  In our view, we are not just selling a house.  We are in the business of
delivering an exceptional, personalized experience that enables our customers to achieve perhaps the most meaningful
purchase they will ever make and an important landmark in their life’s journey — their own home.  From this
perspective, we strive to form close relationships with our homebuyers.  We endeavor to learn key details about what
they want, their top priorities today and where they see themselves in the future, so we can co-create a home for their
day-to-day lives.  We support each person or family, whether it is their first time or they have already been
homeowners, with a dedicated community team of sales counselors, design consultants, construction superintendents,
customer service representatives, KBHS loan officers (for buyers who elect to use KBHS to finance their home
purchase) and other personnel.  This team is available to guide each homebuyer through each major step of the design,
construction and closing of their KB home and aims to make the process as easy and straightforward as possible. 
Continue to listen to customers after the sale is done.  To help learn and improve our customer experience, we
schedule follow-up visits with our customers 10 days and 30 days after they move in, as well as six, 10 and 18 months
later, to hear about their experience in their new home and to address any concerns they may have, including warranty
5
claims.  Information about our KB Home 10-year Limited Warranty program is provided in Note 17Commitments
and Contingencies in the Notes to Consolidated Financial Statements in this report.
We believe our approach differentiates us in the homebuilding industry and, along with our company culture that sustains
it, enhances customer satisfaction.  We are proud of the high levels of satisfaction our homebuyers have reported to us and
outside survey firms.  In 2025, we continued to be one of the top-ranked national homebuilders for customer satisfaction on a
leading independent homebuilding review site, which we believe reflects the effective dedication we have to our homebuyers. 
Promotional Marketing Strategy.  To emphasize the distinct combination of partnership, personalization, innovative
design, sustainability and affordability we offer to our homebuyers, as well as the importance we place on customer
satisfaction, we have centered our external brand identity and messaging around Built on Relationships®.  Built on
Relationships also encapsulates the importance of customer, as discussed above, and other key relationships – with suppliers,
trade contractors, land sellers and municipalities – to the success of our business.  The key components we highlight as part of
our brand identity include:
Partnership. Our dedicated team of sales counselors, design consultants, construction superintendents and customer
service representatives, as well as KBHS loan officers, work closely with our customers throughout the homebuying
process.
Personalization. We give our homebuyers the ability to personalize their new home from floor plans to exterior styles,
and from design choices to where they live in the community.  Additionally, at our KB Home Design Studios, our
homebuyers have the opportunity to select from a broad range of included features and design options.
Innovative Design.  We believe we offer homebuyers product designs that distinctively blend contemporary consumer-
preferred elements, such as open floor plans, flexible living spaces, indoor/outdoor flow and extra storage; quality
construction standards; and advanced technological features and devices, as compared to some other new and resale
homes.
Sustainability.  Our homes are engineered to be highly energy and water efficient, as discussed further below.
Affordability. We offer our customers a variety of homes with a standardized set of functions and features generally
priced to be affordable for those with household incomes within a range of the local area’s median level.  In addition,
in many of our communities, we can readily introduce smaller square footage floor plans to enable more customers to
select and design a personalized home within their budget.  Our energy- and water-efficient homes can provide long-
term significant savings on utility bills, compared to typical resale homes and new homes without such features.
We typically sell our homes through salaried and/or commissioned sales associate employees from sales offices located in
or adjacent to furnished model homes in each community, or through outside brokers.  We also use electronic sales capabilities
and technology to give our customers a variety of convenient ways to shop for and purchase a new KB home, including, among
other things:
Offering virtual 360° home tours and online photo galleries for prospective homebuyers;
Providing access to interactive floor plans and homesite maps for their desired community, as well as the ability to
reserve a favorite homesite and floorplan;
Conducting virtual appointments and tours of the model homes and design studios;
Offering online tools, such as the MyKB digital portal and KB Home app, to guide buyers through the homebuying
journey from shopping to construction and ownership; and
Presenting homebuyers with the ability to virtually see and walk through their home at various points during its
construction and prior to closing.
We market our homes to prospective homebuyers and real estate brokers through a variety of media, and use data analytics
to target our advertising and measure its effectiveness and efficiency in terms of generating leads and orders.  In recent years
and in response to the large number of millennial and Generation Z homebuyers, we have increased our emphasis on digital
marketing, through search engine marketing, online real estate listing platforms, display ads, email, social media, our website
and other evolving communication technologies.  We also use print media and advertising, and billboards in our served
markets.
6
Homebuyer Profile.  Our product portfolio for customers ranges from smaller, higher density homes, with average selling
prices typically suited for first-time homebuyers, to larger homes in premium locations with additional amenities and higher
average selling prices that generally attract a first or second move-up homebuyer.  We also offer a variety of single-story
floorplans that typically appeal to an active adult homebuyer age 55 and over.  For more than a decade, first-time and first
move-up homebuyers have accounted for an average of over 75% of our annual deliveries.  The following charts present our
overall buyer profile and the percentage of homes delivered to first-time homebuyers within each homebuilding reporting
segment for the year ended November 30, 2025:
1
19434
Operational Structure.  We operate our homebuilding business through divisions with experienced management teams who
have in-depth local knowledge of their particular served markets, which helps us acquire land in preferred locations; develop
communities with products that meet local demand; and understand local regulatory environments.  Our division management
teams exercise considerable autonomy in identifying land acquisition opportunities; developing land and communities;
implementing product, marketing and sales strategies; and controlling costs.  To help maintain consistent execution within the
organization, our division management teams and other employees are continuously trained on KB Edge principles and are
evaluated, in part, based on their achievement of relevant operational objectives.
Our corporate management and support personnel develop and oversee the implementation of company-wide strategic
initiatives, our overall operational policies and internal control standards, and perform various centralized functions, including
architecture; purchasing and national contracts; treasury and cash management; land acquisition approval; risk and litigation
management; accounting and financial reporting; internal audit and compliance activities; information technology (“IT”)
systems; human resources strategy; marketing; and investor and media relations.
Community Development and Land Inventory Management
Developable land for the production of homes is a core resource for our business.  Based on our current strategic plans, we
seek to own or control land sufficient to meet our forecasted production goals for the next three to five years.  In 2026, we
intend to continue to invest in and develop land positions within attractive submarkets and selectively acquire or control
additional land that meets our investment return standards.  We may periodically sell certain land interests or monetize land
previously held for future development to strategically balance our land portfolio in line with local or national market
environments or for other reasons.  We may also decide not to exercise certain land option contracts and other similar contracts
due to market conditions and/or changes in our marketing strategy.
Our community development process generally consists of four phases: land acquisition, land development into finished
lots for a community (if necessary), home construction, and delivery of completed homes to homebuyers.  Historically, our
community development process has typically ranged from 10 to 24 months in our West Coast homebuilding reporting
segment, with a somewhat shorter duration in our other homebuilding reporting segments.  The development process in our
West Coast homebuilding reporting segment is typically longer than in our other segments due to the municipal and regulatory
requirements that are generally more stringent in California.  Our community development process varies based on, among
other things, the extent and speed of required government approvals and utility service activations, the overall size of a
particular community, the scope of necessary site preparation activities, the type of product(s) that will be offered, weather
conditions, time of year, promotional marketing results, the availability of construction resources, consumer demand, local and
general economic and housing market conditions, and other factors. 
7
Although they vary significantly in size and complexity, our single-family residential home communities typically consist
of 50 to 125 lots per product line, with lots ranging in size from 1,800 to 10,000 square feet.  In our communities, we typically
offer four to 10 home design choices.  We generally build one to three model homes at each community so that prospective
homebuyers can preview the various products available.  Depending on the community, we may offer premium lots containing
more square footage, better views and/or location benefits.  Some of our communities consist of multiple-story structures that
encompass several attached condominium-style units.
Land Acquisition and Land Development.  We continuously evaluate land acquisition opportunities against our investment
return standards, while balancing competing needs for financial strength, liquidity and land inventory for future growth.  For
example, in 2025, after opportunistically purchasing two sizable land parcels in the first quarter, we scaled back our investments
over the balance of the year in alignment with our growth projections amid softer market conditions.  When we acquire land,
we generally focus on parcels with lots that are entitled for residential construction and are either physically developed to start
home construction (referred to as “finished lots”) or partially finished.  However, depending on market conditions and available
opportunities, we may acquire undeveloped and/or unentitled land.  We may also invest in land that requires us to repurpose
and re-entitle the property for residential use, such as urban in-fill developments.  We expect that the overall balance of
undeveloped, unentitled, entitled, partially finished and finished lots in our inventory will vary over time, and in implementing
our strategic growth initiatives, we may acquire a greater proportion of undeveloped or unentitled land in the future if and as the
availability of reasonably priced land with finished or partially finished lots diminishes.
As part of the decision-making process for approving a land purchase, we review extensive information about a proposed
project, including past use; assessment of environmentally sensitive areas and areas that may be suitable for parks, trails, and
open space preservation; assessment of site development required, including any work needed to comply with storm water
regulations; proximity to major employment and retail centers; and site design and product (home designs and specifications)
plans that are, among other things, consistent with our focus on building highly energy- and water-efficient homes.
We generally seek to structure our land acquisition and land development activities to minimize, or defer the timing of,
expenditures in order to reduce both the market risks associated with holding land and our working capital and financial
commitments, including interest and other carrying costs.  This may entail developing land in smaller phases wherever possible,
and balancing development with our starts pace to manage our inventory of finished lots.  We typically use contracts that, in
exchange for a small initial option payment or earnest money deposit, give us an option or similar right to acquire land at a
future date, usually at a pre-determined price and pending our satisfaction with the feasibility of developing and selling homes
on the land and/or an underlying land seller’s completion of certain obligations, such as securing entitlements, developing
infrastructure or finishing lots.  We refer to land subject to such option or similar contractual rights as being “controlled.”  Our
decision to exercise a particular land option or similar right is based on the results of our due diligence and continued market
viability analysis after entering into such a contract. 
The following table presents the number of inventory lots we owned, in various stages of development, or controlled under
land option contracts or other similar contracts by homebuilding reporting segment as of November 30, 2025 and 2024:
Homes Under Construction
Land Under Development
Land Under Option (a)
Total Land
Owned or Under Option
 
2025
2024
2025
2024
2025
2024
2025
2024
West Coast
1,713
2,286
10,400
10,794
8,637
10,876
20,750
23,956
Southwest
630
1,303
6,255
4,078
4,257
7,736
11,142
13,117
Central
1,254
1,575
9,501
9,866
9,859
9,615
20,614
21,056
Southeast
1,158
1,360
6,226
7,600
4,722
9,614
12,106
18,574
Total
4,755
6,524
32,382
32,338
27,475
37,841
64,612
76,703
(a)Land under option as of November 30, 2025 and 2024 includes 7,715 and 18,923 lots, respectively, under land option
contracts or other similar contracts where the associated deposits were refundable at our discretion.
The number of lots we owned or controlled under land option contracts or other similar contracts as of November 30, 2025
decreased 16% from November 30, 2024, largely reflecting homes delivered and our abandonment of 24,596 previously
controlled lots that no longer met our underwriting criteria, partly offset by newly optioned lots during 2025.
8
The following charts present the percentage of inventory lots we owned or controlled under land option contracts or other
similar contracts by homebuilding reporting segment and the percentage of total lots we owned and had under option as of
November 30, 2025:
27115
27116
Home Construction and Deliveries.  Following the acquisition of land and, if necessary, the development of the land into
finished lots, we typically begin constructing model homes and marketing homes for sale.  As discussed above under “Business
Strategy,” we generally commence construction of a home after we have a signed sales contract with a homebuyer and have
obtained preliminary credit approval or other evidence of the homebuyer’s financial ability to purchase the home.  Other than
model homes, our inventories typically do not consist of a significant number of completed unsold homes.  However, at the end
of 2025, we carried a higher number of completed unsold homes largely reflecting strategies we had adopted in 2020-2024 to
navigate supply chain disruptions and market dynamics.  In 2026, with a more normalized supply chain and meaningful
improvement in our average build times, and our emphasis on increasing the proportion of Built to Order sales and homes
delivered, our completed unsold inventory is expected to decrease compared to 2025 levels.  In addition, cancellations of home
sales contracts prior to the delivery of the underlying homes, the construction of attached products with some unsold units, or
specific marketing or other strategic considerations will result in our having some unsold completed or partially completed
homes in our inventory.
Our typical timeframe from home sale to delivery has historically ranged from six to seven months, with an average build
time of four to five months from construction start to home completion.  We may encounter circumstances beyond our control,
such as supply chain disruptions, as further described below under Item 1A – Risk Factors, which could substantially lengthen
our average build time and hinder our even-flow production process.  We made meaningful sequential improvements since the
2023 second quarter, and by the end of the 2025 fourth quarter our build time had returned to our historical average.
We, or outside general contractors we may engage, contract with a variety of independent contractors, who are typically
locally based, to perform all land development and home construction work through these independent contractors’ own
employees or subcontractors.  We do not self-perform any land development or home construction work.  These independent
contractors also supply some of the building materials required for such production activities.  Our contracts with these
independent contractors require that they comply with all laws applicable to their work, including wage and safety laws, meet
performance standards, follow local building codes and permits, and abide by our Ethics Policy referenced under Item 10 –
Directors, Executive Officers and Corporate Governance in this report.
Raw Materials.  Outside of land, the principal raw materials used in our production process are concrete and forest
products.  Other primary materials used in home construction include drywall, and plumbing and electrical items.  We source
our building materials, many of which are domestically produced, from third parties and, to the extent feasible, select products
with sustainability certifications or attributes.  In addition, our lumber suppliers generally certify that their wood was not
sourced from endangered forests or is certified by recognized programs.  We attempt to enhance the efficiency of our operations
by using, where practical, standardized materials that are commercially available on competitive terms from a variety of outside
sources.  In addition, we have national and regional purchasing programs for certain building materials, appliances, fixtures and
other items that allow us to benefit from large-quantity purchase discounts and, where available, participate in outside
manufacturer or supplier rebate programs.  When possible, we arrange for bulk purchases of these products at favorable prices
from such manufacturers and suppliers.
Backlog
Our “backlog” consists of homes that are under a sales contract but have not yet been delivered to a homebuyer.  Ending
backlog represents the number of homes in backlog from the previous period plus the number of net orders (new orders for
homes less home sales contract cancellations) generated during the current period minus the number of homes delivered during
9
the current period.  Our backlog at any given time will be affected by cancellations, homes delivered, build times, and our
community count.  Backlog value represents potential future housing revenues from homes in backlog.  Our cancellation rates
and the factors affecting such rates are further discussed below under both Item 1A – Risk Factors and Item 7 – Management’s
Discussion and Analysis of Financial Condition and Results of Operations in this report.
The following charts present our ending backlog (number of homes and value) by homebuilding reporting segment as of
November 30, 2024 and 2025:
31032
31033
Competition, Seasonality, Delivery Mix and Other Factors
Competition.  The homebuilding industry and housing market are highly competitive with respect to selling homes;
contracting for construction services, such as carpentry, roofing, electrical and plumbing; and acquiring attractive developable
land, though the intensity of competition can vary and fluctuate between and within individual markets and submarkets.  We
compete for homebuyers, construction resources and desirable land against numerous homebuilders, ranging from regional and
national firms, some of which are larger and have greater financial resources than us, to small local enterprises.  As to
homebuyers, we primarily compete with other homebuilders on the basis of selling price, community location and amenities,
availability of financing options, home designs, reputation, build time, and the design choices and options that can be included
in a home.  In some cases, this competition occurs within larger residential development projects containing separate sections
other homebuilders design, plan and develop.  We also compete for homebuyers against housing alternatives to new homes,
including resale homes, apartments, single-family rentals and other rental housing.
In markets experiencing extensive construction activity, including areas recovering from earthquakes, wildfires, hurricanes,
flooding or other natural disasters, there can be craft and skilled trade shortages that limit independent contractors’ ability to
supply construction services, which in turn tends to drive up our costs and/or extend our production schedules.  Elevated
construction activity, and reallocations of staff for public safety priorities after natural disasters or otherwise, can increase the
time needed to obtain governmental approvals or utility service activations and, combined with tariffs imposed or increased by
the U.S. and other governments, the cost of certain raw building materials, such as steel, lumber, drywall and concrete, or
finished products.  We expect these upward cost trends may continue in 2026, particularly if and as there is greater competition
for these resources across a disrupted global supply chain.
Seasonality.  Our performance is affected by seasonal demand trends for housing.  Traditionally, there has been more
consumer demand for home purchases and we tend to generate more net orders in the spring and early summer months
(corresponding to most of our second quarter and part of our third quarter) than at other times of the year.  This “selling season”
10
demand results in our typically delivering more homes and generating higher revenues from late summer through the fall
months (corresponding to part of our third quarter and all of our fourth quarter).  The seasonal nature of our business may also
cause significant variations in our working capital requirements and liquidity.  Accordingly, our quarterly results of operations
and financial position at the end of any given quarter are not necessarily indicative of results for the corresponding full year. 
We can provide no assurance whether or to what extent typical seasonal performance trends will occur in 2026, or at all.
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Net Orders
2025
24%
30%
25%
21%
2024
25%
30%
24%
21%
2023
19%
36%
28%
17%
Homes Delivered
2025
22%
24%
26%
28%
2024
21%
25%
26%
28%
2023
21%
28%
25%
26%
Housing Revenues
2025
22%
25%
26%
27%
2024
21%
25%
25%
29%
2023
22%
27%
25%
26%
Delivery Mix and Other Factors.  In addition to the overall volume of homes we sell and deliver, our results in a given
period are significantly affected by the geographic mix of markets and submarkets in which we operate; the number and
characteristics of the communities we have open for sales in those markets and submarkets; and the products we sell from those
communities during the period.  While there are some similarities, there are differences within and between our served markets
in terms of the number, size and nature of the communities we operate and the products we offer to consumers.  These
differences reflect, among other things, local homebuyer preferences; household demographics (e.g., large families or working
professionals; income levels); geographic context (e.g., urban or suburban; availability of reasonably priced finished lots;
development constraints; residential density); and the shifts that can occur in these factors over time.  These factors in each of
our served markets will affect the costs we incur and the time it takes to locate, acquire rights to and develop land, open
communities for sales, and market and build homes; the size of our homes; our selling prices (including the contribution from
homebuyers’ purchases of design choices and options); the pace at which we sell and deliver homes; the rate at which
communities are sold out; and our housing gross profits and housing gross profit margins.  Therefore, our results in any given
period will fluctuate compared to other periods based on the proportion of homes delivered from areas with higher or lower
selling prices and on the corresponding land and overhead costs incurred to generate those deliveries, as well as from our
overall community count.
Human Capital
Our Culture.  We focus on attracting, developing, and retaining the highest quality employees, with particular emphasis on
the leaders of our local divisions who oversee operations in various markets and collaborate with a wide array of stakeholders. 
We strive to cultivate a workplace that offers fulfilling individual roles and opportunities for career advancement and
professional growth. 
At November 30, 2025 and 2024, we had approximately 2,118 and 2,384 full-time employees, respectively.  None of our
employees are represented by a collective bargaining agreement.  At the close of our 2025 fiscal year, our division and regional
presidents had served an average of over 11 years, while local land leaders managing land acquisition, entitlement, and
development had an average tenure of more than eight years.  Our senior corporate executives, responsible for setting company-
wide strategy, maintained an average tenure of approximately 19 years.  Additional information about the tenure of our
11
leadership team is provided in the chart below.  The considerable experience within our leadership team has contributed to a
strong organizational culture at all levels. 
1099511818646
In 2025, our employee turnover was 18%, comprising 16% voluntary departures and 2% involuntary separations.  For
fiscal year 2024, turnover reached 18%, with 15% attributed to voluntary exits and 3% to involuntary separations.  We consider
these turnover rates, which exclude reductions in force, to be appropriate given prevailing industry standards and market trends.
Compensation and Benefits.  We provide competitive compensation and benefits packages that are designed to reward and
retain our team members as well as support our short-term and long-term business goals.  Components of the packages include:
Medical, dental, vision care, life and disability insurance;
401(k) Savings Plan with a company match;
Tuition reimbursement;
Employee home purchase discounts; and
A selection of voluntary benefits designed to meet individual preferences and needs.
The benefits packages we offer are shaped by recommendations from nationally recognized compensation and benefits
consultants we retain to provide objective assessments and benchmark our programs against those of peer companies and
organizations of similar scale.
Promoting High Ethical Standards.  We aim to reach our business objectives by operating with integrity and following
high ethical standards.  All employees must complete a training course on our Ethics Policy upon hire and annually thereafter,
and confirm they will adhere to its guidelines.  An internal ethics committee composed of senior corporate and operational
leaders oversees the Ethics Policy and reviews related matters.  We provide an independently managed hotline and reporting
website that allow employees and third parties to anonymously report any ethics-related issues.
Talent Acquisition and Development.  We are committed both to developing the potential of our team members and to
fostering their professional growth.  We support this objective through targeted talent development programs, such as the
training investments described below, that have enabled us to promote from within for a variety of leadership roles across our
organization.  At the same time, our recruitment approach aims to attract exceptional candidates who can contribute to our
business growth.  Beyond seeking experienced individuals from the homebuilding field, we have implemented multiple
initiatives that enhance our talent pipeline.  These include forging partnerships with academic institutions, which assist us in
sourcing and hiring outstanding interns and entry-level professionals.  We have also prioritized recruiting veterans and we are a
founding supporter of the Building Talent Foundation, established by the Leading Builders of America, to help address the
significant and ongoing shortage of skilled workers in the homebuilding sector.
12
Training and Career Development.  In order to promote the professional growth of our employees and to help ensure the
consistent execution of our business strategy — particularly our commitment to customer-centricity — we provide training
opportunities specifically tailored to the roles and career stages of our employees.  We maintain KBU, a specialized online
learning platform that delivers a wide array of written, audio-visual, and interactive training resources, covering both company-
wide policies and discipline-specific topics.  This resource offers a collection of around 2,900 self-paced courses and live
virtual sessions led by instructors, catering to employees at every level, and includes coverage of approximately 360 subjects
related to leadership and management.  Throughout 2025, our workforce collectively completed 31,451 courses, averaging
about 11 courses per employee.  Additionally, those in supervisory and managerial roles participate in training designed to help
them support the growth of the individuals on their teams.  To identify and advance top talent, we conduct an annual review of
our workforce and succession plans.  This evaluation focuses on identifying high-achieving and high-potential team members
from a variety of backgrounds and experiences for progression into field and corporate leadership positions.  The management
development and compensation committee, which is part of our board of directors and consists of members with expertise in
human capital management, talent development and executive compensation across different business models, oversees this
process.
Inclusion.  Our employment practices are designed to create a welcoming environment and encourage the advancement of
all individuals who join our team.  We strictly prohibit discrimination on grounds such as race, color, religion, national origin,
ancestry, family status, age, veteran status, physical or mental disabilities, medical conditions, gender, gender identity, sexual
orientation, marital status, or any other status protected by law.  As detailed in our Human Rights Standards, our organization is
dedicated to cultivating a workplace where every employee is treated with dignity and fairness.  We also provide career
development and progression opportunities determined by merit, giving each person the ability to succeed and flourish based on
their unique skills and achievements.  As of November 30, 2025, females accounted for 44% of our workforce and 35% of
managerial employees.  Furthermore, individuals from ethnic or racial minority groups represented 36% of our workforce and
22% of our managerial population.
Employee Safety and Wellness. We strive to foster a secure and encouraging workplace for our employees and trade
partners, as outlined in the “Safety and Community Investment Initiatives” section of this report.  In prioritizing the well-being
of our team, we have implemented a variety of initiatives beyond the benefits packages previously mentioned, including a
comprehensive wellness program focused on promoting the physical and mental health of our workforce, available to all staff
members regardless of their location or working hours.  The program includes monthly interactive webinars that address diverse
topics related to overall health, such as balanced nutrition, mental resilience, fitness, and preventive healthcare.  Through these
offerings, we aim to empower employees to maintain healthier lifestyles, fostering greater job satisfaction and productivity. 
Our ongoing efforts to improve and broaden these initiatives are designed to cultivate a positive and supportive workplace for
the benefit of both our people and the organization.
Sustainability Principles and Practices
Since beginning our sustainability focus over two decades ago, we have made a dedicated effort to be an industry leader in
this area.  We seek to integrate sustainable features, products and design elements into our homes in ways that maintain their
affordability to our core customer segments and, as noted above under “Business Strategy,” help to lower long-term
homeownership costs.  We believe our initiatives provide tangible benefits for our customers, our operations and the
environment, and distinctly differentiate us from other builders of new homes and from resale homes. 
Sustainability Practices. We have established an Environmental Management System (“EMS”), through which we focus
on continually improving the energy efficiency of our homes so, among other things, there are less greenhouse gas (“GHG”)
emissions associated with their use over their multi-decade life cycle.  Our EMS, and its related manuals and other
documentation, provides a framework for planning, implementing, measuring, evaluating and refining these efforts over time. 
In addition to our internal executive team who implements and operates within the EMS, we monitor evolving trends and gather
input and guidance for our initiatives through our National Advisory Board, which is a panel of external advisors we established
in 2009 solely for these purposes.  These advisors, who have a broad and diverse set of personal and professional perspectives,
experiences and expertise, help us shape our sustainability priorities and reporting, as well as our approach to stakeholder
engagement. 
Energy Efficiency and Water Conservation LeadershipOur sustainability program has primarily focused on progressively
enhancing the energy efficiency and water-saving capability of our homes to help minimize their impact on the environment
from day-to-day use.  These priorities reflect that most of the energy consumption during a home’s life occurs after it is
delivered to a customer, and that we operate in some of the most water-challenged regions of the country.
To guide our efforts in these key areas, we have set increasingly higher energy efficiency and water conservation goals
based on the rigorous, well-respected and widely recognized standards established under the U.S. Environmental Protection
13
Agency’s (“EPA”) voluntary ENERGY STAR® and WaterSense® programs, which seek to help businesses and consumers
save money and conserve natural resources by using labeled products and certain practices that are energy- or water-efficient,
respectively.  Milestones we have achieved under these programs include the following:
In 2008, we became the first national homebuilder to make a broad commitment to building ENERGY STAR certified
homes, which, according to the EPA, achieve on average up to a 20% energy-efficiency improvement compared to
new homes built to local code, and even more compared to resale homes without certification. 
The EPA estimated as of 2024 that each certified home produces approximately 3,287 pounds (1.5 metric tons)
per year less GHG emissions than a typical new home. 
Based on our energy use analysis, our homes currently save our homeowners an estimated average of over $1,400
annually on utility bills compared to typical resale homes. 
In 2025, the cumulative number of ENERGY STAR certified new homes we have built totaled over 217,000, more
than any other builder in the nation. 
In 2005, we built our first solar home, and in 2011, we introduced our first all-solar community. 
In 2025, all our homes built in California were solar homes.  As of November 30, 2025, most of our model homes
and sales offices in California were powered by solar energy.  We are also building all-electric homes in many
areas across the country per local requirements and conditions. 
In 2008, we were the first national homebuilder to join the WaterSense program, and in 2009, we made a commitment
to using WaterSense labeled products in our homes. 
In 2021, we were the first national homebuilder to implement the WaterSense Labeled Homes Program, Version 2,
under which homes are to be at least 30% more water efficient than a typical new home.  In July 2022, we committed
to building WaterSense labeled homes in all our future Arizona, California and Nevada communities.
To date, we have built approximately 30,000 WaterSense labeled and Southern Nevada Water Authority Water Smart
homes, which we believe is more than any other homebuilder, and installed over 1.3 million WaterSense labeled
fixtures, collectively helping to save an estimated 2.2 billion gallons of water per year based on calculations derived
from WaterSense program and supplier data.
In 2025, the EPA outlined plans to phase out the ENERGY STAR program as a federally supported initiative, with the
fiscal year 2026 federal budget allocating no funding for its continuation, and to revise the WaterSense labeling criteria for
fixtures.  These decisions, along with a broader agency restructuring, have made the long-term future of these programs
uncertain.  While the programs remain operational at this time, we are monitoring developments, including evolving federal,
state and local regulations and consumer expectations, and evaluating alternative energy and water efficiency programs and
standards.  Presently, we have no plans to materially change the high efficiency performance of our new homes built in 2026.
Indoor Environments.  Our sustainability program portfolio includes incorporating features that are aimed at enhancing our
homes’ indoor environment with air-sealing designs and high-performance ventilation systems and low- or zero-VOC products. 
Our homes also feature door hardware with antimicrobial protection that helps reduce the spread of bacteria and germs.
Awards and Recognition.  We have been recognized with major national awards for our consistent leadership and
commitment, including:
Newsweek’s 2026 list of America’s Most Responsible Companies – We were once again named by Newsweek as one
of America’s most responsible companies, the highest-ranked national builder and the only one to make this
distinguished list six years in a row.  This recognition is based on our industry-leading environmental and social
practices;
Time Magazine’s 2025 list of World’s Best Companies – We were the only national homebuilder to make this list. 
The recognition is based on a comprehensive analysis conducted to identify the top-performing companies around the
globe and is based on evaluation criteria of employee satisfaction, revenue growth and sustainability;
Time Magazine’s 2025 list of America’s Best Midsize Companies – We have been the only national homebuilder to
receive this distinction every year since its inception, which is based on more than 15 different criteria, including
employee satisfaction, revenue growth and sustainability transparency;
14
USA Today’s 2025 list of America’s Climate Leaders – We were the highest-ranked homebuilder in consideration of,
among other things, our annualized reductions in emission intensity and carbon disclosure rating; and
In 2025, we were recognized by AvidCXTM, a trusted platform of homebuyer experience insights, with an
unprecedented 18 division-level AvidCX awards, including the prestigious 2025 AvidCX Cup, based on customer
surveys taken during the first year of homeownership.  We also received an impressive 108 AvidCX Service awards
honoring our team members in sales, design, construction, mortgage and customer care as being in the top 5%
nationally in customer satisfaction. 
Our annual sustainability reports, which we have published on our website since 2008, contain more information about our
programs, goals, and achievements. 
Safety and Community Investment Initiatives.  Safety is a priority for our employees, our homebuyers and our independent
contractors.  To monitor our independent contractors’ compliance with their safety obligations, we track nearly 50 checkpoints
across key aspects of jobsite safety, including safety documentation, personal protective equipment, scaffolding and ladders, fall
protection, trenching and excavation, hazard assessment protocol, first aid and emergency plan, electrical safety and material
safety.  In addition to our on-site construction managers conducting safety inspections weekly, each operating division has a
designated representative who has successfully completed the Occupational Safety and Health Administration’s 30-hour
training course which provides supervisors with a greater depth and variety of training on an expanded list of topics associated
with the recognition, avoidance, abatement, and prevention of workplace hazards.  Since 2014, we have partnered with
IBACOS®, a nationally recognized expert in home construction quality and performance, to conduct annual jobsite safety
reviews.
In March 2025, we introduced the nation’s first new-home community that meets the home- and neighborhood-level
wildfire resilience standards developed by the Insurance Institute for Business and Home Safety (“IBHS”), an independent
nonprofit research organization.  Utilizing fire-resistant building materials, methods and features based on IBHS research, this
community is designed to IBHS’ highest level of protection against direct flame contact, radiant heat and embers, which helps
to meaningfully reduce the likelihood of wildfire spread.  Each home in the community is built to the Wildfire Prepared Home
Plus standard and receives a designation certifying that it has met IBHS’ most stringent requirements for homesite-level fire
mitigation.  We intend to selectively expand our application of IBHS’ standards to other new-home communities in 2026 and
beyond.
Our commitment to the communities we serve is not solely about the homes we build, as we strive to also make wider
community contributions that intersect with the nature of our business.  Our KB Cares philanthropic program helps to build
strong social ties by, among other things, providing our employees with an opportunity to give back to the areas in which we
operate through efforts ranging from assisting people in challenging circumstances to educating the next generation.  KB Cares
has four key focus areas: shelter, community, sustainability/environment and construction skills/employment.  We have
partnered with local nonprofits and community organizations to contribute to the long-term social fabric of the areas in which
we build, including Jared Allen’s Homes for Wounded Warriors, which raises money to build or modify homes for injured
military veterans; Sackcloth & Ashes, which donates a blanket to a local homeless shelter for every blanket we purchase as a
housewarming gift for our new homeowners; and Sleep in Heavenly Peace, for which our employees and various trade partners
help build and deliver handmade, fully furnished beds to children in need.  Since 2023, we have partnered with the National
Forest Foundation to support its mission to replenish and preserve national forests by replanting thousands of acres of habitat
nationwide and protect the future of national forests.  In addition, as noted above under “Human Capital,” we are also one of the
founding partners of the Building Talent Foundation, whose mission is to advance the education, training and career
progression of young people and people from underrepresented groups as skilled technical workers and business owners in
residential construction.
We have a Supplier Code of Conduct that builds upon the principles, guidelines and standards within our Ethics Policy,
including operating in accordance with applicable laws; treating all workers fairly and with dignity and respect; and providing a
clean, safe and healthy work environment without the use of any involuntary or forced labor.  Our Supplier Code of Conduct
also encourages our suppliers to operate in an efficient and environmentally responsible manner, conserve natural resources and
minimize waste and the use of environmentally harmful materials.
Corporate Governance.  Our board of directors maintains a robust governance framework and leading practices to oversee
the management of our business and, among other things, oversees our sustainability initiatives as part of our overall business
strategy.  Our approach to corporate governance aligns with the principles of the Investor Stewardship Group, a coalition of
some of the world’s largest investors and asset managers, as follows:
15
Stewardship Principle
What We Do
Boards are accountable to stockholders.
Our board is unclassified and directors stand for election annually
under a majority voting standard in an uncontested election.
Stockholders should be entitled to voting
rights in proportion to their economic interest.
We have one class of outstanding voting securities that allow each
holder one vote for each share held.
Boards should be responsive to stockholders
and be proactive in order to understand their
perspectives.
Stockholders may communicate with us and our board.
We proactively engage with stockholders year-round.  Since 2021,
many stockholder dialogues included discussions on our
sustainability-focused programs.  Two directors are liaisons to
management on sustainability-related matters.
Boards should have a strong, independent
leadership structure.
Our board has a strong independent lead director with significant
responsibilities and authority.
Only independent directors serve on board committees.
Boards should adopt structures and practices
that enhance their effectiveness.
Directors have extensive and relevant experience and skills.
90% of directors are independent; 50% are women or racial or ethnic
minorities.
The average tenure of our board members is approximately eight
years, with five of the directors on the Board having joined since
2020, promoting its refreshment. 
Boards should develop management incentive
structures that are aligned with the long-term
strategy of the company.
We take stockholder feedback into account in our executive
compensation program, as discussed in our 2026 Proxy Statement.
Management compensation is designed to encourage the achievement
of our long-term strategic goals.
All unvested employee equity awards made since 2017 require
double-trigger vesting in a change in control.
More information concerning our corporate governance can be found in our Proxy Statement for the 2026 Annual Meeting
of Stockholders (“2026 Proxy Statement”).
Government Regulations and Environmental Matters
Our operations are subject to myriad legal and regulatory requirements concerning land development (including
governmental permits, taxes, assessments and fees), the homebuilding process, employment conditions and worksite health and
safety.  These requirements often provide broad discretion to government authorities, and they could be interpreted or revised in
ways that delay or prohibit project development or home sales, and/or make these activities more costly.  The costs to comply,
or associated with any noncompliance, are, or can be, significant and variable from period to period.  A liability for
environmental remediation and other environmental costs is accrued when we consider it probable that a liability has been
incurred and the amount of loss can be reasonably estimated.  However, environmental costs and accruals were not material to
our operations, cash flows or financial position in 2025, 2024 or 2023.
Under applicable environmental laws (including those aimed at protecting against climate change impacts), we may be
responsible for, among other things, removing or remediating hazardous or toxic substances even where we were not aware of
their presence or on land we previously owned.  In addition to incurring clean-up costs, the presence of harmful substances on
or near our properties may prevent us from performing land development or selling homes.  Also, we are subject to federal,
state and local rules that can require us to undertake extensive measures to prevent or minimize discharges of stormwater and
other materials from our communities, and to protect wetlands and other designated areas.
As part of our due diligence process for land acquisitions, we often use third-party environmental consultants to investigate
potential environmental risks, and we require disclosures, representations and warranties from land sellers regarding
environmental risks.  We also take steps prior to our acquisition of the land to gain reasonable assurance as to the precise scope
16
of any remediation work required and the costs associated with removal, site restoration and/or monitoring.  To the extent
contamination or other environmental issues have occurred in the past, we will attempt to recover restoration costs from third
parties, such as the generators of hazardous waste, land sellers or others in the prior chain of title and/or their insurers. 
However, despite these efforts, there can be no assurance that we will avoid material liabilities relating to the existence or
removal of toxic wastes, site restoration, monitoring or other environmental matters affecting properties currently or previously
owned or controlled by us, and no estimate of any potential liabilities can be made.
Available Information
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, beneficial ownership
reports on Forms 3, 4 and 5 and proxy statements, as well as all amendments to those reports are available free of charge
through our investor relations website at investor.kbhome.com, as soon as reasonably practicable after such reports are
electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”).  They can also be found at the SEC
website at www.sec.gov.  We will also provide these reports in electronic or paper format free of charge upon request made to
our investor relations department at investorrelations@kbhome.com or at our principal executive offices.  We intend for our
investor relations website to be the primary location where investors and the general public can obtain announcements
regarding, and can learn more about, our financial and operational performance, business plans and prospects, our board of
directors, our senior executive management team, and our corporate governance policies, including our articles of
incorporation, By-Laws, corporate governance principles, board committee charters, and ethics policy.  We may from time to
time choose to disclose or post important information about our business on or through our investor relations website, and/or
through other electronic channels, including social media outlets, such as Facebook® (Facebook.com/KBHome) and X®
(Twitter.com/KBHome), and other evolving communication technologies.  The content available on or through our primary
website at www.kbhome.com, our investor relations website, including our sustainability reports, Human Rights Statement,
Supplier Code of Conduct and other governance policies, or social media outlets and other evolving communication
technologies is not incorporated by reference in this report or in any other filing we make with the SEC, and our references to
such content are intended to be inactive textual or oral references only.
Item 1A.RISK FACTORS
Although we have operated through a number of varying economic cycles, there are several risks that could affect our
ability to conduct our business, which we discuss below.  If any of these risks materialize, they could, among other things, (a)
materially and adversely impact our results of operations and consolidated financial statements; and (b) cause our results to
differ materially from the forward-looking and other statements we make in our SEC filings; in our news releases and other
public reports and communications, including those we post on or make available through our websites or other electronic
channels; or orally through our personnel and representatives.  These risks, and other factors outside of our control, could also
create or increase volatility in our common stock’s market price.  The order in which we discuss the risks below should not be
taken as any indication of their relative importance, likelihood or impact.
Consumer Demand Risks.  The following could negatively affect consumer demand for our products, thereby unfavorably
impacting our net orders, homes delivered, average selling prices, revenues and/or profitability:
Soft or negative economic or housing market conditions.  Adverse conditions in our served markets or nationally could
be caused or worsened by factors outside of our control, including slow or negative economic growth, or growth
concentrated in a few business sectors outside of housing; sustained elevated mortgage interest rates and inflation; high
consumer debt levels; and other macroeconomic and geopolitical concerns, such as the military conflict in Ukraine,
lingering economic and financial market impacts from the prolonged shutdown of the federal government’s operations
in October and November 2025, which may be compounded if Congress cannot agree on, or the President does not
approve, a budget to fully fund the government beyond January 30, 2026, as well as the delay or cancellation of
federal funding to certain states, particularly California.  Among other impacts, a severe or sustained economic
contraction may negatively impact housing demand, exacerbate ongoing housing affordability challenges, decrease
traffic at our communities and/or trigger a rise in home sales contract cancellations, resulting in fewer net orders as
compared to corresponding year-earlier periods.  In addition, these conditions, along with heightened competition from
other homebuilders and sellers and landlords of existing homes, as discussed below, may lead us to reduce our home
selling prices or offer other concessions (such as mortgage interest rate buydowns) to attract or retain buyers.  Since
mid-February 2025, we have focused on delivering the most compelling value to our buyers through pricing
transparency and a simplified sales approach to help stimulate demand.  We both reduced selling prices relative to
applicable market conditions and lowered or eliminated other homebuyer concessions.  While we believe this approach
drove higher traffic to our communities and stabilized demand after its implementation relative to the start of our 2025
fiscal year, an extended downturn in the U.S. housing market could result in an oversupply of new home and resale
17
inventory and greater foreclosure activity, which would further impair our ability to sell homes at the same volume,
prices and margins as in prior periods.  Additionally, we can offer no assurance that our current pricing strategy, and
any changes we may implement thereto, including whether we offer or increase any concessions to homebuyers, will
improve or sustain demand relative to 2025 levels or our expectations for 2026 and beyond.
Reduced employment levels and job and wage growth.  While unemployment rates remained steady in 2024 and
through the 2025 first half, the 2025 second half was marked by slower job and wage growth, as well as a gradual rise
in the unemployment rate, which may be indicative of a cooling labor market.  An increase in unemployment levels, as
well as buyers hesitating on making purchase decisions due to, among other things, tepid consumer confidence, may
lead to an increase in loan delinquencies and foreclosures, more resale homes on the market and diminished demand
for new homes, including our homes.  If it does, our core first-time and first move-up homebuyer segments could be
particularly affected, impacting us more severely than homebuilders targeting a different buyer demographic.
Lower population growth, household formations or other unfavorable demographic changes.  We continue to view the
long-term outlook for the housing market favorably, based largely on demographic trends and the continued
undersupply of homes.  However, if there is less population growth or demographic trends are not as positive as we
expect, potentially driven by, among other things, birth rate changes, economic factors or U.S. immigration policies,
demand for new homes, including our homes, could be below the long-term forecasts in our business plans and/or
result in our not achieving the same or better growth and financial performance in 2026 and beyond as we did in prior
periods.
Lack of available affordable housing.  Elevated mortgage loan interest rates in 2024 and 2025, and the extended
undersupply of homes, among other factors, have strained housing affordability and raised demand for lower-priced
homes.  In response, we introduced smaller floor plans and offer attached homes, townhomes, and condominiums,
especially in our in-fill communities, to provide more affordable options.  However, continued affordability
challenges, particularly among entry-level homebuyers who are our primary customers, may require us to lower selling
prices or offer other concessions to generate net orders, potentially reducing our revenues and profit margins.
Diminished consumer confidence, whether generally or as to purchasing a home.  Consumers may be reluctant to
purchase a home compared to housing alternatives (such as renting apartments or homes, or remaining in their existing
home) due to location or lifestyle preferences, affordability and home selling price perceptions (particularly in markets
that experienced rapid home price appreciation), employment instability or otherwise.  Consumers may also decide not
to search for a new home, or cancel their home sales contracts with us, due to economic or personal financial
uncertainty.  The combination of elevated mortgage interest rates, several years of rising housing prices, volatility
across financial markets, persistent inflation, including for essential consumer expenses (e.g., food, gasoline,
electricity, trash, water), and various other macroeconomic and geopolitical concerns have weighed on consumer
budgets and confidence throughout 2024 and 2025 and may continue to do so in 2026.  In addition, homeowners who
purchased their home with a relatively low mortgage interest rate may be reluctant to move given the current higher
interest rate levels.  With strained housing affordability, these conditions are expected to remain, and may worsen, in
2026, negatively impacting demand and potentially requiring us to lower selling prices or offer other concessions to
stimulate net orders, adversely affecting our revenues and margins.
Tightened availability or affordability of mortgage loans and homeowner insurance coverage.  Most of our buyers need
a mortgage loan to purchase their home.  Their ability to obtain a mortgage loan is largely subject to prevailing interest
rates, lenders’ credit standards and appraisals, and the availability of government-supported programs, such as those
from the Federal Housing Administration, the Veterans Administration, Federal National Mortgage Association (also
known as Fannie Mae) and the Federal Home Loan Mortgage Corporation (also known as Freddie Mac).  While
mortgage interest rates began to moderate in the 2025 second half, if mortgage interest rates increase and/or become
more volatile, credit standards are tightened, appraisals for our homes are lowered or mortgage loan programs are
curtailed, potential buyers of our homes may not be able to obtain necessary mortgage financing to be able to purchase
a home from us.  Further, we cannot provide any assurance that any interest rate reduction(s) or other monetary policy
changes will positively affect demand for homes or our results of operations.
Since 2022, insurance companies have discontinued, or significantly reduced, underwriting new homeowner insurance
policies in areas that have experienced, or are thought to be at risk of experiencing, significant wildfires, hurricanes,
flooding or other natural disasters, such as in California, Florida and certain Texas markets.  If potential homebuyers
are unable to obtain affordable homeowner insurance coverage, a challenge which became more widespread in
California and Florida during 2024 and was exacerbated by wildfires and various significant weather events in 2025,
they may not be able to or decide not to pursue purchasing a home or may cancel a home sales contract with us.
18
Poor lender performance.  We depend on third-party lenders, including GR Alliance Ventures, LLC (“GR Alliance”), a
subsidiary of Guaranteed Rate, Inc. and our third-party partner in KBHS, to provide mortgage loans to our
homebuyers, unlike homebuilders with a wholly-owned mortgage lender.  These lenders may be unable or unwilling to
complete, timely or at all, the loan originations they start for our homebuyers, including if adequate homeowner
insurance is not available.  Poorly or non-performing lenders can significantly delay home closings, disrupting our
production schedules and delivery forecasts, or cause home sales contract cancellations.  In addition, if GR Alliance or
KBHS perform poorly and our customers use another lender, the income from and value of our KBHS equity interest
would decline.
Adverse tax law changes.  If federal or state laws are changed to eliminate or reduce the income tax benefits associated
with homeownership, such as personal tax deductions for mortgage interest costs and real estate taxes, the after-tax
cost of homeownership could measurably increase and diminish consumer interest in buying a home, as could
increases in personal income tax rates.  At the same time, favorable tax law changes will not necessarily increase
demand or allow for higher selling prices for homes generally or for the homes we sell.
Competition.  We face significant competition for customers from other homebuilders, sellers of resale homes and
other housing industry participants, including single-family and other rental-housing operators. Relative to the
2021-2023 period, since mid-2024, the supply of resale properties available for sale has generally risen in our served
markets, and there has been a higher supply of rental units in some of our served markets. This competitive
environment may, among other things, cause us to reduce our home selling prices or offer other concessions to attract
or retain buyers.  Additionally, unpredictable buyer demand since 2022 has amplified competitive pressures and is
likely to remain a factor in 2026.
Seasonality.  As discussed above under Item 1 – Business in this report, we historically have experienced fluctuations
in our quarterly operating results with measurably more homes delivered and revenues generated in our third and
fourth fiscal quarters.  However, as was the case in recent years, this pattern may not continue in the future at all or to
the same degree as in the past.
InflationSince 2021, product and labor costs and general inflation in the economy have increased and remained
elevated compared to the prior decade.  In turn, we experienced rising land and construction costs, particularly for
building materials and construction service providers’ rates, warranty repair costs, and compensation and benefit
expenses to attract and retain talent.  These trends are expected to continue to an extent in 2026, though they may
worsen compared to prior years.  Inflation has also tempered consumer demand for homes, disrupted credit and
lending markets and may increase our financing costs, as borrowings, if any, under our new, larger unsecured
revolving credit facility with various banks (“Credit Facility”) and our recently amended senior unsecured term loan
with the lenders party thereto (“Term Loan”) typically accrue interest at a variable rate based on short-term Secured
Overnight Financing Rate (“SOFR”).  While we attempt to pass on increases in our costs through increased selling
prices, including for design choices and options, market forces and buyer affordability constraints can limit our ability
to do so.  If we are unable to raise selling prices enough to compensate for higher costs, or our borrowing costs
increase significantly, our revenues, housing gross profit margin and net income could be adversely affected.
Supply Risks.  The following could negatively affect our ability to increase our owned and controlled lot inventory,
community count, operational scale and market share, optimize returns on each of our assets, and grow our business, if at all:
Lack of available land; delayed community openings and home starts.  Securing sufficient developable land in our
served markets, and, in some cases, in targeted submarkets that have relatively more favorable long-term economic
and population growth prospects, that meets our investment return standards is critical for us to meet our strategic
goals and profitably expand our business’ scale.  Land availability depends on several factors, including geographical/
topographical/governmental constraints, sellers’ business relationships and reputation within the residential real estate
community, and competition from other parties, some of which can bid more for land.  Reflecting housing market
conditions, we and other homebuilders appreciably increased land investments in 2024 compared to 2023, which
pressured both the availability and pricing of land.  In 2025, however, we measurably reduced our land acquisition
spending from 2024 levels to align with prevailing market conditions.  While we began to see a more constructive land
market as to terms and pricing at the beginning of the 2025 fourth quarter, we expect to continue to face competition
for desirable land in our served markets in 2026 and beyond irrespective of whether we increase, decrease or maintain
our current pace of land spend, which may limit our ability to profitably develop communities and sell homes on such
land.  Even if we are successful in acquiring attractive land parcels, we cannot assure that we will be able to generate
the returns from developing and selling homes on such parcels expected at the time of acquisition, or positive returns.
19
Timely development of the land we acquire is critical to achieving our net order, homes delivered and revenue
objectives for a given period.  Our land development activities have been delayed by supply chain issues, as described
below, slow governmental approval and/or utility activation processes, and other factors, including those outside of our
control and similar delays will likely occur in future periods.  Beyond negatively affecting our community count, our
failure to meet our anticipated community grand opening dates has caused, and may in the future cause us, to generate
fewer net orders, including lost orders, and incur higher costs, including carrying costs, adversely impacting our
margins and inventory turns.  Similarly, our failure to timely start and complete new homes in an open new home
community has caused, and may in the future cause us, to incur higher costs and experience home sales contract
cancellations, as well as impair our ability to realize the benefits of faster build times, as discussed below.
Supply chain challenges.  Our business relies on a network of suppliers and trade partners to source materials and
services to build homes.  In 2025, our supply chain faced cost pressures and constrained availability of several home
construction items due to varying tariffs, duties, sanctions and/or trade restrictions the federal government and other
countries (sometimes in retaliation) imposed on materials, parts and goods imported into the U.S., including steel,
aluminum and lumber, and we experienced continued significant delays with respect to state and municipal
construction permitting, inspections and utility processes.  In addition, shortages or rising prices of building materials
have, and may in the future, ensue from manufacturing defects that result in building material recalls or the need to
undertake prolonged on-site repairs or other remediation measures.
Such cost pressures, supply constraints, processing delays and, to a lesser degree, manufacturing defects have
increased our input costs and reduced our revenues in certain reporting periods, and in some instances, led to home
sales contract cancellations or lower customer satisfaction.  While we were able to keep our overall costs steady for
2025 through value engineering and other cost-saving measures, as well as negotiations with our suppliers, we expect
these economic and trade-related trends will continue to create headwinds into 2026 that, along with general
inflationary pressures, we may not be able to mitigate, negatively impacting our margins.  Additionally, while we have
taken steps to engage with state and local officials and utilities, both public and private, to reduce processing delays,
we can provide no assurance that the delays we experienced in 2025 will improve to any degree, if at all, in 2026 or
beyond. 
In an effort to accelerate our build times and the delivery of homes to our homebuyers, which improves customer
satisfaction, inventory turns and revenue generation, and the competitiveness of our value proposition to customers
relative to other new homebuilders, since 2020 we, among other things, have expanded our supplier base and added
new construction service providers; worked with our national suppliers to get products and materials; ordered items in
advance of starting homes; implemented construction process workarounds; simplified our design options; paced lot
releases to align with our production capacity; and balanced pace, price and construction starts to enhance margins. 
Beginning in the 2023 second quarter, we achieved meaningful sequential improvements in our build times and by the
end of the 2025 fourth quarter, even with disrupted trade flows and state/municipal/utility processing delays, our
company-wide build times returned to approximately their historical average.  However, we believe the challenging
environment described above, particularly trade restrictions on imported materials, may persist to a certain degree into
and potentially throughout 2026, which may slow or prevent additional progress in reducing our build times, and could
cause them to increase.  We may also face increased home warranty and construction defect claims associated with
replacing or servicing substitute products or materials used in some instances to address supply shortages due to trade
restrictions or other factors in certain served markets or communities.
Insufficient financial resources.  Our business needs considerable cash to, among other things, acquire and develop
land, build homes and provide customer service.  We expect to meet our needs with existing cash, future operational
cash flow, our Credit Facility and unsecured letter of credit facility with certain financial institutions (“LOC Facility”),
or outside sources, including loans that are specifically obtained for, or secured by, particular communities or other
inventory assets, which we refer to as “project financing.”  However, outside financing may be unavailable, costly and/
or considerably dilute stockholders.  For instance:
Tight or volatile capital or financial market conditions may hinder our ability to obtain external financing or
performance bonds, or use or expand our Credit Facility and LOC Facility, on favorable terms or at all.  Also, if a
rating agency downgrades our credit rating or outlook, external financing may be difficult and costly for us to
obtain.
Noncompliance with our Credit Facility, Term Loan and senior notes covenants may restrict our ability to borrow;
accelerate repayment of our debt, which may not be feasible for us; or cause our lenders to impose significant fees
or cease lending to us. 
20
As described in Note 15Notes Payable in the Notes to Consolidated Financial Statements in this report, if a
change of control or fundamental change occurs before our senior notes mature, we may need to offer to purchase
certain of them.  This may require us to refinance or restructure our debt, which we may be unable to do on
favorable terms or at all.
Our debt and ratio of debt to capital levels could require us to dedicate substantial cash flow to debt service;
inhibit our ability to respond to business changes or adjust our debt maturity schedule; curb execution on our
current strategies; and/or make us more vulnerable in a downturn than our less-leveraged competitors.  Our next
senior note maturity is our $300.0 million in aggregate principal amount of 6.875% senior notes due June 15, 2027
(“6.875% Senior Notes due 2027”).
Decreased land inventory value.  Our land inventory’s value depends on market conditions, including our estimates of
applicable future demand and revenue generation.  If conditions deteriorate during the typically significant amount of
time between our acquiring ownership/control of land and delivering homes on that land; if we cannot sell land held
for sale at its estimated fair value; or if we make strategic changes, we may need to record inventory-related charges. 
We may also record charges if we decide to sell land at a loss or activate or sell land held for future development.
In addition, our business could be negatively affected if our net orders, homes delivered or backlog-to-homes delivered
conversion rate fall; if often-volatile building materials prices or construction services costs increase, which has been
the trend over the past few years; or if our community openings are delayed due to, among other things, prolonged
development from supply chain disruptions, construction services shortages or otherwise, our strategic adjustments, or
protracted government approvals or utility service activations from staff or resource cuts or reallocations for public
safety priorities (e.g., earthquakes, wildfires, flooding, hurricanes or other natural disasters). 
Poor contractor availability and performance.  Independent contractors perform essentially all of our land development
and home construction work.  Though we schedule and oversee such activities at our community sites, we have no
control over our independent contractors’ availability or work methods.  If qualified contractors are not available (due
to general shortages in a tight labor market, competition from other builders or otherwise), or do not timely perform,
we may incur production delays and other inefficiencies, or higher costs for substitute services.  Also, if our trade
partners’ work or materials quality does not meet our standards, we could face more home warranty and construction
defect claims, and they or their insurers may not be able to cover the associated repair costs.
Potential expansion of employment-related obligations.  Governmental agencies or others might assert that we should
be subjected to California law and associated regulations that, in certain circumstances, impose responsibility upon
direct contractors for certain wages and benefits that subcontractors of the direct contractor have failed to pay to their
employees.  It might also be alleged that California law and regulations impose other liabilities upon us with respect to
the employees of our trade partners.  Further efforts in California or elsewhere to impose such external labor-related
obligations on us could create substantial exposure for us in situations beyond our control.
Strategy Risks.  Our strategies, and any related initiatives or actions, and any changes thereto, including as to the land we
acquire and develop and the markets we decide to serve, may not be successful in achieving our goals or generate any growth,
earnings or returns, particularly in the highly volatile business environment of the past few years and as may occur in 2026, due
to inflation, interest rate and financial market volatility, or political or social distress.  In 2025, around 55% of our homes
delivered were Built to Order, largely reflecting strategies to navigate supply chain disruptions that substantially lengthened our
average build time and hindered our even-flow home production process, and market dynamics in areas with then-low resale
home inventory.  Our intent for 2026 is to bring our mix of homes delivered closer to our historical average.  However, we may
not achieve positive operational or financial results from implementing this or other business strategies, or results equal to or
better than we did in any prior period or in comparison to other homebuilders.  We may also incur higher costs, or experience
sourcing or supply chain disruptions that result in extended times to build our homes, as compared to other homebuilders due to
our commitment to sustainability.  At the same time, we expect there could be an unfavorable reputational impact if we do not
maintain our sustainability programs; or if we fail to meet our sustainability objectives.  Among other strategic risks, our
business is presently concentrated in California, Florida, Nevada and Texas.  Poor conditions in any of those markets could
have a measurable negative impact on our results, and the impact could be larger for us than for other less-concentrated
homebuilders. 
Adverse conditions in California would have particular significance to our business.  We generate the highest proportion of
our revenues from and make significant inventory investments in our California operations.  However, we may be constrained
or delayed in entitling land and selling and delivering homes in California, and incur higher development or construction costs,
from water conservation or wildfire protection measures (including precautionary and event-induced electricity blackouts,
temporary or extended local or regional evacuations, development moratoriums in high-risk areas, and community resiliency
21
design requirements) that are intended to address severe drought and climate conditions that have arisen in recent years.  In
addition, to the extent large-scale wildfires and flooding, as well as hurricanes, heavy rains and other climate change-driven
natural disasters in our served markets become more frequent and intense, as discussed below under “Climate Risk,” we may
experience greater disruption to our land development and homebuilding activities, delaying orders and homes delivered,
among other impacts. 
Also, California’s highly regulated and litigious business environment has made the state an increasingly difficult place for
us to operate.  This includes implementing regulations under the state’s Global Warming Solutions Act of 2006 intended to
lower GHG emissions.  For instance, we have and will continue to incur higher construction costs because of a state law
requirement that effectively requires that all newly-built homes have solar power systems, and we may be unable to offset
(through customer leases) or cover such costs through selling price increases due to competition and consumer affordability
concerns.  We also faced an uncertain solar power system provider environment in 2025 and 2024 largely due to the federal
government’s repealing and/or accelerating the expiration of related tax credits, as described below, and changes in California
net metering regulations that created significant instability in the solar power industry, with several providers going out of
business or entering bankruptcy.  This has disrupted the supply and installation of solar power systems, causing delays in
system completions and permissions to operate and, in turn, home deliveries. The federal government’s repeal and/or
accelerated expiration of tax credits for solar power systems has also caused lease financing providers to exit the market,
pressuring the availability of leases for customers in California.
Effective in 2026, California’s new energy efficiency standards will require all new residences to be electric-ready for
heating, cooling, cooking, clothes drying and water heating systems.  In addition, California and certain of its local
governments have implemented restrictions on or disincentives for new suburban and exurban residential communities,
generally in favor of higher-density, urban developments that can be attractive to some buyers, but in many cases are on smaller
parcels with higher building costs and more complicated entitlement requirements and may be subject to affordable housing
mandates, prevailing wage requirements, greater local opposition and/or additional site remediation work.  These efforts have
and could further significantly increase our land acquisition and development costs and, along with competition from other
homebuilders and investors for available developable land, limit our California operations’ growth, while making new homes
less affordable to potential buyers in the state, including as a result of its public utilities commission’s decision to significantly
reduce net metering payments to homeowners for the rooftop solar power they export to the grid from systems installed. 
Climate Risk.  While there is considerable debate over its drivers and magnitude, and about the physical, regulatory and/or
technical/scientific mitigation or adaptation measures, if any, that should be implemented, global climate change and responses
to it present potential risks to our operations, ranging from extreme weather events to extensive governmental policy
developments and shifts in consumer preferences, which could individually or collectively significantly disrupt our business as
well as negatively affect our suppliers, independent contractors and customers.  Experiencing or addressing these various risks
may significantly reduce our revenues and profitability, or cause us to generate losses.  For instance, incorporating greater
resource efficiency into our home designs to comply with upgraded building codes often raises our costs to construct homes.  In
evaluating whether to implement voluntary improvements, we consider that choosing not to enhance our homes’ resource
efficiency can make them less attractive to municipalities, and increase the vulnerability of residents in our communities to
rising energy and water expenses and use restrictions.  We balance these costs against our goals of profitability and affordability
for first-time and first move-up buyers, while considering potential homeowner insurance challenges in certain areas due to
local environmental conditions, historical events and/or the regulatory environment for insurance providers.  We may determine
we need to absorb most or all the additional operating costs that come with making our homes more efficient and/or from
operating in areas with more extensive regulatory requirements, such as California, or certain climates.  While our years of
experience in sustainable homebuilding, as discussed above under “Sustainability Principles and Practices,” may give us an
advantage over other homebuilders in managing these absorbed costs, they may be substantial for us. 
Our operations in any of our served markets may face potential adverse physical effects, especially in California, our
largest market, that has historically experienced, and is projected to continue to experience, climate-related events at an
increasing frequency including drought, water scarcity, heat waves, wildfires, and resultant air quality impacts and power
shutoffs associated with wildfire prevention.  In addition, as we develop land and open more communities in less populated
areas, new housing subdivisions may be subject to potential development moratoriums and not be permitted unless developers
secure alternative water supplies, among other conditions.  While we have health and safety protocols in place for our
construction sites and take steps to safeguard our administrative functions, including our IT resources, as described below under
Information Technology and Information Security Risks,” we can provide no assurance that we or our suppliers or trade
partners can successfully operate in areas experiencing frequent or persistent adverse climate-related conditions, and we or they
may be more impacted and take longer, and with higher costs, to resume operations in an affected location than other
homebuilders or businesses, depending on the nature of the conditions or other circumstances.
22
As discussed above under “Strategy Risks,” and below under “Legal and Compliance Risks,” various government and
legislative bodies have aimed to restrict, moderate or promote activities consistent with resource conservation, GHG emission
reduction, environmental protection or other climate-related objectives.  These initiatives could increase our costs, such as with
California’s requirement that all new homes have solar power systems, agency requirements for all-electric readiness and higher
efficiency standards, including the use of zero-emission alternatives, beginning in 2026; delay or complicate home construction,
for example, due to a need to reformulate or redesign building materials or components, or source updated or upgraded items or
equipment, or specially trained or certified independent contractors, in limited or restricted supply, which has been a challenge
for us in certain cases in the past few years; or diminish consumer interest in homes mandated to include or omit certain
features, amenities or appliances, particularly if home prices increase as a result.
Adapting to or transitioning from the use of certain items or methods in home construction, or adjusting the products we
offer to our buyers, whether due to climate-related governmental rules affecting home construction or our supply chain, market
dynamics or consumer preferences, can negatively affect our costs and profitability, production operations in affected markets
and customer satisfaction during the transition period, which could be prolonged.  For instance, in certain local markets in
California where natural gas use is banned in new homes, we have faced some disruptions in reorienting our purchase order,
independent contractor engagement, design studio and home construction processes and have implemented certain architectural
design changes for all-electric homes.  To the extent other jurisdictions or the state adopt such bans and as we implement the
state’s all-electric readiness requirements, as discussed above, we will face similar issues.
Though practically available technology and resources allow us only to make certain estimates, and not definitive
measurements, of the effectiveness and overall impact of our longstanding and broad-based environmental sustainability
initiatives described above under “Sustainability Principles and Practices,” we feel these initiatives and their evolution over
time represent how we can best address climate change risks in the context of our business, industry and the wider, and rapidly
changing, economic, social and political environment.  However, climate change is an intrinsically complex global phenomenon
with inherent residual risks across its physical, regulatory and adaptation/transition dimensions that cannot be mitigated given
their wide-ranging, (sometimes unexpectedly) interdependent and largely unpredictable potential scope, nature, timing or
duration.  Therefore, though we have not as of the date of this report identified or experienced any particular material impact,
whether singular or in combination, to our consolidated financial statements from climate change or the associated regulatory,
physical, transition and other risks discussed above, we cannot provide any assurance that we have or can successfully prepare
for, or are or will be able to reduce or manage any of them to the extent they may arise. 
Further, we expect that as concerns about climate change and other environmental issues continue to increase,
homebuilders will be required to comply with new and extensive laws and regulations, including recently enacted climate
disclosure laws in California as well as any climate-related disclosure rules that may be adopted by the SEC, each of which we
anticipate will result in additional significant compliance costs.  In October 2023, California enacted the Climate Corporate
Data Accountability Act (“SB-253”), which mandates the disclosure of GHG emissions, including Scope 1, Scope 2 and Scope
3 emissions; and the Climate-Related Financial Risk Act (“SB-261”), which mandates the disclosure of climate-related
financial risks, and measures adopted to reduce and adapt to such risks.  California has delayed formal rulemaking for SB-253
to at least late February 2026.  We expect to file an initial Scope 1 and Scope 2 GHG emissions report later in the year under
SB-253, pending finalization of the regulations.  As of the date of this report, SB-261 is subject to a court injunction on its
implementation.  Whether we file a climate-related financial risk report under SB-261 in 2026 depends on the outcome of the
legal process affecting that statute and any regulations California adopts. 
We may also experience substantial negative impacts to our business if an unexpectedly severe weather event or natural
disaster damages our operations or those of our suppliers or independent contractors in our primary markets, such as in
California, Florida, Nevada and Texas, or from the unintended consequences of regulatory changes that directly or indirectly
impose substantial restrictions on our activities or adaptation requirements.  Such severe weather events could delay home
construction, increase construction costs, reduce the availability of building materials, and damage roads and/or cause
transportation delays that stress our supply chain and negatively impact the demand for new homes in affected areas, as well as
slow down or otherwise impair the ability of utilities and local government agencies to provide approvals and service to new
communities.  Further, if our insurance does not fully cover our costs and other losses from such events, our earnings, liquidity,
or capital resources could be adversely impacted. 
Warranty and Insurance Risks.  Our homebuilding business is subject to warranty and construction defect claims.  Though
we have insurance coverage to partially reduce our exposure, it is limited and costly, in part due to a shrinking provider market,
and we have high self-insured retentions that are expected to increase.  We self-insure some of our risk through a wholly-owned
insurance subsidiary.  Because we do not maintain insurance coverage to cover all claims or liabilities that may arise in our
business, and have high self-insured retentions with the insurance coverages we do maintain, we may need to use a significant
amount of our then-existing liquidity, or obtain external financing, to satisfy any such claims and liabilities.
23
Due to our dependence on the performance of independent suppliers and contractors to provide products and materials and
carry out our homebuilding activities, and the associated risks described above under “Inflation,” “Supply chain challenges
and “Poor contractor availability and performance,” as well as inherent uncertainties, including obtaining recoveries from
responsible parties and/or their or our insurers, our recorded warranty and other liabilities may be inadequate to address future
claims, which, among other things, could require us to record charges to increase such liabilities.  We may also record charges
to reflect our then-current claims experience, including the actual costs incurred.  Home warranty and other construction defect
issues may also generate negative publicity, including on social media and the internet, that detracts from our reputation and
efforts to sell homes.
Tax-Related Risks.  Our future income tax rates and expense can fluctuate or be adversely affected due to legislative and
regulatory changes; government or court interpretations of new or existing tax laws and regulations; changes in available tax
credits; adjustments to estimated taxes in finalizing our tax returns and/or due to new regulatory guidance; changes in non-
deductible expenses, particularly those associated with compensation; tax benefits related to stock-based compensation; the
realization of our deferred tax assets; and the resolution of tax audits with federal or state tax authorities based on, among other
things, tax positions we have taken.
In 2025 and prior years, we have recognized federal tax credits under Internal Revenue Code Section 45L (“Section 45L”)
from our building energy-efficient new homes, when such credits were available to us.  In July 2025, H.R.1, the One Big
Beautiful Bill Act (“OBBBA”) repealed the Section 45L credit for homes delivered after June 30, 2026.  As a result, beginning
in our 2026 third quarter, our income tax expense and effective tax rate will no longer reflect a benefit from such tax credits as
to homes delivered after that date. 
Our realization of our deferred tax assets depends on our generating sufficient future taxable income, which may not occur. 
Also, our deferred tax assets’ value can increase or decrease with: (a) changes in the federal corporate income tax rate; (b) our
undergoing a “change of ownership” under federal tax rules, which would significantly reduce and possibly eliminate their
value; and (c) adjustments in statutory or taxing authority treatment of such assets. 
We have filed our tax returns based on certain positions we believe are appropriate, and we may owe additional taxes if
taxing authorities disagree with those positions. 
Human Capital Risks.  Our directors, officers and employees are important resources.  If we cannot attract, retain and
develop talent at reasonable pay and benefits levels, or, alternatively, if we need to implement personnel or compensation
reductions, our performance, profitability and ability to achieve our strategic goals could be significantly impaired.  While we
have developed extensive leadership development programs and succession plans, as discussed above, we cannot assure that
our programs and plans, and their future iterations, will ensure that employees in key leadership positions who depart will be
replaced by equally or more effective successors.  In addition, in many of our served markets, we need to have personnel with
certain professional licenses, including building contractor and real estate brokerage licenses.  Our home selling and
construction activities may be severely disrupted or delayed if we do not have sufficient licensed individuals in our workforce.
Information Technology and Information Security Risks.  We use IT resources to carry out important operational activities
and maintain our business records.  Third parties provide and maintain many of our IT resources, including disaster recovery
and business continuity services intended to safeguard access to and use of our IT resources during a general or local network
outage, under agreements with evolving security and service level standards.  Our senior IT executives also periodically update
the audit and compliance committee of our board of directors on our cybersecurity practices and risks, most recently in January
2026.  A reporting process has been established, and periodically tested and refined with the assistance of outside experts, to
escalate notice within our organization of and coordinate our response to IT security events.  Depending on the severity of an
event, our incident reporting process includes informing as early as practicable our senior corporate management and members
of our board of directors.  If a cybersecurity incident is determined to be material, we are subject to additional SEC reporting
requirements.  Our cybersecurity policies and procedures are further described below under Item 1C – Cybersecurity in this
report.
Our systems have faced a variety of phishing, denial-of-service and other attacks and occasional theft of encrypted
employee laptops.  To help counter the growing volume and sophistication of cyberattacks and other attempts to gain
unauthorized access to sensitive business or individuals’ personal information, including the potential of fraudulent schemes
inducing our employees, customers, trade partners, or other third parties to disclose information or unknowingly provide access
to systems or data, whether in our sales offices or elsewhere, and considering the use of artificial intelligence and other
technology to compromise our user access protocols, we have implemented administrative, physical and multi-layered technical
controls and processes.  These measures are designed to help address and mitigate cybersecurity risks and protect our IT
resources and sensitive information, and include employee education and awareness training, as well as assessments conducted
by external third parties.  Our technical defense layers are designed to provide multiple, overlapping measures to establish
appropriate system security configurations and protect against exploitation of a vulnerability that may arise or if a security
24
control fails.  For these defenses, we rely on third parties that we believe, but cannot guarantee, are capable of performing the
protective service for which we have engaged them.  We conduct periodic incident response tabletop exercises, with third-party
support and reviews, and we perform an annual cybersecurity risk assessment to identify potential areas of focus.  Our IT
security costs, including cybersecurity insurance, are significant and will likely rise in tandem with the sophistication and
frequency of system attacks.
We also depend on our service providers, GR Alliance and other mortgage lenders, with whom we share some personal
identifying and confidential information, to secure our data and the homebuyer information they collect from us.  However, our,
GR Alliance’s and our service providers’ measures may be inadequate and possibly have operational or security vulnerabilities
that could go undetected for some period of time.  If our IT resources are compromised, we may be severely limited in
conducting our business and achieving our strategic goals for an extended period, experience internal control failures or lose
access to operational assets or funds.  A substantial disruption, or security breach suffered by us, GR Alliance/KBHS or a
service provider, particularly our cloud service provider which hosts many of our IT resources, could damage our reputation
and result in the loss of customers or revenues, in sensitive personal information being publicly disclosed or misused and/or
regulatory or legal proceedings against us.  We may incur significant expenses to resolve such issues.  While, to date, we have
not had a significant cybersecurity breach or attack that had a material impact on our business or consolidated financial
statements, there can be no assurance our efforts to maintain the security and integrity of these systems will be effective or that
attempted security breaches, cyber-attack, data theft or disruptions would not occur in the future, be successful or damaging.
Beyond our service providers, we depend on independent third parties to handle certain processes required to complete land
purchases and home closings, including title insurers and escrow/settlement companies.  Should these third parties, as well as
independent mortgage lenders and other firms involved in real property transactions, experience their own cybersecurity
incidents or IT resource failures that disrupt or prevent their performance of necessary real estate transaction services, our
ability to close on land transactions or our customers’ ability to close on their homes, as well as our production schedules and
delivery forecasts, may be significantly disrupted and have a material impact on our operations or consolidated financial
statements, including by causing home sales contract cancellations.
Legal and Compliance Risks.  As discussed above under Item 1 – Business in this report, our operations are subject to
myriad legal and regulatory requirements, which can delay our operational activities, raise our costs and/or prohibit or restrict
homebuilding in some areas.  These requirements often provide broad discretion to government authorities, and they could be
interpreted or revised in ways unfavorable to us.  The costs to comply, or associated with any noncompliance, are, or can be,
significant and variable from period to period.  With respect to environmental laws, in addition to the risks and potential
operational costs discussed above, we have been, and we may in the future be, involved in federal, state and local air and water
quality agency investigations or proceedings for potential noncompliance with their rules, including rules governing discharges
of materials into the air and waterways; stormwater discharges from community sites; wetlands and listed species habitat
protection; and governmental health and safety rules and requirements, such as those enforced by the federal Occupational
Safety and Health Administration and similar state agencies.  We could incur penalties and/or be restricted from developing or
building at certain community locations during or as a result of such agencies’ investigations or findings.
Additionally, we are involved in legal, arbitral or regulatory proceedings or investigations incidental to our business, the
outcome or settlement of which could result in material claims, losses, monetary damage awards, penalties, or other direct or
indirect payments recorded against our earnings, or injunctions, consent decrees or other voluntary or involuntary restrictions or
adjustments to our business operations or practices.  Any adverse results could be beyond our expectations, insurance coverages
and/or accruals at particular points in time.  Unfavorable outcomes, as well as unfavorable investor, analyst or news reports
related to our industry, company, personnel, governance or operations, may also generate negative publicity, including on social
media and the internet, damaging our reputation and resulting in the loss of customers or revenues.  We may also face similar
reputational impacts if our sustainability initiatives or objectives and/or our social or governance practices do not meet the
standards set by investors or third-party rating services.  Additionally, low third-party ratings could result in our common stock
being excluded from certain indexes or not being recommended for or selected by investors with certain mandates or priorities. 
To reduce the risks and expected significant costs of defending intra-corporate proceedings in multiple venues and to help
ensure that such matters are considered within a well-established body of law, our By-Laws provide that, subject to certain
exceptions, Delaware state courts are the exclusive forum for specified internal corporate affairs actions and federal courts are
the exclusive forum for any action asserting a claim arising under the Securities Act of 1933, as amended.  These provisions
may limit a stockholder’s ability to bring a claim in their favored forum.  At the same time, if a court were to allow for an
alternative forum, or we waive the provision’s application, for a particular matter, we may incur additional costs associated with
resolving an otherwise relevant action in another jurisdiction(s).
The European Union and state governments, notably California, Colorado, Delaware and Nevada, have enacted or
enhanced data privacy regulations, and other governments are considering establishing similar or stronger protections.  These
25
regulations impose certain obligations for securing, and potentially removing, specified personal information in our systems,
and for apprising individuals of the information we have collected about them.  We have incurred costs in an effort to address
these data privacy risks and requirements, and our costs may increase significantly as risks become increasingly complex or if
new or changing requirements are enacted, and based on how individuals exercise their rights.  Despite our efforts, any
noncompliance could result in our incurring substantial penalties and reputational damage.
KBHS’ operations are heavily regulated.  If GR Alliance, which oversees KBHS’ operations, or KBHS is found to have
violated regulations, or mortgage investors demand KBHS repurchase mortgage loans it has sold to them, or cover their losses,
for claimed contract breaches, KBHS could face significant liabilities, which, if they exceed its reserves, could result in our
recognizing losses on our KBHS equity interest.
Our financial results may be materially affected by our use of critical accounting estimates and the adoption of new or
amended financial accounting standards, as well as regulatory or outside auditor guidance or interpretations.  In addition, to the
extent we expand our disclosures on our sustainability initiatives in line with certain private reporting frameworks and investor
requests, our failure to report accurately or achieve progress on our metrics on a timely basis, or at all, could adversely affect
our reputation, business, financial performance and growth.
Other RisksThe risk factors described above are not our only salient risks.  Political events, war, terrorism, weather or
other natural/environmental disasters, and other risks that are currently unknown or are currently or may initially be seen as
immaterial, could also have a material adverse impact on our business, consolidated financial statements and/or common
stock’s market price.
Item 1B.UNRESOLVED STAFF COMMENTS
None.
Item 1C.CYBERSECURITY
Risk Management and Strategy.  We have policies and procedures for identifying, assessing and managing material risks
associated with cybersecurity threats.  To help protect our IT resources, we have instituted administrative, physical and
technical controls and processes and commissioned third-party assessments.  The technical defense measures we have
implemented are designed to address vulnerabilities that may arise, including from a security control failure.  These measures
currently involve a combination of artificial intelligence; machine learning computer network monitoring; malware and
antivirus resources; firewall systems; and endpoint detection and response.  We also utilize cloud service defenses; Internet
address and content filtering monitoring software intended to secure against known malicious websites and potential data
exfiltration; and enterprise gateway security for workforce mobile devices and applications.  Additionally, a variety of cyber
intelligence and threat monitoring sources provide us with ongoing updates on potential or emerging risks.  For all these
measures we rely on third-party providers that we believe are capable of performing the service for which they have been
engaged or on certain governmental agencies.  Before we engage a third-party provider for these types of services and
resources, we typically conduct a security review involving, as relevant to the service or resource, discussions with the
provider’s security personnel, evaluation of auditor reports, and other requested information and documentation. 
We evaluate, and adjust as determined appropriate, our cybersecurity strategies and measures based on the above-noted
threat monitoring sources, learnings from periodic incident response tabletop exercises in which members of senior
management participate; penetration tests and scanning exercises; and an annual cybersecurity and/or cloud security risk
assessment conducted with help from outside experts informed by the National Institute of Standards and Technology
Cybersecurity framework.  Our IT function also undertakes a specific risk review, assisted in part by independent consultants
and other third parties, that is integrated into the overall annual enterprise risk management assessment the board of directors’
audit and compliance committee oversees.  Our internal audit department incorporates the results from this risk review, and
cybersecurity-related enhancements identified through the review, in designing and conducting its IT function audits, in some
cases with a third-party firm’s assistance.
To support the ongoing identification and management of cybersecurity issues, all employees are required to complete
cybersecurity awareness training, including social engineering, password best practices, data classification and phishing
awareness, with additional training for handling of customer personal information.  We also publish a monthly security
awareness newsletter along with performing ongoing internal phishing assessments.
We also consider and evaluate cybersecurity risks associated with KBHS and third-party service providers that we have
identified as having the greatest potential to expose us to cybersecurity threats.  We have established due diligence procedures
with KBHS and such third-party service providers, as well as communication channels as part of their breach and incident
response processes.  We also review annually the System and Organization Controls reports of third-party vendors hosting our
data to ensure they maintain adequate access management controls including physical safeguards, disaster recovery capabilities,
26
data privacy and notification processes, onboarding processes, incident response procedures and periodic independent testing of
the vendor capabilities.  We depend on our third-party service providers, KBHS and outside service providers to our customers
with whom we share some personal identifying and confidential information to secure the information they receive from us. 
Our business strategy, results of operations, or financial condition may be materially affected if our IT resources are
compromised, whether by an intentional attack, natural or man-made disaster, electricity blackout, IT/cybersecurity failure,
systems misconfiguration, denial-of-service attacks, service provider error, mismanaged user access protocols, personnel action,
or otherwise.  Depending on source or severity, among other factors, should any such compromise(s) occur, we may be severely
limited in conducting operations for an extended period, experience internal control failures, be cut off from assets or funds,
face reputational damage, lose customers and related revenues and/or have private party or governmental legal proceedings
instituted against us, and incur significant expenses to resolve any such issues.  Similar impacts may result from a substantial
disruption, or security incident or breach, suffered by KBHS or an outside service provider to our customers, which could also
result in sensitive personal information being publicly disclosed or misused. 
GovernanceOur management is responsible for the ongoing assessment of, and for developing and implementing our
strategies and measures to address, material cybersecurity risks.  Our board of directors through its audit and compliance
committee oversees management’s cybersecurity assessment activities and protective strategies and measures.  This includes
engaging in periodic reviews with management covering, among other things, our cybersecurity practices and risks.  Several of
our directors have experience with overseeing cybersecurity practices and incident management.  Our chief information officer
(“CIO”) periodically provides this review to the audit and compliance committee, with the most recent review conducted in
January 2026.  The CIO, who has more than 35 years of experience in IT and cybersecurity, is supported by a chief information
security officer, who has more than 30 years of experience in IT and cybersecurity, and various employees and dedicated
contract personnel experienced with IT and cybersecurity matters who are responsible for procuring, using, maintaining,
updating and evaluating the cybersecurity measures detailed above.  These individuals also hold numerous cloud, security and
privacy certifications. 
We have a cybersecurity incident response plan (“CIRP”) that, among other things. defines roles and responsibilities,
outlines steps for managing a cybersecurity event that is assessed to be a cybersecurity incident, including determining whether
such an incident is material and required to be publicly disclosed per SEC rules, and specifies internal and external
communication channels with respect to a cybersecurity incident.  Our IT function, which is led by the CIO, maintains and is
initially responsible for executing on our CIRP and specific runbooks, which describe processes for evaluating and escalating,
depending on severity, within the enterprise and up to our senior executive management and board of directors the
cybersecurity threats and incidents, or potential threats or incidents, identified through our cybersecurity measures.  This team
also maintains other policies and procedures concerning cybersecurity matters, such as encryption standards, antivirus
protection, remote access, multifactor authentication, data classification, confidential information and the use of the internet,
social media, email and wireless devices.  We also maintain insurance coverage for cybersecurity insurance as part of our
overall insurance portfolio.
Our IT systems have faced a variety of phishing, denial-of-service and other attacks.  Although we have not identified any
cybersecurity incidents during the fiscal years covered by this report that have materially affected or are reasonably likely to
materially affect our business strategy, consolidated results of operations or consolidated financial condition, we can provide no
assurance that our security measures will be successful and therefore we may experience a cybersecurity incident that materially
affects our business strategy, consolidated results of operations, consolidated financial condition or reputation, including, but
not limited to those described above. For more information about the cybersecurity risks we face, see Item 1A – Risk Factors.
Item 2.PROPERTIES
None.
Item 3.LEGAL PROCEEDINGS
Our legal proceedings are discussed in Note 18Legal Matters in the Notes to Consolidated Financial Statements in this
report.
Item 4.MINE SAFETY DISCLOSURES
Not applicable.
27
Information about our Executive Officers
The following table presents certain information regarding our executive officers as of December 31, 2025:
Name
Age
Present Position
Year
Assumed
Present
Position
Years
at
KB
Home
Other Positions and Other
Business Experience within the
Last Five Years
From 
– To
Jeffrey T. Mezger
70
Chairman and Chief Executive
Officer (a)
2024
32
Chairman, President and Chief Executive
Officer
2016-
2024
Robert R. Dillard
51
Executive Vice President and Chief
Financial Officer
2025
1
Chief Financial Officer, Sonoco Products
Company (a global provider of
packaging solutions)
2022-
2025
Chief Strategy Officer, Sonoco Products
Company
2022-
2022
Vice President, Corporate Development,
Sonoco Products Company
2018-
2022
Robert V. McGibney
51
President and Chief Operating
Officer
2024
25
Executive Vice President and Chief
Operating Officer
2022-
2024
Executive Vice President and Co-Chief
Operating Officer
2021-
2022
Regional President
2018-
2021
Albert Z. Praw
77
Executive Vice President, Real
Estate and Business
Development
2011
29
Brian J. Woram
65
Executive Vice President and
General Counsel
2010
15
(a)Mr. Mezger has served as a director since 2006. 
There is no family relationship between any of our executive officers or between any of our executive officers and any of
our directors.
PART II
Item 5.MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the New York Stock Exchange under the ticker symbol “KBH.”  As of December 31, 2025,
there were 473 holders of record of our common stock. 
Information regarding the shares of our common stock that may be issued under our equity compensation plans is provided
below under Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters in
this report.
The following table summarizes our purchases of our own equity securities during the three months ended November 30,
2025 (dollars in thousands, except per share amounts):
Period
Total Number of Shares
Purchased
Average Price Paid per
Share
Dollar Value of Shares
Purchased as Part of
Publicly Announced Plans
or Programs
Approximate Dollar Value
of Shares That May Yet be
Purchased Under the Plans
or Programs
September 1-30
$
$
$261,540
October 1-31
1,647,423
59.01
97,212
902,788
November 1-30
45,646
61.08
2,788
900,000
Total
1,693,069
$59.06
$100,000
As of November 30, 2024, we were authorized to repurchase up to $700.0 million of our outstanding common stock under
a share repurchase program approved by our board of directors in April 2024.  On October 9, 2025, our board of directors
authorized us to repurchase up to $1.00 billion of our outstanding common stock.  This authorization replaced the 2024
authorization, which had $261.5 million remaining, as further discussed in Note 19Stockholders’ Equity in the Notes to
Consolidated Financial Statements in this report.  In the 2025 fourth quarter, we purchased 1,597,196 shares of our common
stock pursuant to this authorization at a total cost of $100.0 million, bringing our total repurchases in 2025 to 9,385,309 shares
28
at a total cost of $538.5 million.  As of November 30, 2025, we were authorized to repurchase up to $900.0 million of our
outstanding common stock.
During the three months ended November 30, 2025, we also purchased certain previously issued shares delivered to us by
employees to satisfy withholding taxes on the vesting of restricted stock awards.  These transactions are not considered
repurchases under the board of directors authorization. 
The 2022 Inflation Reduction Act (“IRA”) imposed a nondeductible 1% excise tax on the net value of certain stock
repurchases made after December 31, 2022.  All dollar amounts presented in the table above and in this report related to our
share repurchases and our share repurchase authorizations exclude such excise taxes, to the extent applicable, unless otherwise
indicated.
Stock Performance Graph
The following graph compares the five-year cumulative total return of KB Home common stock, the S&P 500 Index and
the Dow Jones US Home Construction Index for the periods ended November 30:
Comparison of Five-Year Cumulative Total Return
Among KB Home, S&P 500 Index and
Dow Jones US Home Construction Index
2437
2020
2021
2022
2023
2024
2025
KB Home
$100
$115
$92
$155
$249
$197
S&P 500 Index
100
128
116
132
177
204
Dow Jones US Home Construction Index
100
133
113
177
255
232
The above graph is based on the KB Home common stock and index prices calculated as of the last trading day before
December 1 of the year-end periods presented.  The closing price of KB Home common stock on the New York Stock
Exchange was $64.33 per share on November 30, 2025 and $82.74 per share on November 30, 2024.  The performance of our
common stock as presented above reflects past performance only and is not indicative of future performance.  Total return
assumes $100 invested at market close on November 30, 2020 in KB Home common stock, the S&P 500 Index and the Dow
Jones US Home Construction Index, including reinvestment of dividends.
Item 6.[RESERVED]
29
Item 7.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND                 
RESULTS OF OPERATIONS
Our discussion and analysis below is primarily focused on our 2025 and 2024 financial results, including comparisons of
our year-over-year performance between these years.  Discussion and analysis of our 2023 fiscal year specifically, as well as the
year-over-year comparison of our 2024 financial performance to 2023, are located under Part II, Item 7 – Management’s
Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal
year ended November 30, 2024, filed with the SEC on January 24, 2025, which is available on our investor relations website at
investor.kbhome.com and the SEC website at www.sec.gov.
RESULTS OF OPERATIONS
OverviewRevenues are generated from our homebuilding and financial services operations.  The following table presents
a summary of our consolidated results of operations (dollars in thousands, except per share amounts):
 
Years Ended November 30,
Variance
 
2025
2024
2023
2025 vs 2024
2024 vs 2023
Revenues:
Homebuilding
$6,211,905
$6,902,239
$6,381,106
(10)%
8%
Financial services
24,309
27,847
29,523
(13)
(6)
Total
$6,236,214
$6,930,086
$6,410,629
(10)%
8%
Pretax income:
Homebuilding
$519,210
$802,028
$731,783
(35)%
10%
Financial services
34,979
48,890
39,494
(28)
24
Total
554,189
850,918
771,277
(35)
10
Income tax expense
(125,400)
(195,900)
(181,100)
36
(8)
Net income
$428,789
$655,018
$590,177
(35)%
11%
Earnings per share:
Basic
$6.28
$8.70
$7.25
(28)%
20%
Diluted
$6.15
$8.45
$7.03
(27)%
20%
Housing market conditions in 2025 were challenging despite solid underlying drivers, mainly favorable demographic
trends in population growth and household formation, along with relatively steady employment levels and an ongoing structural
undersupply of new homes.  Compared to 2024, demand was softer as tepid consumer confidence, macroeconomic and
geopolitical uncertainties, affordability challenges and persistently elevated mortgage loan interest rates over the course of the
year limited the pool of actionable buyers and caused many of those buyers to hesitate on making purchase decisions.  At the
same time, during 2025, we believe we executed well operationally, maintaining high customer satisfaction levels, further
improving build times, lowering construction costs and balancing pace and price to optimize each asset.  Additionally, to help
navigate the current environment, we implemented a simplified sales strategy focused on providing a straightforward,
transparent base price, with limited, if any, concessions or incentives, that is intended to offer to our customers a compelling
value competitive with area resale home prices.  With this strategy, which we began instituting on a community-by-community
basis in mid-February 2025 to stimulate demand, we both reduced selling prices relative to applicable market conditions and
lowered or eliminated other homebuyer concessions.
With these market dynamics, our net orders in 2025 decreased 11% year over year to 11,596, and the pace of monthly net
orders per community was 3.7 compared to 4.4 in 2024.  Reflecting the price reductions we put in place per our sales strategy,
and expanded on in certain underperforming communities to align with local demand, the value of our net orders for 2025 was
down 17% year over year as a result of the decline in net orders and a 6% decrease in the overall average selling price of net
orders to $463,200. 
In the 2025 fourth quarter, our net orders and net order value decreased 10% and 17%, respectively, year over year.  Our
cancellation rate as a percentage of gross orders for the 2025 fourth quarter was 18%, compared to 17% for the 2024 fourth
quarter and, together with our improved build times compared to a year ago, our homes delivered as a percentage of backlog at
the beginning of the quarter increased to 84% for the 2025 fourth quarter from 69% for the year-earlier quarter.
30
Homebuilding revenues for 2025 and 2024 were comprised of housing revenues and nominal land sale revenues.  Our 2025
housing revenues of $6.21 billion declined 10% from the previous year due to a 9% decrease in the number of homes delivered
to 12,902 and a slight decrease in the overall average selling price of those homes to $481,400.  Approximately 50% of our
homes delivered in 2025 were to first-time homebuyers.  Homebuilding operating income for 2025 was $507.1 million,
compared to $763.9 million for 2024 and, as a percentage of homebuilding revenues was 8.2%, compared to 11.1%.  Our
homebuilding operating income margin for 2025 primarily reflected a lower housing gross profit margin and an increase in
selling, general and administrative expenses as a percentage of housing revenues.  Our housing gross profit margin for 2025
was 18.6%, compared to 21.0% for 2024, due to price reductions, higher relative land costs, geographic mix, and an increase in
inventory-related charges, partly offset by lower construction costs.  Our selling, general and administrative expenses as a
percentage of housing revenues of 10.4% for 2025 increased 40 basis points year over year, primarily reflecting higher
marketing expenses associated with our expanded community count, higher relative general and administrative expenses, and
decreased operating leverage from lower housing revenues.  General and administrative expenses for 2025 included
$16.0 million of stock-based compensation expense recognized on an accelerated basis for certain equity awards granted in
October 2025 that included new provisions for accelerated vesting of restricted stock and continued vesting of PSUs for long-
tenured employees upon retirement.  Total pretax income for 2025 decreased to $554.2 million from $850.9 million for 2024,
which included a $12.5 million gain associated with the sale of our ownership interest in a privately held technology company. 
Net income and diluted earnings per share for 2025 were $428.8 million and $6.15, respectively, compared to $655.0 million
and $8.45, respectively for 2024.  Our diluted earnings per share for 2025 reflected lower net income, partly offset by the
favorable impact of our common stock repurchases over the past several quarters.
We believe our strong balance sheet and liquidity position helped provide us with flexibility to operate effectively while
navigating the evolving market conditions throughout the year.  We continue to take a disciplined and balanced approach in
allocating capital, guided by market conditions and our priorities of investing in land and land development to support future
growth and returning capital to our stockholders.  Given the prevailing environment and our land pipeline, we began
moderating our investments in land and land development in the 2025 second quarter while increasing our share repurchases. 
Even with this shift, we maintained our land investments at a level that we believe will support our current growth projections. 
For 2025, our investments in land and land development totaled $2.61 billion, an 8% decrease year over year.  During this same
period, we repurchased approximately 9.4 million shares of our common stock at a total cost of $538.5 million, compared to 4.7
million shares at a total cost of $350.0 million in 2024.
On November 12, 2025, we obtained an upsized $1.20 billion five-year Credit Facility, refinancing and replacing our prior
$1.09 billion unsecured revolving credit facility, which we voluntarily terminated on the same date.  We also extended the
maturity of our $360.0 million Term Loan to 2029.  Our next senior note maturity is on June 15, 2027.  We ended 2025 with
total liquidity of $1.43 billion, comprised of $228.6 million of cash and cash equivalents and nearly $1.20 billion of available
capacity under our Credit Facility.  We had no cash borrowings outstanding under the Credit Facility at November 30, 2025. 
Reflecting our investments in land and land development, we ended 2025 with 271 active communities, up 5% year over
year.  The number of homes in our ending backlog at November 30, 2025 was down 29% year over year to 3,128, partly due to
an 18% improvement in our 2025 average build time.  At the same time, with our planned new community openings in 2026,
we believe we are well-positioned to achieve our projections for the 2026 first quarter and full year, as described below under
“Outlook.” 
31
HOMEBUILDING
Financial Results.  The following table presents a summary of certain financial and operational data for our homebuilding
operations (dollars in thousands, except average selling price):
 
Years Ended November 30,
 
2025
2024
2023
Revenues:
Housing
$6,210,560
$6,898,667
$6,370,421
Land
1,345
3,572
10,685
Total
6,211,905
6,902,239
6,381,106
Costs and expenses:
Construction and land costs
Housing
(5,057,312)
(5,449,382)
(5,020,783)
Land
(1,348)
(2,101)
(9,492)
Total
(5,058,660)
(5,451,483)
(5,030,275)
Selling, general and administrative expenses
(646,182)
(686,848)
(632,094)
Total
(5,704,842)
(6,138,331)
(5,662,369)
Operating income
507,063
763,908
718,737
Interest income and other
7,386
32,101
13,759
Equity in income (loss) of unconsolidated joint ventures
5,715
6,019
(713)
Loss on early extinguishment of debt
(954)
Homebuilding pretax income
$519,210
$802,028
$731,783
Homes delivered
12,902
14,169
13,236
Average selling price
$481,400
$486,900
$481,300
Housing gross profit margin as a percentage of housing revenues
18.6%
21.0%
21.2%
Adjusted housing gross profit margin as a percentage of housing revenues
19.1%
21.1%
21.4%
Selling, general and administrative expenses as a percentage of housing
revenues
10.4%
10.0%
9.9%
Operating income as a percentage of homebuilding revenues
8.2%
11.1%
11.3%
RevenuesHomebuilding revenues for 2025 and 2024 were comprised of housing revenues and land sale revenues.  In
2025, homebuilding revenues totaled $6.21 billion, representing a 10% decrease from the prior year mostly due to lower
housing revenues. 
In 2025, housing revenues declined 10% from the previous year, reflecting a 9% decrease in the number of homes
delivered and a slight decrease in their overall average selling price.  Our 2025 housing revenues were down year over year in
each of our homebuilding reporting segments, ranging from 5% in our Southwest segment to 19% in our Central segment.  The
slightly lower average selling price primarily reflected a combination of product and geographic mix factors, as well as the
strategic price reductions we implemented in response to softer market conditions in 2025. 
We generated $1.3 million of land sale revenues in 2025, compared to $3.6 million of such revenues in 2024.  Generally,
land sale revenues fluctuate with our decisions to maintain or decrease our land ownership position in certain markets based
upon the volume of our holdings, our business strategy, the strength and number of developers and other land buyers in
particular markets at given points in time, the availability of opportunities to sell land at acceptable prices and prevailing market
conditions.
Operating IncomeOur homebuilding operating income decreased 34% in 2025, as compared to the previous year,
primarily reflecting lower housing gross profits, partly offset by lower selling, general and administrative expenses.  In 2025
and 2024, homebuilding operating income included total inventory-related charges of $32.1 million and $4.6 million,
respectively, as discussed in Note 7Inventory Impairments and Land Option Contract Abandonments in the Notes to
32
Consolidated Financial Statements in this report.  As a percentage of homebuilding revenues, our homebuilding operating
income for 2025 decreased 290 basis points year over year to 8.2%, mainly due to a lower housing gross profit margin and
higher selling, general and administrative expenses as a percentage of housing revenues.  Excluding inventory-related charges
for both periods, our homebuilding operating income margin declined 240 basis points to 8.7% in 2025 from 11.1% in 2024. 
Housing Gross Profits – In 2025, housing gross profits of $1.15 billion were down 20% from the previous year,
reflecting both lower housing revenues and a decrease in our housing gross profit margin.  Housing gross profits for
2025 and 2024 included inventory-related charges associated with housing operations of $32.1 million and $4.6
million, respectively.   
Our housing gross profit margin for 2025 was 18.6%, down 240 basis points from the previous year due to price
reductions, higher relative land costs, geographic mix, and an increase in inventory-related charges, partly offset by
lower construction costs.  As a percentage of housing revenues, the amortization of previously capitalized interest
associated with housing operations, which is included in construction and land costs, was 1.8% for 2025 and 1.7% for
2024.  Excluding the above-mentioned inventory-related charges associated with housing operations, our adjusted
housing gross profit margin decreased 200 basis points year over year to 19.1% in 2025.  The calculation of adjusted
housing gross profit margin, which we believe provides a clearer measure of the performance of our business, is
described below under “Non-GAAP Financial Measures.”
Land Sale Profits – Land sales generated break-even results in 2025.  Land sale profits for 2024 totaled $1.5 million. 
Selling, General and Administrative Expenses – The following table presents the components of our selling, general
and administrative expenses (dollars in thousands):
Years Ended November 30,
2025
% of
Housing
Revenues
2024
% of
Housing
Revenues
2023
% of
Housing
Revenues
Marketing expenses
$163,469
2.6%
$158,108
2.3%
$143,577
2.2%
Commission expenses (a)
211,643
3.4
238,327
3.5
222,743
3.5
General and administrative expenses
271,070
4.4
290,413
4.2
265,774
4.2
Total
$646,182
10.4%
$686,848
10.0%
$632,094
9.9%
(a)Commission expenses include sales commissions on homes delivered paid to internal sales counselors and
external real estate brokers.
Reflecting our continued focus on prudently managing our costs and generally aligning our overhead structure with
our volume of homes delivered, selling, general and administrative expenses for 2025 decreased 6% from the prior
year.  As a percentage of housing revenues, selling, general and administrative expenses for 2025 increased 40 basis
points, compared to 2024, primarily reflecting decreased operating leverage from lower housing revenues.  General
and administrative expenses for 2025 included $16.0 million of stock-based compensation expense recognized on an
accelerated basis for certain equity awards granted in October 2025 that included new provisions for accelerated
vesting of restricted stock and continued vesting of PSUs for long-tenured employees upon retirement. 
Interest Income/Expense and OtherIn 2025, interest income and other was comprised solely of interest income.  In 2024,
interest income and other was comprised of interest income and a $12.5 million gain associated with the sale of our ownership
interest in a privately held technology company.  Further information regarding this gain is provided in Note 11Other Assets
in the Notes to Consolidated Financial Statements in this report.
Interest income, which is generated from short-term investments, was $7.4 million in 2025, compared to $19.6 million in
2024 due to our lower average balance of cash equivalents and a lower average interest rate in 2025.  Generally, increases and
decreases in interest income are attributable to changes in the interest-bearing average balances of short-term investments and
fluctuations in interest rates.
We incur interest principally from borrowings used to finance land acquisitions, land development, home construction and
other operating and capital needs.  The amount of interest incurred generally fluctuates based on the average amount of debt
outstanding for the period and the interest rate on that debt.  In 2025, total interest incurred was $113.9 million, compared to
$105.6 million in 2024, primarily due to borrowings during 2025 under the unsecured revolving credit facility we had in place
prior to entering into the Credit Facility in November.  As of November 30, 2025, no cash borrowings were outstanding under
the Credit Facility.  All interest incurred in 2025 and 2024 was capitalized, as the average amount of inventory qualifying for
interest capitalization exceeded the average debt level for each period.  Consequently, we had no interest expense for 2025 or
33
2024.  Further information regarding our interest incurred and capitalized is provided in Note 6Inventories in the Notes to
Consolidated Financial Statements in this report.
Equity in Income of Unconsolidated Joint VenturesOur equity in income of unconsolidated joint ventures was $5.7
million for 2025, compared to $6.0 million for 2024.  Further information regarding our investments in unconsolidated joint
ventures is provided in Note 9 – Investments in Unconsolidated Joint Ventures in the Notes to Consolidated Financial
Statements in this report.
Loss on Early Extinguishment of Debt.  In 2025, we recognized a $1.0 million loss on the early extinguishment of debt in
connection with our obtaining a $1.20 billion Credit Facility, which refinanced and replaced our prior $1.09 billion unsecured
revolving credit facility that had a February 18, 2027 maturity date, and the amendment of our Term Loan, extending its
maturity to 2029.  Further information regarding these transactions is provided in Note 15Notes Payable in the Notes to
Consolidated Financial Statements in this report. 
Net Orders, Backlog and Community Count.  The following table presents information about our net orders, cancellation
rate, ending backlog, and community count for the years ended November 30, 2025 and 2024 (dollars in thousands):
Years Ended November 30,
2025
2024
Net orders
11,596
13,093
Net order value (a)
$5,371,005
$6,473,895
Cancellation rate (b)
17%
14%
Ending backlog — homes
3,128
4,434
Ending backlog — value
$1,403,352
$2,242,907
Ending community count
271
258
Average community count
260
248
(a)Net order value represents potential future housing revenues associated with net orders generated during the period, as well
as homebuyer selections of lot and product premiums and design choices and options for homes in backlog during the same
period.
(b)Cancellation rate represents the total number of contracts for new homes cancelled during a period divided by the total
(gross) orders for new homes generated during the same period.
Net Orders.  Net orders from our homebuilding operations for the year ended November 30, 2025 decreased 11% from the
previous year, and the pace of monthly net orders per community was 3.7 in 2025, compared to 4.4 in 2024.  The decreases in
our net orders and monthly pace per community reflected softer market conditions in 2025. 
In navigating the current environment, we implemented a simplified sales strategy focused on providing a straightforward,
transparent base price, with limited, if any, concessions or incentives, that is intended to offer to our customers a compelling
value competitive with area resale home prices.  With this strategy, which we began instituting on a community-by-community
basis in mid-February 2025 to stimulate demand, we both reduced selling prices relative to applicable market conditions and
lowered or eliminated other homebuyer concessions.  Reflecting the price reductions we put in place per our sales strategy, and
expanded on in certain underperforming communities to align with local demand, the value of our net orders for 2025 was
down 17% year over year as a result of the decline in net orders and a 6% decrease in the overall average selling price of net
orders to $463,200.  In 2025, the year-over-year decline in our overall net order value reflected decreases in each of our
homebuilding reporting segments, ranging from 3% in our Southeast segment to 27% in our Central segment.
Our cancellation rate as a percentage of gross orders for the year ended November 30, 2025 was 17% compared to 14% in
the previous year.
Backlog.  The number of homes in our backlog at November 30, 2025 decreased 29% from the previous year mainly due to
an 18% improvement in our 2025 average build time as well as the decrease in our net orders.  The potential future housing
revenues in our backlog at November 30, 2025 were down 37% year over year, reflecting fewer homes in our backlog and an
11% decrease in the average selling price of those homes.  Backlog value decreased in each of our four homebuilding reporting
segments, ranging from 21% in our Southeast segment to 59% in our Southwest segment.  Based on our historical experience, a
portion of the homes in backlog will not result in homes delivered due to cancellations. 
34
Community Count.  In 2025, our average community count and our ending community count each expanded 5% from the
previous year.  The year-over-year increase in our average and ending community counts primarily reflected our investments in
land and land development in 2024 and 2025 generating new community openings over the past 12 months that exceeded the
number of communities selling out during the same period.  Our investments in land and land development for the year are
discussed below under “Liquidity and Capital Resources.”
HOMEBUILDING REPORTING SEGMENTS
Operational Data.  The following tables present information about our homes delivered, net orders, cancellation rates as a
percentage of gross orders, net order value, average community count, and ending backlog (number of homes and value) by
homebuilding reporting segment (dollars in thousands):
Years Ended November 30,
Homes Delivered
Net Orders
Cancellation Rates
Segment
2025
2024
2025
2024
2025
2024
West Coast
3,965
4,316
3,695
3,982
16%
14%
Southwest
2,621
2,890
1,954
2,645
14
10
Central
3,437
4,051
3,176
3,917
16
14
Southeast
2,879
2,912
2,771
2,549
20
19
Total
12,902
14,169
11,596
13,093
17%
14%
 
Net Order Value
Average Community Count
Segment
2025
2024
Variance
2025
2024
Variance
West Coast
$2,390,015
$2,780,631
(14)%
89
80
11%
Southwest
933,552
1,225,604
(24)
38
43
(12)
Central
1,035,654
1,427,132
(27)
67
76
(12)
Southeast
1,011,784
1,040,528
(3)
66
49
35
Total
$5,371,005
$6,473,895
(17)%
260
248
5%
November 30,
 
Backlog – Homes
Backlog – Value
Segment
2025
2024
Variance
2025
2024
Variance
West Coast
941
1,211
(22)%
$573,572
$874,364
(34)%
Southwest
467
1,134
(59)
220,477
532,371
(59)
Central
872
1,133
(23)
294,894
436,093
(32)
Southeast
848
956
(11)
314,409
400,079
(21)
Total
3,128
4,434
(29)%
$1,403,352
$2,242,907
(37)%
As discussed above under Item 1 – Business in this report, the composition of our homes delivered, net orders and backlog
shifts with the product and geographic mix of our active communities and the corresponding average selling prices of the
homes ordered and/or delivered at these communities in any particular period, changing as new communities open and existing
communities wind down or sell out in the ordinary course.  In addition, with our Built to Order model, the selling prices of
individual homes within a community may vary due to differing lot sizes and locations, home square footage, product
premiums and the design choices and options buyers select.  These intrinsic variations in our business limit the comparability of
our homes delivered, net orders and backlog, as well as their corresponding values, between sequential and year-over-year
periods, in addition to the effect of prevailing economic or housing market conditions in or across any particular periods.
Financial Results.  Below is a discussion of the financial results of each of our homebuilding reporting segments.  Further
information regarding these segments, including their pretax income (loss), is included in Note 2 – Segment Information in the
Notes to Consolidated Financial Statements in this report.  The difference between each homebuilding reporting segment’s
35
operating income (loss) and pretax income (loss) is generally due to the equity in income (loss) of unconsolidated joint
ventures, and/or interest income and expense. 
In addition to the results of our homebuilding reporting segments presented below, our consolidated homebuilding
operating income includes the results of Corporate and other, a non-operating segment described in Note 2 – Segment
Information in the Notes to Consolidated Financial Statements in this report.  Corporate and other had operating losses of
$157.8 million in 2025, $149.0 million in 2024 and $142.6 million in 2023. 
The financial results of our homebuilding reporting segments for 2025 and 2024 were impacted to varying degrees by price
reductions and homebuyer concessions selectively extended to buyers in conjunction with our sales strategies, as well as
product and geographic mix shifts of homes delivered. 
West Coast.  The following table presents financial information related to our West Coast homebuilding reporting segment
for the years indicated (dollars in thousands, except average selling price):
 
Years Ended November 30,
Variance
 
2025
2024
2023
2025 vs 2024
2024 vs 2023
Revenues
$2,691,665
$2,932,058
$2,321,093
(8) %
26 %
Construction and land costs
(2,210,493)
(2,367,008)
(1,888,422)
7
(25)
Selling, general and administrative
expenses
(181,636)
(195,436)
(165,712)
7
(18)
Operating income
$299,536
$369,614
$266,959
(19) %
38  %
Homes delivered
3,965
4,316
3,365
(8)  %
28 %
Average selling price
$678,600
$679,300
$689,800
%
(2)  %
Operating income as a percentage of
revenues
11.1%
12.6%
11.5%
(150)bps
110 bps
In 2025 and 2024, this segment’s revenues consisted of housing revenues and nominal land sale revenues.  Housing
revenues of $2.69 billion for 2025 declined 8% from $2.93 billion in 2024 due to a decrease in the number of homes delivered,
as the average selling price was about the same as the prior year.  Operating income for 2025 was down year over year,
reflecting lower housing gross profits, partially offset by lower selling, general and administrative expenses.  As a percentage of
revenues, this segment’s 2025 operating income decreased from the previous year, reflecting a 140 basis-point decline in the
housing gross profit margin to 17.9% and a 10 basis-point increase in selling, general and administrative expenses as a
percentage of housing revenues to 6.8%.  The housing gross profit margin decline primarily reflected higher relative land costs,
partly offset by lower construction costs.  Inventory-related charges associated with housing operations were $4.3 million in
2025, compared to $2.9 million in 2024. 
Southwest.  The following table presents financial information related to our Southwest homebuilding reporting segment
for the years indicated (dollars in thousands, except average selling price):
 
Years Ended November 30,
Variance
 
2025
2024
2023
2025 vs 2024
2024 vs 2023
Revenues
$1,245,446
$1,309,950
$1,169,948
(5)  %
12  %
Construction and land costs
(942,438)
(984,730)
(896,089)
4
(10)
Selling, general and administrative
expenses
(89,198)
(96,438)
(85,235)
8
(13)
Operating income
$213,810
$228,782
$188,624
(7)  %
21  %
Homes delivered
2,621
2,890
2,699
(9)  %
7  %
Average selling price
$475,200
$453,300
$431,200
5  %
5  %
Operating income as a percentage of
revenues
17.2%
17.5%
16.1%
(30)bps
140bps
This segment’s revenues in 2025 and 2024 were generated solely from housing revenues.  Housing revenues for 2025
declined 5% year over year, reflecting a decrease in the number of homes delivered, partly offset by an increase in their average
selling price.  Operating income was down from the previous year, primarily due to lower housing gross profits, partly offset by
lower selling, general and administrative expenses.  As a percentage of revenues, operating income decreased due to a 50 basis-
36
point decline in the housing gross profit margin to 24.3%, partially offset by a 20 basis-point improvement in selling, general
and administrative expenses as a percentage of housing revenues to 7.2%.  The year-over-year decrease in the housing gross
profit margin mainly reflected higher relative land costs, partially offset by lower construction costs.  Inventory-related charges
associated with housing operations were $1.6 million in 2025, compared to $.3 million in 2024. 
Central.  The following table presents financial information related to our Central homebuilding reporting segment for the
years indicated (dollars in thousands, except average selling price):
 
Years Ended November 30,
Variance
 
2025
2024
2023
2025 vs 2024
2024 vs 2023
Revenues
$1,176,853
$1,452,794
$1,831,914
(19)  %
(21)  %
Construction and land costs
(981,369)
(1,136,420)
(1,420,063)
14
20
Selling, general and administrative
expenses
(121,993)
(144,942)
(153,248)
16
5
Operating income
$73,491
$171,432
$258,603
(57)  %
(34)  %
Homes delivered
3,437
4,051
4,506
(15)  %
(10) %
Average selling price
$342,400
$357,800
$405,500
(4) %
(12)  %
Operating income as a percentage of
revenues
6.2%
11.8%
14.1%
(560)bps
(230)bps
This segment’s revenues in 2025 were generated solely from housing operations.  In 2024, revenues were comprised of
both housing revenues and land sale revenues.  Housing revenues for 2025 declined 19% from $1.45 billion in the prior year,
reflecting decreases in both the number of homes delivered and the average selling price of those homes.  Land sale revenues
were $3.2 million in 2024.  Operating income for 2025 was down year over year mainly due to lower housing gross profits,
partly offset by lower selling, general and administrative expenses.  Land sale profits were $1.1 million in 2024.  As a
percentage of revenues, operating income declined from the previous year, reflecting a 510 basis-point decrease in the housing
gross profit margin to 16.6% and a 40 basis-point increase in selling, general and administrative expenses as a percentage of
housing revenues to 10.4%.  The year-over-year decline in the housing gross profit margin was mainly driven by price
reductions, higher relative land costs, geographic mix, an increase in inventory-related charges, and reduced operating leverage
from lower housing revenues.  The housing gross profit margin for 2025 included inventory-related charges of $20.4 million,
compared to $.8 million in 2024.  The year-over-year increase in selling, general and administrative expenses as a percentage of
housing revenues was primarily due to reduced operating leverage from lower housing revenues.
SoutheastThe following table presents financial information related to our Southeast homebuilding reporting segment for
the years indicated (dollars in thousands, except average selling price):
 
Years Ended November 30,
Variance
 
2025
2024
2023
2025 vs 2024
2024 vs 2023
Revenues
$1,097,941
$1,207,437
$1,058,151
(9) %
14 %
Construction and land costs
(916,556)
(956,682)
(815,760)
4
(17)
Selling, general and administrative
expenses
(103,382)
(107,642)
(95,262)
4
(13)
Operating income
$78,003
$143,113
$147,129
(45)%
(3)%
Homes delivered
2,879
2,912
2,666
(1) %
9 %
Average selling price
$381,200
$414,600
$396,900
(8) %
4 %
Operating income as a percentage of
revenues
7.1%
11.9%
13.9%
(480)bps
(200)bps
In 2025, this segment’s revenues were comprised of housing revenues and nominal land sale revenues.  This segment’s
revenues for 2024 were generated solely from housing operations.  In 2025, housing revenues declined 9% year over year to
$1.10 billion, largely due to a decrease in the average selling price of homes delivered, as the number of homes delivered was
nearly even with the prior year.  Operating income was down from 2024, reflecting lower housing gross profits, partially offset
by lower selling, general and administrative expenses.  As a percentage of revenues, operating income decreased from 2024
primarily due to a 430 basis-point decline in the housing gross profit margin to 16.5% and a 50 basis-point increase in selling,
general and administrative expenses as a percentage of housing revenues to 9.4%.  The year-over-year decrease in the housing
37
gross profit margin for 2025 mainly reflected price reductions, higher relative land costs, geographic mix, increased inventory-
related charges and decreased operating leverage from lower housing revenues.  In 2025, inventory-related charges associated
with housing operations were $5.7 million, compared to $.5 million in 2024.  The year-over-year increase in selling, general
and administrative expenses as a percentage of housing revenues was primarily due to reduced operating leverage from lower
housing revenues as well as higher marketing and other expenses associated with our expanded community count in this
segment.
FINANCIAL SERVICES REPORTING SEGMENT
The following table presents a summary of selected financial and operational data for our financial services reporting
segment (dollars in thousands):
 
Years Ended November 30,
 
2025
2024
2023
Revenues
$24,309
$27,847
$29,523
Expenses
(6,120)
(6,133)
(5,726)
Equity in income of unconsolidated joint ventures
16,790
27,176
15,697
Pretax income
$34,979
$48,890
$39,494
Total originations (a):
Loans
9,036
10,241
9,167
Principal
$3,639,936
$4,109,025
$3,630,734
Percentage of homebuyers using KBHS
85%
87%
83%
Average FICO score
743
743
736
Loans sold (a):
Loans sold to GR Alliance
6,911
9,240
9,017
Principal
$2,787,260
$3,682,769
$3,588,618
Loans sold to other third parties
1,933
1,121
347
Principal
$799,909
$469,207
$123,258
Mortgage loan origination mix (a):
Conventional/non-conventional loans
48%
53%
59%
FHA loans
39%
35%
27%
Other government loans
13%
12%
14%
Loan type (a):
Fixed
85%
84%
92%
ARM
15%
16%
8%
(a)Loan originations and sales occurred within KBHS.
Revenues.  Our financial services reporting segment, which includes the operations of KB HOME Mortgage Company,
generates revenues primarily from insurance commissions and title services. In 2025, financial services revenues declined 13%
year over year due to decreases in both insurance commissions and title services revenues. 
Pretax income.  Our financial services pretax income for 2025 declined 28% from the previous year due to a decrease in
the equity in income of our unconsolidated joint venture, KBHS, as well as lower operating income from our insurance and title
services businesses.  In 2025, the equity in income of our unconsolidated joint ventures decreased 38% year over year,
reflecting KBHS’ lower income.  The year-over-year decrease in KBHS’ income was primarily due to a loss of $11.4 million in
the fair value of interest rate lock commitments (“IRLCs”) in 2025, compared to a gain of $2.1 million in 2024.  Also
contributing to the year-over-year decrease in KBHS’ income was a lower principal amount of loans originated, which mainly
reflected decreases in both the number of homes we delivered and the percentage of homebuyers using KBHS.  In 2025, 85% of
the buyers financing their home purchases used KBHS, compared to 87% in the prior year.  Further information regarding our
investments in unconsolidated joint ventures is provided in Note 9 – Investments in Unconsolidated Joint Ventures in the Notes
to Consolidated Financial Statements in this report.
38
INCOME TAXES
Income Tax Expense.  Our income tax expense and effective income tax rate were as follows (dollars in thousands):
 
Years Ended November 30,
 
2025
2024
2023
Income tax expense
$125,400
$195,900
$181,100
Effective income tax rate
22.6%
23.0%
23.5%
Our effective tax rate for 2025 was slightly lower than the previous year, mainly due to a decrease in our blended state tax
rate. 
On June 27, 2024, California enacted Senate Bill 167 (“SB-167”), which, among other things, suspended California net
operating loss (“NOL”) utilization and imposed a cap of $5.0 million on the amount of California business incentive tax credits
companies can utilize, effective for tax years beginning on or after January 1, 2024 and before January 1, 2027.  This act
suspends our ability to use our California NOLs for the years ended November 30, 2025 through 2027.  SB-167 includes an
extended carryover period for the suspended California NOLs with an additional year carryforward for each year of suspension. 
This act had no impact on our income tax expense for the year ended November 30, 2025 and will have no impact on our
income tax expense in future periods.  However, it is expected to impact the timing of tax payments, resulting in a higher
amount of taxes paid for the years ended November 30, 2025 through 2027 and a lower amount of taxes paid when the
California NOLs can be utilized.
Internal Revenue Service (“IRS”) guidance issued in 2023 heightened the Section 45L energy-efficiency qualification
standard for homes built in California relative to other states.  This guidance, along with our decision to build homes in many of
our markets beginning in 2025 that are highly energy efficient and qualify for ENERGY STAR certification but do not qualify
for Section 45L tax credits, impacted the tax credits we recognized for 2025 relative to 2024.  We believe the additional costs
necessary to satisfy the higher standards for some of our homes outweigh the possible benefits of meeting those standards for
both our business and our buyers. 
On July 4, 2025, the OBBBA was signed into law.  Among its provisions is the repeal of Section 45L tax credits for new
energy-efficient homes delivered after June 30, 2026.  As a result, beginning in our 2026 third quarter, our income tax expense
and effective tax rate will no longer reflect a benefit from such tax credits as to homes delivered after the effective date.  We do
not expect the other tax-related provisions of the OBBBA to have a material effect on our effective tax rate for the year ending
November 30, 2026.
Under current accounting standards, we expect volatility in our income tax expense in future periods, the magnitude of
which will depend on, among other factors, the price of our common stock and the timing and volume of stock-based
compensation award activity, such as employee exercises of stock options and the vesting of restricted stock awards and
performance-based restricted stock units (each, a “PSU”).
Further information regarding our income taxes is provided in Note 14Income Taxes in the Notes to Consolidated
Financial Statements in this report.
NON-GAAP FINANCIAL MEASURES
This report contains information about our adjusted housing gross profit margin, which is not calculated in accordance with
generally accepted accounting principles (“GAAP”).  We believe this non-GAAP financial measure is relevant and useful to
investors in understanding our operations, and may be helpful in comparing us with other companies in the homebuilding
industry to the extent they provide similar information.  However, because it is not calculated in accordance with GAAP, this
non-GAAP financial measure may not be completely comparable to other companies in the homebuilding industry and, thus,
should not be considered in isolation or as an alternative to operating performance and/or financial measures prescribed by
GAAP.  Rather, this non-GAAP financial measure should be used to supplement the most directly comparable GAAP financial
measure in order to provide a greater understanding of the factors and trends affecting our operations.
39
Adjusted Housing Gross Profit Margin.  The following table reconciles our housing gross profit margin calculated in
accordance with GAAP to the non-GAAP financial measure of our adjusted housing gross profit margin (dollars in thousands):
 
Years Ended November 30,
 
2025
2024
2023
Housing revenues
$6,210,560
$6,898,667
$6,370,421
Housing construction and land costs
(5,057,312)
(5,449,382)
(5,020,783)
Housing gross profits
1,153,248
1,449,285
1,349,638
Add: Inventory-related charges (a)
32,051
4,597
11,424
Adjusted housing gross profits
$1,185,299
$1,453,882
$1,361,062
Housing gross profit margin as a percentage of housing revenues
18.6%
21.0%
21.2%
Adjusted housing gross profit margin as a percentage of housing revenues
19.1%
21.1%
21.4%
(a)Represents inventory impairment and land option contract abandonment charges associated with housing operations.
Adjusted housing gross profit margin is a non-GAAP financial measure, which we calculate by dividing housing revenues
less housing construction and land costs excluding housing inventory impairment and land option contract abandonment
charges (as applicable) recorded during a given period, by housing revenues.  The most directly comparable GAAP financial
measure is housing gross profit margin.  We believe adjusted housing gross profit margin is a relevant and useful financial
measure to investors in evaluating our performance as it measures the gross profits we generated specifically on the homes
delivered during a given period.  This non-GAAP financial measure isolates the impact that the housing inventory impairment
and land option contract abandonment charges have on housing gross profit margins, and allows investors to make comparisons
with our competitors that adjust housing gross profit margins in a similar manner.  We also believe investors will find adjusted
housing gross profit margin relevant and useful because it represents a profitability measure that may be compared to a prior
period without regard to variability of housing inventory impairment and land option contract abandonment charges.  This
financial measure assists us in making strategic decisions regarding community location and product mix, product pricing and
construction pace. 
SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION
As of November 30, 2025, we had $1.34 billion in aggregate principal amount of outstanding senior notes, no borrowings
outstanding under the Credit Facility and $360.0 million in aggregate principal amount of borrowings outstanding under the
Term Loan.  Our obligations to pay principal and interest on the senior notes and borrowings, if any, under the Credit Facility
and the Term Loan are guaranteed on a joint and several basis by certain of our subsidiaries (“Guarantor Subsidiaries”), which
are listed on Exhibit 22.  Our other subsidiaries, including all of our subsidiaries associated with our financial services
operations, do not guarantee any such indebtedness (collectively, “Non-Guarantor Subsidiaries”), although we may cause a
Non-Guarantor Subsidiary to become a Guarantor Subsidiary if we believe it to be in our or the relevant subsidiary’s best
interest.  See Note 15Notes Payable in the Notes to Consolidated Financial Statements in this report for additional
information regarding the terms of our senior notes, the Credit Facility and the Term Loan. 
The guarantees are full and unconditional and the Guarantor Subsidiaries are 100% owned by us.  The guarantees are
senior unsecured obligations of each of the Guarantor Subsidiaries and rank equally in right of payment with all unsecured and
unsubordinated indebtedness and guarantees of such Guarantor Subsidiaries.  The guarantees are effectively subordinated to
any secured indebtedness of such Guarantor Subsidiaries to the extent of the value of the assets securing such indebtedness, and
structurally subordinated to indebtedness and other liabilities of Non-Guarantor Subsidiaries.
Pursuant to the terms of the indenture governing the senior notes and the terms of the Credit Facility and Term Loan, if any
of the Guarantor Subsidiaries ceases to be a “significant subsidiary” as defined by Rule 1-02 of Regulation S-X using a 5%
rather than a 10% threshold (provided that the assets of our Non-Guarantor Subsidiaries do not in the aggregate exceed 10% of
an adjusted measure of our consolidated total assets), it will be automatically and unconditionally released and discharged from
its guaranty of the senior notes, the Credit Facility and the Term Loan so long as all guarantees by such Guarantor Subsidiary of
any other of our or our subsidiaries’ indebtedness are terminated at or prior to the time of such release.
40
The following tables present summarized financial information for KB Home and the Guarantor Subsidiaries on a
combined basis, excluding unconsolidated joint ventures and after the elimination of (a) intercompany transactions and balances
between KB Home and the Guarantor Subsidiaries and (b) equity in earnings from and investments in the Non-Guarantor
Subsidiaries.  See Note 9 Investments in Unconsolidated Joint Ventures in the Notes to Consolidated Financial Statements in
this report for additional information regarding our unconsolidated joint ventures.
November 30,
2025
Summarized Balance Sheet Data (in thousands)
Assets
Cash
$170,338
Inventories
5,311,390
Amounts due from Non-Guarantor Subsidiaries
278,680
Total assets
6,360,871
Liabilities and Stockholders’ Equity
Notes payable
1,692,977
Amounts due to Non-Guarantor Subsidiaries
438,762
Total liabilities
2,831,933
Stockholders’ equity
3,528,938
Year Ended
November 30,
2025
Summarized Statement of Operations Data (in thousands)
Revenues
$5,824,353
Construction and land costs
(4,712,675)
Selling, general and administrative expenses
(624,471)
Interest income from Non-Guarantor Subsidiaries
20,629
Pretax income
512,636
Net income
396,936
LIQUIDITY AND CAPITAL RESOURCES
Overview.  We have funded our homebuilding and financial services activities over the last several years with:
internally generated cash flows;
public issuances of debt securities;
borrowings under the Credit Facility;
the Term Loan;
land option contracts and other similar contracts and seller notes;
public issuances of our common stock; and
letters of credit and performance bonds.
We manage our use of cash in the operation of our business to support the execution of our primary strategic goals.  Over
the past several years, we have primarily used cash for:
land acquisitions and land development;
home construction;
operating expenses;
principal and interest payments on notes payable;
repayments of borrowings under the Credit Facility;
dividends paid to stockholders; and
repurchases of our common stock.
Cash flows for each of our communities depend on their stage of development and can differ significantly from reported
earnings.  Early stages of development or expansion can require significant cash outflows for land acquisition, entitlements,
41
land development, and construction of roads, utilities, landscaping, model homes and other items.  Because these costs are
capitalized as a component of our inventories and are not recognized in our statement of operations until a home is delivered,
we incur significant cash outflows prior to recognizing earnings from a delivered home.  As homes are delivered, which in
some cases may be a year or more after the related land development or entitlement work commences, cash inflows may
significantly exceed earnings reported for financial statement purposes, as the cash outflows associated with the land and home
construction were previously incurred. 
We ended 2025 with total liquidity of $1.43 billion, including cash and cash equivalents and nearly $1.20 billion of
available capacity under the Credit Facility.  Cash and cash equivalents totaled $228.6 million at November 30, 2025, compared
to $598.0 million at November 30, 2024.  Cash equivalents included in the total were $152.6 million at November 30, 2025 and
$385.1 million at November 30, 2024, and were mainly invested in interest-bearing bank deposit accounts and money market
funds.  We had no cash borrowings outstanding under the Credit Facility as of November 30, 2025.  Based on our financial
position as of November 30, 2025, and our business forecast for 2026 as discussed below under “Outlook,” we have no material
concerns related to our liquidity.  We believe that our existing cash and cash equivalents, our anticipated cash flows from
operations and amounts available under our Credit Facility will be sufficient to fund our anticipated operating and land-related
investment needs for at least the next 12 months. 
Cash Requirements.  Our material cash requirements include the following contractual and other obligations:
Notes Payable.  We have outstanding variable-rate borrowings under the Term Loan, and outstanding fixed-rate senior
notes and mortgages and land contracts due to land sellers and other loans with varying maturities.  As of November 30, 2025,
our notes payable had an aggregate principal amount of $1.70 billion, with $.8 million payable within 12 months.  Future
interest payments associated with the Term Loan and our senior notes, together with the unused commitment fee associated
with our Credit Facility, totaled $379.5 million as of November 30, 2025, with $97.2 million payable within 12 months.  The
Term Loan will mature on November 12, 2029.  Our next senior note maturity is our $300.0 million in aggregate principal
amount of 6.875% Senior Notes due 2027.  Further information regarding our notes payable is provided in Note 15Notes
Payable in the Notes to Consolidated Financial Statements in this report.
Leases.  We have operating leases for certain property and equipment with an expected term at the commencement date of
more than 12 months.  As of November 30, 2025, the future minimum payments required under these leases totaled $21.2
million, with $7.9 million payable within 12 months.  Further information regarding our leases is provided in Note 13Leases
in the Notes to Consolidated Financial Statements in this report.
Inventory-Related Obligations.  As of November 30, 2025, we had inventory-related obligations totaling $48.2 million,
comprised of liabilities for inventory not owned associated with financing arrangements as discussed in Note 8Variable
Interest Entities in the Notes to Consolidated Financial Statements in this report, as well as liabilities for fixed or determinable
amounts associated with tax increment financing entity (“TIFE”) assessments.  Approximately $9.7 million of these inventory-
related obligations are payable within 12 months.  However, TIFE assessment obligations are paid by us only to the extent we
do not deliver homes on applicable lots before the related TIFE obligations mature. 
Investments in Land and Land Development.  Our investments in land and land development decreased 8% to $2.61 billion
in 2025, compared to $2.84 billion in 2024.  Land acquisition expenditures, which are included in our investments in land and
land development, decreased 20% to $992.1 million from $1.24 billion in the year-earlier period.  Approximately 38% of our
total investments in land and land development in 2025 were related to land acquisitions, compared to approximately 44% in
2024.  While we made strategic investments in land and land development in each of our homebuilding reporting segments
during 2025 and 2024, approximately 51% and 58%, respectively, of these investments for each year were made in our West
Coast homebuilding reporting segment. 
In 2026, we intend to continue to invest in and develop land positions within attractive submarkets and selectively acquire
or control additional land that meets our investment standards.  Our investments in land and land development in the future will
depend significantly on market conditions, our expectations for future growth and available opportunities that meet our
investment return standards.
The following table presents the number of lots we owned or controlled under land option contracts and other similar
contracts and the carrying value of inventory by homebuilding reporting segment (dollars in thousands):
42
November 30, 2025
November 30, 2024
Variance
Segment
Lots
Carrying Value
Lots
Carrying Value
Lots
Carrying Value
West Coast
20,750
$3,048,056
23,956
$2,915,543
(3,206)
$132,513
Southwest
11,142
969,260
13,117
845,910
(1,975)
123,350
Central
20,614
758,962
21,056
839,920
(442)
(80,958)
Southeast
12,106
894,524
18,574
926,647
(6,468)
(32,123)
Total
64,612
$5,670,802
76,703
$5,528,020
(12,091)
$142,782
The carrying value of lots we owned or controlled under land option contracts and other similar contracts at November 30,
2025 increased 3% year over year, mainly due to investments in land and land development in 2025.  The number of lots we
owned and controlled as of November 30, 2025 decreased 16% from November 30, 2024, largely reflecting homes delivered
and our decision to abandon 24,596 previously controlled lots, partly offset by newly optioned lots in 2025.  The number of lots
in inventory as of November 30, 2025 included 7,715 lots under contract where the associated deposits were refundable at our
discretion, compared to 18,923 of such lots at November 30, 2024.  Our lots controlled under land option contracts and other
similar contracts as a percentage of total lots was 43% at November 30, 2025, compared to 49% at November 30, 2024. 
Generally, this percentage fluctuates with our decisions to control (or abandon) lots under land option contracts and other
similar contracts or to purchase (or sell owned) lots based on available opportunities and our investment return standards. 
Land Option Contracts and Other Similar Contracts.  As discussed in Note 8Variable Interest Entities in the Notes to
Consolidated Financial Statements in this report, our land option contracts and other similar contracts generally do not contain
provisions requiring our specific performance.  Our decision to exercise a particular land option contract or other similar
contract depends on the results of our due diligence reviews and ongoing market and project feasibility analysis that we conduct
after entering into such a contract.  In some cases, our decision to exercise a land option contract or other similar contract may
be conditioned on the land seller obtaining necessary entitlements, such as zoning rights and environmental and development
approvals, and/or physically developing the underlying land by a pre-determined date.  We typically have the ability not to
exercise our rights to the underlying land for any reason and, if applicable, forfeit our deposits without further penalty or
obligation to the sellers.  If we were to acquire all the land we had under land option contracts and other similar contracts at
November 30, 2025, we estimate the remaining purchase price to be paid would be as follows: 2026 – $1.16 billion; 2027 –
$524.8 million; 2028 – $194.1 million; 2029 – $100.5 million; and 2030 and thereafter – $0.
Liquidity.  The table below summarizes our total cash and cash equivalents, and total liquidity (in thousands):
November 30,
2025
2024
Cash and cash equivalents
$228,614
$597,973
Credit Facility commitment
1,200,000
1,090,000
Letters of credit outstanding under the Credit Facility
(1,610)
(8,260)
Credit Facility availability
1,198,390
1,081,740
Total liquidity
$1,427,004
$1,679,713
Capital Resources.  Our notes payable consisted of the following (in thousands):
November 30,
2025
2024
Variance
Term Loan
$358,317
$358,826
$(509)
Senior notes
1,331,584
1,329,704
1,880
Mortgages and land contracts due to land sellers and other loans
3,076
3,149
(73)
Total
$1,692,977
$1,691,679
$1,298
Our financial leverage, as measured by the ratio of debt to capital, was 30.3% at November 30, 2025, compared to 29.4% at
November 30, 2024.  The ratio of debt to capital is calculated by dividing notes payable by capital (notes payable plus
stockholders’ equity). 
43
LOC Facility.  We maintain a LOC Facility to obtain letters of credit from time to time in the ordinary course of operating
our business.  Under the LOC Facility, which expires on February 13, 2028, we may issue up to $100.0 million of letters of
credit.  As of November 30, 2025 and 2024, we had letters of credit outstanding under the LOC Facility of $68.2 million and
$73.3 million, respectively.
Performance Bonds.  As discussed in Note 17 Commitments and Contingencies in the Notes to Consolidated Financial
Statements in this report, we had $1.37 billion and $1.33 billion of performance bonds outstanding at November 30, 2025 and
2024, respectively.
Unsecured Revolving Credit Facility.  On November 12, 2025, we obtained a $1.20 billion Credit Facility, which
refinanced and replaced our prior $1.09 billion unsecured revolving credit facility that was due to mature on February 18, 2027. 
The Credit Facility will mature on November 12, 2030 and contains an uncommitted accordion feature under which its
aggregate principal amount of available loans can be increased to a maximum of $1.70 billion under certain conditions,
including obtaining additional bank commitments.  The amount of the Credit Facility available for cash borrowings and the
issuance of letters of credit depends on the total cash borrowings and letters of credit outstanding under the Credit Facility and
the maximum available amount under the terms of the Credit Facility.  As of November 30, 2025, we had no cash borrowings
and $1.6 million of letters of credit outstanding under the Credit Facility.  The Credit Facility is further described in Note 15 –
Notes Payable in the Notes to Consolidated Financial Statements in this report.
Under the terms of the Credit Facility and the Term Loan, we are required, among other things, to maintain compliance
with various covenants, including financial covenants regarding our consolidated tangible net worth, consolidated leverage ratio
(“Leverage Ratio”), and either a consolidated interest coverage ratio (“Interest Coverage Ratio”) or minimum liquidity level,
each as defined therein.  Our compliance with these financial covenants is measured by calculations and metrics that are
specifically defined or described by the terms of the Credit Facility and the Term Loan and can differ in certain respects from
comparable GAAP or other commonly used terms.  The financial covenant requirements under the Credit Facility and the Term
Loan are set forth below:
Consolidated tangible net worth – We must maintain a consolidated tangible net worth at the end of any fiscal quarter
greater than or equal to the sum of (a) $2.70 billion, plus (b) an amount equal to 50% of the aggregate of the
cumulative consolidated net income for each fiscal quarter commencing after August 31, 2025 and ending as of the last
day of such fiscal quarter (though there is no reduction if there is a consolidated net loss in any fiscal quarter), plus (c)
an amount equal to 50% of the cumulative net proceeds we receive from the issuance of our capital stock after August
31, 2025. 
Leverage Ratio – We must also maintain a Leverage Ratio of less than or equal to .60 at the end of each fiscal quarter. 
The Leverage Ratio is calculated as the ratio of our consolidated total indebtedness to the sum of consolidated total
indebtedness and consolidated tangible net worth, all as defined under the Credit Facility and the Term Loan.
Interest Coverage Ratio or liquidity – We are also required to maintain either (a) an Interest Coverage Ratio of greater
than or equal to 1.50 at the end of each fiscal quarter; or (b) a minimum level of liquidity, but not both.  The Interest
Coverage Ratio is the ratio of our consolidated adjusted EBITDA to consolidated interest incurred, each as defined
under the Credit Facility and the Term Loan, in each case for the previous 12 months.  Our minimum liquidity is
required to be greater than or equal to consolidated interest incurred, as defined under the Credit Facility and the Term
Loan, for the four most recently ended fiscal quarters in the aggregate.
In addition, under the Credit Facility and the Term Loan, our equity investments in joint ventures and Non-Guarantor
Subsidiaries and other unconsolidated entities as of the end of each fiscal quarter cannot exceed the sum of (a) $104.8 million
and (b) 20% of consolidated tangible net worth.  Further, for so long as we do not hold an investment grade credit rating, as
defined under the Credit Facility and the Term Loan, the Credit Facility and the Term Loan do not permit our borrowing base
indebtedness, which, subject to certain exceptions, is the aggregate principal amount of our and certain of our subsidiaries’
outstanding indebtedness for borrowed money and non-collateralized financial letters of credit, to be greater than our borrowing
base (a measure relating to our inventory and in certain cases unrestricted cash assets).
The covenants and other requirements under the Credit Facility and the Term Loan represent the most restrictive covenants
that we are subject to with respect to our notes payable.  The following table summarizes the financial covenants and other
requirements under the Credit Facility and the Term Loan, and our actual levels or ratios (as applicable) with respect to those
covenants and other requirements, in each case as of November 30, 2025:
44
Financial Covenants and Other Requirements
Covenant Requirement
Actual
Consolidated tangible net worth
>
$2.75billion
$3.86billion
Leverage Ratio
<
.600
.280
Interest Coverage Ratio (a)
>
1.500
6.702
Minimum liquidity (a)
>
$106.5 million
$1.43billion
Investments in joint ventures and Non-Guarantor Subsidiaries
<
$876.3 million
$459.6million
Borrowing base in excess of borrowing base indebtedness (as defined)
n/a
$2.25billion
(a)Under the terms of the Credit Facility and the Term Loan, we are required to maintain either a minimum Interest Coverage
Ratio or a minimum level of liquidity. 
The indenture governing our senior notes does not contain any financial covenants.  Subject to specified exceptions, the
indenture contains certain restrictive covenants that, among other things, limit our ability to incur secured indebtedness, or
engage in sale-leaseback transactions involving property above a certain specified value.  In addition, the indenture contains
certain limitations related to mergers, consolidations, and sales of assets. 
As of the date of this report, we were in compliance with the applicable terms of all our covenants and other requirements
under the Credit Facility, the Term Loan, the senior notes, the indenture, the LOC Facility, and the mortgages and land
contracts due to land sellers and other loans.  Our ability to access the Credit Facility for cash borrowings and letters of credit
and our ability to secure future debt financing depend, in part, on our ability to remain in such compliance.  Our ability to
access the Credit Facility’s full borrowing capacity, as well as the LOC Facility’s full issuance capacity, also depends on the
ability and willingness of the applicable lenders and financial institutions, including any substitute or additional lenders and
financial institutions, to meet their commitments to fund loans, extend credit or provide payment guarantees to or for us under
those instruments. 
There are no agreements that restrict our payment of dividends other than the Credit Facility and the Term Loan, which
would restrict our payment of certain dividends, such as cash dividends on our common stock, if a default under the Credit
Facility or the Term Loan exists at the time of any such payment, or if any such payment would result in such a default (other
than dividends paid within 60 days after declaration, if there was no default at the time of declaration).
Depending on available terms, we finance certain land acquisitions with purchase-money financing from land sellers or
with other forms of financing from third parties.  At November 30, 2025, we had outstanding mortgages and land contracts due
to land sellers and other loans payable in connection with such financing of $3.1 million, secured primarily by the underlying
property, which had an aggregate carrying value of $16.8 million.
Senior Unsecured Term Loan.  On November 12, 2025, we entered into an amendment to our $360.0 million Term Loan
with the lenders party thereto that extended its maturity from August 25, 2026 to November 12, 2029.  The Term Loan is
further described in Note 15Notes Payable in the Notes to Consolidated Financial Statements in this report.
Unconsolidated Joint Ventures.  As discussed in Note 9Investments in Unconsolidated Joint Ventures in the Notes to
Consolidated Financial Statements in this report, we have investments in unconsolidated joint ventures in various markets
where our homebuilding operations are located.  As of November 30, 2025, one of our unconsolidated joint ventures had
borrowings outstanding under a term loan with a third-party lender, secured by the underlying property and related project
assets.  None of our other unconsolidated joint ventures had outstanding debt at November 30, 2025.
Consolidated Cash Flows.  The following table presents a summary of net cash provided by (used in) our operating,
investing and financing activities (in thousands):
 
Years Ended November 30,
 
2025
2024
2023
Net cash provided by (used in):
Operating activities
$335,682
$362,722
$1,082,699
Investing activities
(61,797)
(50,119)
(58,062)
Financing activities
(642,635)
(440,752)
(627,493)
Net increase (decrease) in cash and cash equivalents
$(368,750)
$(128,149)
$397,144
45
Operating ActivitiesGenerally, our net operating cash flows fluctuate primarily based on changes in our inventories and
our profitability.  Our net cash provided by operating activities in 2025 mainly reflected net income of $428.8 million and a net
decrease in receivables of $5.0 million, partly offset by a net increase in inventories of $179.5 million and a net decrease in
accounts payable, accrued expenses and other liabilities of $75.2 million.  Net cash provided by operating activities in 2024
primarily reflected net income of $655.0 million and a net decrease in receivables of $16.6 million, partly offset by a net
increase in inventories of $385.8 million and a net decrease in accounts payable, accrued expenses and other liabilities of $7.2
million.
Investing ActivitiesIn 2025, our net cash used in investing activities included $48.4 million for net purchases of property
and equipment and $16.4 million for contributions to unconsolidated joint ventures.  These uses of cash were partially offset by
a $3.0 million return of investments in unconsolidated joint ventures.  In 2024, our uses of cash included $39.3 million for net
purchases of property and equipment and $14.5 million for contributions to unconsolidated joint ventures.  These uses of cash
were partly offset by a $2.0 million return of investments in unconsolidated joint ventures and $1.7 million of proceeds from the
sale of an investment.
Financing ActivitiesIn 2025, our uses of cash included stock repurchases and excise tax payments totaling $541.3
million, dividend payments on our common stock of $68.6 million, tax payments associated with stock-based compensation
awards of $23.9 million and payments on mortgages and land contracts due to land sellers and other loans of $.1 million.  The
cash used was partially offset by $1.1 million of issuances of common stock under employee stock plans.  In 2024, net cash was
used for stock repurchases totaling $353.7 million, dividend payments on our common stock of $71.6 million, tax payments
associated with stock-based compensation awards of $25.0 million, and payments on mortgages and land contracts due to land
sellers and other loans of $.9 million.  The cash used was partially offset by $10.4 million of issuances of common stock under
employee stock plans. 
DividendsIn 2025, our board of directors declared four quarterly cash dividends of $.25 per share of common stock.  In
the 2024 first quarter, our board of directors declared a quarterly cash dividend of $.20 per share of common stock.  Our board
of directors approved a $.05 per share increase in the quarterly cash dividend on our common stock to $.25 per share in the
2024 second quarter, and declared quarterly dividends at the new higher rate for the 2024 second, third and fourth quarters.  All
dividends declared during 2025 and 2024 were also paid during those years.  Quarterly cash dividends declared and paid during
the years ended November 30, 2025 and 2024 totaled $1.00 per share and $.95 per share of common stock, respectively.  The
declaration and payment of future cash dividends on our common stock, whether at current levels or at all, are at the discretion
of our board of directors, and depend upon, among other things, our expected future earnings, cash flows, capital requirements,
access to external financing, debt structure and any adjustments thereto, operational and financial investment strategy and
general financial condition, as well as general business conditions.
Shelf Registration Statement.  We have an automatically effective universal shelf registration statement that was filed with
the SEC on July 10, 2023 (“2023 Shelf Registration”).  The 2023 Shelf Registration registers the offering of securities that we
may issue from time to time in amounts to be determined.  Our ability to issue securities is subject to market conditions and,
with respect to debt securities, other factors impacting our borrowing capacity.  We have not made any offerings of securities
under the 2023 Shelf Registration. 
Share Repurchase Program.  As of November 30, 2023, there was $163.6 million of remaining availability under a share
repurchase authorization that our board of directors approved on March 21, 2023.  In the 2024 first quarter, we repurchased
826,663 shares of our common stock in the open market pursuant to the 2023 board of directors authorization at a total cost of
$50.0 million.  On April 18, 2024, our board of directors authorized us to repurchase up to $1.00 billion of our outstanding
common stock.  This authorization replaced the 2023 board of directors authorization, which had $113.6 million remaining.  In
the 2024 second, third and fourth quarters, we repurchased 3,898,518 shares of our common stock at a total cost of $300.0
million, bringing our total repurchases for the year ended November 30, 2024 to 4,725,181 shares of common stock at a total
cost of $350.0 million.  In the 2025 first, second and third quarters, we repurchased 7,788,113 shares of our common stock at a
total cost of $438.5 million.  On October 9, 2025, our board of directors authorized us to repurchase up to $1.00 billion of our
outstanding common stock.  This authorization replaced the 2024 board of directors authorization, which had $261.5 million
remaining.  In the 2025 fourth quarter, we repurchased 1,597,196 shares of our common stock on the open market pursuant to
the 2025 authorization at a total cost of $100.0 million, bringing our total repurchases for the year ended November 30, 2025 to
9,385,309 shares of common stock at a total cost of $538.5 million. 
Repurchases under the current authorization may occur periodically through open market purchases, privately negotiated
transactions or otherwise, with the timing and amount at management’s discretion and dependent on market, business and other
conditions.  This share repurchase authorization will continue in effect until fully used or earlier terminated or suspended by our
board of directors, and does not obligate us to purchase any shares.  As of November 30, 2025, there was $900.0 million of
remaining availability under this share repurchase authorization.
46
As of the date of this report, we believe we have adequate capital resources and sufficient access to external financing
sources to satisfy our current and reasonably anticipated requirements for funds to conduct our operations and meet other needs
in the ordinary course of our business.  In 2026, we expect to use or redeploy our cash resources or cash borrowings under the
Credit Facility to support our business within the context of prevailing market conditions.  During this time, we may also
engage in capital markets, bank loan, project debt or other financial transactions, including the repurchase of debt or equity
securities or potential new issuances of debt or equity securities to support our business needs.  The amounts involved in these
transactions, if any, may be material.  In addition, as necessary or desirable, we may adjust or amend the terms of and/or expand
the capacity of the Credit Facility or the LOC Facility, or enter into additional letter of credit facilities, or other similar facility
arrangements, in each case with the same or other financial institutions, or allow any such facilities or loans to mature or expire. 
Our ability to engage in such transactions may be constrained by volatile or tight economic, capital, credit and/or financial
market conditions or other factors, including those described below under “Outlook” and/or our liquidity, leverage and net
worth, and we can provide no assurance as to successfully completing, the costs of, or the operational limitations arising from
any one or series of such transactions.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The accompanying consolidated financial statements were prepared in conformity with GAAP.  The preparation of these
financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods presented,
and could affect the comparability of such information over different reporting periods.  Actual results could differ from those
estimates and assumptions, and the difference may have a material impact on our consolidated financial statements.  See Note 1
Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements in this report for a discussion
of our significant accounting policies.  The following are accounting policies that we believe are critical because of the
significance of the activity to which they relate or because they require the use of significant estimates, judgments and/or other
assumptions in their application.
Homebuilding Revenue Recognition.  We recognize homebuilding revenue by applying the following steps in determining
the timing and amount of revenue to recognize: (1) identify the contract(s) with a customer; (2) identify the performance
obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations
in the contract, if applicable; and (5) recognize revenue when (or as) we satisfy a performance obligation. 
Our home sale transactions are made pursuant to contracts under which we typically have a single performance obligation
to deliver a completed home to the homebuyer when closing conditions are met.  Revenues from home sales are recognized
when we have satisfied the performance obligation within the sales contract, which is generally when title to and possession of
the home and the risks and rewards of ownership are transferred to the homebuyer on the closing date.  Little to no estimation is
involved in recognizing such revenues.
We may periodically elect to sell parcels of land to third parties if such assets no longer fit into our strategic operating plans
or are zoned for non-residential development.  Revenues from land sales are recognized when we have satisfied the
performance obligation(s) within the sales contract, which is generally when title to and possession of the land and the risks and
rewards of ownership are transferred to the land buyer on the closing date.  Certain land sales contracts may require
management judgment in determining the appropriate revenue recognition, but the impact of such transactions is generally
immaterial.
Inventories and Cost of Sales.  Housing and land inventories are stated at cost, unless the carrying value is determined not
to be recoverable, in which case the affected inventories are written down to fair value or fair value less associated costs to sell. 
Fair value is determined based on estimated future net cash flows discounted for inherent risks associated with the real estate
assets, or other valuation techniques.  Due to uncertainties in the estimation process and other factors beyond our control, it is
possible that actual results could differ from those estimated.  Other than model homes, our inventories typically do not consist
of completed unsold homes.  However, as discussed above under Item 1 – Business in this report, we may have unsold
completed or partially completed homes in our inventory.
We rely on certain estimates to determine our construction and land costs and resulting housing gross profit margins
associated with revenues recognized.  Construction and land costs are comprised of direct and allocated costs, including
estimated future costs for the limited warranty we provide on our homes, and certain amenities within a community.  Land
acquisition, land development and other common costs are generally allocated on a relative fair value basis to the homes or lots
within the applicable community or land parcel.  Land acquisition and land development costs include related interest and real
estate taxes.
47
In determining a portion of the construction and land costs recognized for each period, we rely on project budgets that are
based on a variety of assumptions, including future construction schedules and costs to be incurred.  It is possible that actual
results could differ from budgeted amounts for various reasons, including construction delays, construction resource shortages,
increases in costs that have not yet been committed, changes in governmental requirements, unforeseen environmental hazards
or other unanticipated issues encountered during construction and other factors beyond our control.  While the actual results for
a particular construction project are accurately reported over time, variances between the budgeted and actual costs of a project
could result in the understatement or overstatement of construction and land costs and homebuilding gross profits in a particular
reporting period.  To reduce the potential for such distortion, we have set forth procedures that collectively comprise a critical
accounting policy.  These procedures, which we have applied on a consistent basis, include assessing, updating and revising
project budgets on a monthly basis, obtaining commitments to the extent possible from independent contractors and vendors for
future costs to be incurred, reviewing the adequacy of warranty accruals and historical warranty claims experience, and utilizing
the most current information available to estimate construction and land costs to be charged to expense.  Variances to the
budgeted costs after an estimate has been charged to expense that are related to project costs are generally allocated on a
relative fair value basis to the remaining homes to be delivered within the community or land parcel, while such variances
related to direct construction costs are generally expensed as incurred.  The variances between budgeted and actual costs have
historically not been material to our consolidated financial statements.  We believe that our policies provide for reasonably
dependable estimates to be used in the calculation and reporting of construction and land costs.
Inventory Impairments and Land Option Contract Abandonments.  Each community or land parcel in our owned inventory
is assessed to determine if indicators of potential impairment exist.  Impairment indicators are assessed separately for each
community or land parcel on a quarterly basis and include, but are not limited to, the following: significant decreases in net
orders, average selling prices, volume of homes delivered, gross profit margins on homes delivered or projected gross profit
margins on homes in backlog or future deliveries; significant increases in budgeted land development and home construction
costs or cancellation rates; or projected losses on expected future land sales.  If indicators of potential impairment exist for a
community or land parcel, the identified asset is evaluated for recoverability.
When an indicator of potential impairment is identified for a community or land parcel, we test the asset for recoverability
by comparing the carrying value of the asset to the undiscounted future net cash flows expected to be generated by the asset. 
The undiscounted future net cash flows are impacted by then-current conditions and trends in the market in which the asset is
located as well as factors known to us at the time the cash flows are calculated.  These factors may include recent trends in our
orders, backlog, cancellation rates and volume of homes delivered, as well as our expectations related to the following: product
offerings; market supply and demand, including estimated average selling prices and related price appreciation; and land
development, home construction and overhead costs to be incurred and related cost inflation. 
Generally, a community must have a projected gross profit margin percentage below approximately 5% to proceed to a
recoverability test and a potential fair value evaluation.  Our overall housing gross profit margin in the 2025 fourth quarter was
17.0%, and as of November 30, 2025, 11 communities were evaluated for recoverability based on their gross profit margins. 
However, if there is a sustained economic slowdown or other factor(s) that lead to moderate or significant decreases in new
home prices in certain submarkets, more communities could begin to approach gross profit margin levels where we would
conduct a fair value analysis.  Any resulting impairment(s) from such an analysis(es) could be material.  Additionally, we have
$143.7 million of deposits and pre-acquisition costs at November 30, 2025 related to land option contracts and other similar
contracts.  If there are events that lead to moderate or significant decreases in new home prices, we could elect to cancel several
such contracts, resulting in the write-off of the related deposits and pre-acquisition costs.
The following table presents information regarding inventory impairment and land option contract abandonment charges
included in construction and land costs in our consolidated statements of operations (dollars in thousands):
 
Years Ended November 30,
 
2025
2024
2023
Inventory impairments:
Number of communities or land parcels written down to fair value
4
Pre-impairment carrying value of communities or land parcels written
down to fair value
$54,095
$
$
Inventory impairment charges
(15,531)
Post-impairment fair value
$38,564
$
$
Land option contract abandonments charges
$16,520
$4,597
$11,424
48
The inventory impairment charges in 2025 were principally driven by increased land development costs imposed by a
municipality affecting certain communities, and our decisions to make changes in our operational strategies aimed at more
quickly monetizing our investment in certain communities, mainly by accelerating the overall pace for selling, building and
delivering homes therein.  There were no inventory impairment charges in 2024 or 2023. 
As further described in Note 7Inventory Impairments and Land Option Contract Abandonments in the Notes to
Consolidated Financial Statements in this report, given the inherent challenges and uncertainties in forecasting future results,
our inventory assessments at the time they are made take into consideration whether a community or land parcel is active,
meaning whether it is open for sales and/or undergoing development, or whether it is being held for future development or held
for sale.
We record an inventory impairment charge on a community or land parcel that is active or held for future development
when indicators of potential impairment exist and the carrying value of the real estate asset is greater than the undiscounted
future net cash flows the asset is expected to generate.  These real estate assets are written down to fair value, which is primarily
determined based on the estimated future net cash flows discounted for inherent risk associated with each such asset, or other
valuation techniques.
We record an inventory impairment charge on land held for sale when the carrying value of the real estate asset is greater
than its fair value.  These real estate assets are written down to fair value, less associated costs to sell.  The fair value of such
real estate assets is generally based on bona fide letters of intent from outside parties, executed sales contracts, broker quotes or
similar information.
Our inventory controlled under land option contracts and other similar contracts is assessed to determine whether it
continues to meet our investment return standards.  Assessments are made separately for each optioned land parcel on a
quarterly basis and are affected by the following factors relative to the market in which the asset is located, among others:
current and/or anticipated net orders, average selling prices and volume of homes delivered; estimated land development and
home construction costs; and projected profitability on expected future housing or land sales.  When a decision is made not to
exercise certain land option contracts and other similar contracts due to market conditions and/or changes in our marketing
strategy, we write off the related inventory costs, including non-refundable deposits and unrecoverable pre-acquisition costs. 
The estimated remaining life of each community or land parcel in our inventory depends on various factors, such as the
total number of lots remaining; the expected timeline to acquire and entitle land and develop lots to build homes; the anticipated
future net order and cancellation rates; and the expected timeline to build and deliver homes sold.  While it is difficult to
determine a precise timeframe for any particular inventory asset, based on current market conditions and expected delivery
timelines, we estimate our inventory assets’ remaining operating lives to range generally from one year to 10 years and expect
to realize, on an overall basis, the majority of our inventory balance as of November 30, 2025 within five years.  The following
table presents as of November 30, 2025 and 2024, respectively, the estimated timeframe of delivery for the last home in an
applicable community or land parcel and the corresponding percentage of total inventories such categories represent within our
inventory balance (dollars in millions):
0-2 years
3-5 years
6-10 years
$
%
$
%
$
%
Total
November 30, 2025
$2,518.6
44%
$2,848.3
50%
$303.9
6%
$5,670.8
November 30, 2024
2,849.2
52
2,554.7
46
124.1
2
5,528.0
The inventory balances in the 0-2 years and 3-5 years categories were located throughout all of our homebuilding reporting
segments and collectively represented 94% and 98% of our total inventories as of November 30, 2025 and 2024, respectively. 
As of November 30, 2025, the inventory balance in the 6-10 years category was primarily located in our Southwest and Central
segments and mostly comprised of active, multi-phase communities with large remaining land positions.
Due to the judgment and assumptions applied in our inventory impairment and land option contract abandonment
assessment processes, and in our estimations of the remaining operating lives of our inventory assets and the realization of our
inventory balances, particularly as to land held for future development, it is possible that actual results could differ substantially
from those estimated, especially in periods of volatile housing market or economic conditions. 
Deterioration in the supply and demand factors in the overall housing market or in an individual market or submarket, or
changes to our operational or selling strategy at certain communities may lead to additional inventory impairment charges,
future charges associated with land sales or the abandonment of land option contracts or other similar contracts related to
certain assets.  Due to the nature or location of the projects, land held for future development that we activate as part of our
49
strategic growth initiatives or to accelerate sales and/or our return on investment, or that we otherwise monetize to help improve
our asset efficiency, may have a somewhat greater likelihood of being impaired than other of our active inventory.
We believe the carrying value of our inventory balance as of November 30, 2025 is recoverable.  Our considerations in
making this determination include the factors and trends incorporated into our impairment analyses, and as applicable, the
prevailing regulatory environment, competition from other homebuilders, inventory levels and sales activity of resale homes,
and the local economic conditions where an asset is located.  In addition, we consider the financial and operational status and
expectations of our inventories as well as unique attributes of each community or land parcel that could be viewed as indicators
for potential future impairments.  However, if conditions in the overall housing market or in a specific market or submarket
worsen in the future beyond our current expectations, including, among other things, from increases in mortgage interest rates,
higher inflation, worsening supply chain and/or other production-related challenges, or if future changes in our business
strategy significantly affect any key assumptions used in our projections of future cash flows, or if there are material changes in
any of the other items we consider in assessing recoverability, we may recognize charges in future periods for inventory
impairments or land option contract abandonments, or both, related to our current inventory assets.  Any such charges could be
material to our consolidated financial statements.
Warranty Costs.  We provide a limited warranty on all of our homes.  The specific terms and conditions of our limited
warranty program vary depending upon the markets in which we do business.  We estimate the costs that may be incurred under
each limited warranty and record a liability in the amount of such costs at the time the revenue associated with the sale of each
home is recognized.  In assessing our overall warranty liability at a reporting date, we evaluate the costs for warranty-related
items on a combined basis for all of our previously delivered homes that are under our limited warranty program.
Our primary assumption in estimating the amounts we accrue for warranty costs is that historical claims experience is a
strong indicator of future claims experience.  Factors that affect our warranty liability include the number of homes delivered,
historical and anticipated rates of warranty claims, and cost per claim.  We periodically assess the adequacy of our accrued
warranty liability, which is included in accrued expenses and other liabilities in our consolidated balance sheets, and adjust the
amount as necessary based on our assessment.  Our assessment includes the review of our actual warranty costs incurred to
identify trends and changes in our warranty claims experience, and considers our home construction quality and customer
service initiatives and outside events.  Based on this assessment, we may from time to time adjust our warranty accrual rates,
which would be applied on a prospective basis to homes delivered.  Although adjustments to the accrual rates are generally
infrequent, they may be necessary when actual warranty expenditures have increased or decreased on a sustained basis, as was
the case in recent years when we revised our warranty accrual rates to reflect trends in our warranty expenditures.  Based on our
assessment, we may also make adjustments to our previously recorded accrued warranty liability.  Such adjustments are
recorded in the period in which the change in estimate occurs.  In 2023, we made an adjustment to increase our accrued
warranty liability by $4.0 million.  There were no such adjustments during 2025 and 2024.  We have not made any material
changes in the methodology used to establish our accrued warranty liability during 2025, 2024 and 2023.  Our accrued warranty
liability is presented on a gross basis for all years without consideration of recoveries and amounts we have paid on behalf of
and expect to recover from other parties, if any.  Estimates of recoveries and amounts we have paid on behalf of and expect to
recover from other parties, if any, are recorded as receivables when such recoveries are considered probable.
While we believe the warranty liability currently reflected in our consolidated balance sheets to be adequate, unanticipated
changes or developments in the legal environment, local weather, land or environmental conditions, quality of materials or
methods used in the construction of homes or customer service practices and/or our warranty claims experience could have a
significant impact on our actual warranty costs in future periods and such amounts could differ significantly from our current
estimates.  A 10% change in the historical warranty rates used to estimate our accrued warranty liability would not result in a
material change in our accrual. 
Self-Insurance.  We maintain, and require the majority of our independent contractors to maintain, general liability
insurance (including construction defect and bodily injury coverage) and workers’ compensation insurance.  These insurance
policies protect us against a portion of our risk of loss from claims related to our homebuilding activities, subject to certain self-
insured retentions, deductibles and other coverage limitsWe self-insure a portion of our overall risk through the use of a
captive insurance subsidiary.  In Arizona, California, Colorado and Nevada, our contractors’ general liability insurance
primarily takes the form of a wrap-up policy under a program where eligible independent contractors are enrolled as insureds
on each community.  Enrolled contractors generally contribute toward the cost of the insurance and agree to pay a contractual
amount in the future if there is a claim related to their work. 
We record liabilities based on the estimated costs required to cover reported claims, claims incurred but not yet reported,
and claim adjustment expenses.  These estimated costs are based on an actuarial analysis of our historical claims and expense
data, as well as industry data.  Our self-insurance liabilities are presented on a gross basis without consideration of
insurance recoveries and amounts we have paid on behalf of and expect to recover from other parties, if any. 
50
The amount of our self-insurance liability is based on an analysis performed by a third-party actuary that uses our historical
claim and expense data, as well as industry data to estimate these overall costs.  These estimates are subject to uncertainty due
to a variety of factors, the most significant being the long period of time between the delivery of a home to a homebuyer and
when a structural warranty or construction defect claim may be made, and the ultimate resolution of any such construction
defect claim.  Though state regulations vary, construction defect claims are reported and resolved over a long period of time,
which can extend for 10 years or more.  As a result, the majority of the estimated self-insurance liability based on the actuarial
analysis relates to claims incurred but not yet reported.  Therefore, adjustments related to individual existing claims generally
do not significantly impact the overall estimated liability.  Adjustments to our liabilities related to homes delivered in prior
years are recorded in the period in which a change in our estimate occurs.  During 2024 and 2023, we recorded adjustments to
increase our previously recorded liabilities by $5.5 million and $6.5 million, respectively.  There were no such adjustments
during 2025.  The adjustments in 2024 and 2023 resulted from changes in estimates due to actual claims experience differing
from previous actuarial projections and, in turn, impacting actuarial estimates for existing and potential future claims.  We have
not made any material changes in our methodology used to establish our self-insurance liabilities during 2025, 2024 or 2023.
The projection of losses related to these liabilities requires the use of actuarial assumptions.  Key assumptions used in
developing these estimates include claim frequencies, severities and resolution patterns, which can occur over an extended
period of time.  These estimates are subject to variability due to the length of time between the delivery of a home to a
homebuyer and when a construction defect claim is made, and the ultimate resolution of such claim; uncertainties regarding
such claims relative to our markets and the types of product we build; and legal or regulatory actions and/or interpretations,
among other factors.  Due to the degree of judgment involved and the potential for variability in these underlying assumptions,
our actual future costs could differ from those estimated.  In addition, changes in the frequency and severity of reported claims
and the estimates to resolve claims can impact the trends and assumptions used in the actuarial analysis, which could be
material to our consolidated financial statements.  A 10% increase in the claim frequency and the average cost per claim used to
estimate the self-insurance liability would result in increases of approximately $27.9 million in our liability and approximately
$6.8 million in our receivable as of November 30, 2025, and additional expense of approximately $21.1 million for 2025.  A
10% decrease in the claim frequency and the average cost per claim used to estimate the self-insurance liability would result in
decreases of approximately $25.7 million in our liability and approximately $6.3 million in our receivable as of November 30,
2025, and a reduction to expense of approximately $19.4 million for 2025. 
Estimates of insurance recoveries and amounts we have paid on behalf of other parties, if any, are recorded as receivables
when such recoveries are considered probable.  These estimated recoveries are principally based on actuarially determined
amounts and depend on various factors, including, among other things, the above-described claim cost estimates, our insurance
policy coverage limits for the applicable policy year(s), historical third-party recovery rates, insurance industry practices, the
regulatory environment, and legal precedent, and are subject to a high degree of variability from year to year.  Because of the
inherent uncertainty and variability in these assumptions, our actual insurance recoveries could differ significantly from
amounts currently estimated.
Legal Matters Accruals.  We record contingent liabilities resulting from claims against us when a loss is assessed to be
probable and the amount of the loss is reasonably estimable.  Assessing the probability of losses and estimating probable losses
requires analysis of multiple factors, including in some cases judgments about the potential actions of third-party claimants,
regulatory agencies, mediators, arbitrators, responsible third parties and/or courts, as the case may be.  Recorded contingent
liabilities are based on the most recent information available and actual losses in any future period are inherently uncertain.  If
future adjustments to estimated probable future losses or actual losses exceed our recorded liability for such claims, we would
record additional charges during the period in which the actual loss or change in estimate occurred.  In addition to contingent
liabilities recorded for probable losses, we disclose contingent liabilities when there is a reasonable possibility the ultimate loss
will materially exceed the recorded liability.  While we cannot predict the outcome of pending legal matters with certainty, we
do not believe any currently identified claim or proceeding, either individually or in aggregate, will have a material impact on
our results of operations, financial position or cash flows.
Income Taxes.  As discussed in Note 14Income Taxes in the Notes to the Consolidated Financial Statements in this
report, we evaluate our deferred tax assets quarterly to determine if adjustments to our valuation allowance are required based
on the consideration of all available positive and negative evidence using a “more likely than not” standard with respect to
whether deferred tax assets will be realized.  This evaluation considers, among other factors, our historical operating results, our
expectation of future profitability, the duration of the applicable statutory carryforward periods, and conditions in the housing
market and the broader economy.  The ultimate realization of our deferred tax assets depends primarily on our ability to
generate future taxable income during the periods in which the related deferred tax assets become deductible.  The value of our
deferred tax assets in our consolidated balance sheets depends on applicable income tax rates.  We base our estimate of deferred
tax assets and liabilities on current tax laws and rates.  In certain cases, we also base this estimate on business plan forecasts and
other expectations about future outcomes.  Changes in positive and negative evidence, including differences between our future
operating results and estimates, could result in the establishment of an additional valuation allowance against our deferred tax
51
assets.  Accounting for deferred taxes is based upon estimates of future results.  Judgment is required in determining the future
tax consequences of events that have been recognized in our consolidated financial statements and/or tax returns.  Differences
between the anticipated and actual outcomes of these future results could have a material impact on our consolidated financial
statements.  Also, changes in existing federal and state tax laws and corporate income tax rates could affect future tax results
and the realization of deferred tax assets over time.
We recognize accrued interest and penalties related to unrecognized tax benefits in our consolidated financial statements as
a component of the provision for income taxes.  Our liability for unrecognized tax benefits, combined with accrued interest and
penalties, is reflected as a component of accrued expenses and other liabilities in our consolidated balance sheets.  Judgment is
required in evaluating uncertain tax positions.  We evaluate our uncertain tax positions quarterly based on various factors,
including changes in facts or circumstances, tax laws or the status of audits by tax authorities.  Changes in the recognition or
measurement of uncertain tax positions could have a material impact on our consolidated financial statements in the period in
which we make the change.
INFLATION
Since 2021, product and labor costs and general inflation in the economy have increased and remained elevated compared
to the prior decade.  In turn, we experienced rising land and construction costs, particularly for building materials and
construction service providers’ rates, warranty repair costs, and compensation and benefit expenses to attract and retain talent. 
These trends are expected to continue to an extent in 2026, though they may worsen compared to prior years. We generally
enter into land option contracts and other similar contracts to acquire rights to land for the construction of homes a significant
period of time before development and/or sales efforts commence.  Accordingly, to the extent land acquisition costs are fixed,
subsequent increases or decreases in our home selling prices will affect our profits.  As the selling price of each of our homes is
fixed at the time a buyer enters into a home sales contract, and because we generally commence construction of a home only
after we have a signed sales contract with a homebuyer, any interim construction-related cost inflation can result in lower
housing gross profit margins.  In order to help, but not entirely moderate that effect, we typically enter into fixed-price contracts
with our larger trade partners and building material suppliers for specified periods of time.
Inflation is often accompanied by higher and more volatile interest rates, which may negatively impact housing
affordability and the confidence of potential homebuyers, and adversely impact demand for our homes.  Inflation may also
increase our financing costs, as borrowings under our Credit Facility, if any, and Term Loan typically accrue interest at a
variable rate based on SOFR. 
We expect the inflationary pressures on our business to continue in 2026.  While we attempt to pass on increases in our
costs through increased home selling prices, including for design choices and options, market forces and buyer affordability
constraints can limit our ability to do so.  If we are unable to raise selling prices enough to compensate for higher costs, or our
borrowing costs increase significantly, our revenues, housing gross profit margin and net income could be adversely affected.
RECENT ACCOUNTING PRONOUNCEMENTS
Recent accounting pronouncements are discussed in Note 1Summary of Significant Accounting Policies in the Notes to
Consolidated Financial Statements in this report.
OUTLOOK 
We remain optimistic about the long-term prospects for the housing market, given solid underlying drivers, mainly
favorable demographic trends in population growth and household formation, supporting higher demand over time, together
with the ongoing structural undersupply of new homes.  While 2025 presented challenging market conditions and our results
declined year over year, we believe we executed well operationally, maintaining high customer satisfaction levels, further
improving build times, lowering construction costs and balancing pace and price to optimize each asset, and delivered solid
operational and financial results.  We expect challenging conditions to persist in 2026, as tepid consumer confidence,
macroeconomic and geopolitical uncertainties, affordability challenges and persistently elevated mortgage interest rates
continue to constrain the pool of actionable buyers and cause buyers to hesitate on making purchasing decisions.  At the same
time, we believe we are well-positioned to achieve our projections for the first quarter and full year based on our operational
capabilities, affordable product offerings, improved build times, planned community openings, lot supply, strong balance sheet
and liquidity, and substantial backlog value of $1.40 billion at November 30, 2025, subject to the factors and risks described in
this report. 
Reflecting the prevailing environment, and despite a steady level of traffic in our communities, we experienced year-over-
year decreases in our 2025 fourth quarter net orders of 10%, ending backlog of 29% and ending backlog value of 37%.  The
52
value of our net orders for the 2025 fourth quarter was down 17% year over year driven by the decline in net orders and a 7%
decrease in their average selling price to $455,400, largely due to price reductions we implemented beginning in mid-February
2025 as part of a simplified sales strategy focused on providing a straightforward, transparent base price, with limited, if any,
concessions or incentives, that is intended to offer to our customers a compelling value competitive with area resale home
prices.  We expect these price reductions to moderate our overall average selling price and housing gross profit margin on
homes delivered for the 2026 first quarter. 
Looking ahead, we intend to continue to balance pace and price at the community level to optimize our assets for the
highest possible returns.  While selling through our current inventory, we intend to emphasize sales of our Built to Order homes
with the goal of bringing their proportion in our mix of homes delivered closer to our historical average of 60% to 70%, up
from around 55% in 2025.  The 2025 Built to Order mix largely reflects strategies we adopted during the 2020-2024 period to
navigate supply chain disruptions that substantially lengthened our average build time and hindered our even-flow home
production process, and market dynamics in areas with then-low resale home inventory.  Our Built to Order homes are our core
competency, a key competitive differentiator that typically generate higher gross profit margins than inventory homes started
without a corresponding buyer, and an appealing proposition to prospective customers, particularly with the meaningful
reduction in our build times we have achieved since the 2023 second quarter, the highly customer-centric personalized
homebuilding process we offer, and the simplified sales approach we implemented in 2025.  We were encouraged to see a shift
toward more Built to Order sales during November and December 2025.
We are entering 2026 with a strong financial position and enhanced financial flexibility, supported by our new expanded
Credit Facility and the recent extension of our Term Loan maturity to 2029.  In 2026, in order to maintain our long-term growth
platform, we intend, subject to the operating environment and available opportunities, to acquire and control additional land
positions within attractive submarkets in our served markets that meet our investment standards and develop land we own in a
manner that prioritizes capital efficiency, including developing lots where possible in smaller phases and aligning development
with our starts pace to optimally manage our inventory of finished lots. 
Consistent with our balanced approach to capital allocation, we also plan to continue returning capital to our stockholders,
primarily through additional share repurchases.  As of November 30, 2025, we had $900.0 million remaining under our current
board of directors share repurchase authorization.  This provides us the opportunity to continue to repurchase our common
stock in 2026, with the pace, volume and timing based on considerations of our operating cash flow, liquidity outlook, land
investment opportunities and needs, the market price of our common stock, and the housing market and general economic
conditions.  Subject to these factors, we expect to repurchase between $50.0 million and $100.0 million of our common stock in
our 2026 first quarter.
In considering the foregoing, our present outlook for the 2026 first quarter and the 2026 full year as to certain metrics is as
follows:
2026 First Quarter
We expect deliveries to be in the range of 2,300 to 2,500 homes, compared to 2,770 in the year-earlier period.
We expect to generate housing revenues in the range of $1.05 billion to $1.15 billion, compared to $1.39 billion for the
corresponding 2025 period.
We expect our housing gross profit margin to be in the range of 15.4% to 16.0%, assuming no inventory-related
charges, compared to 20.3% for the corresponding 2025 quarter.
We expect our selling, general and administrative expenses as a percentage of housing revenues to be in the range of
12.2% to 12.8%, compared to 11.0% for the 2025 first quarter.
We expect our effective tax rate will be approximately 19.0%.  The effective tax rate for the year-earlier quarter was
21.4%.
2026 Full Year
We expect deliveries to be in the range of 11,000 to 12,500, compared to 12,902 for 2025.
We expect our housing revenues to be in the range of $5.10 billion to $6.10 billion, compared to $6.21 billion for
2025.
We expect our effective tax rate will be in the range of 24% to 26%, compared to 22.6% for 2025.
53
In addition to factors discussed elsewhere in this report, our future performance and the strategies we implement (and
adjust or refine as necessary or appropriate) will depend significantly on prevailing economic, employment, homebuilding
industry and capital, credit and financial market conditions and on a fairly stable and constructive political and regulatory
environment (particularly in regard to housing and mortgage loan financing policies).  This includes U.S. trade policy and
recently implemented and proposed tariffs, and other countries’ countervailing measures, on raw building materials, such as
steel, lumber, drywall and concrete, and/or finished products.  Though certain tariffs and countervailing measures instituted in
2025 have influenced pricing in adjacent sectors, we have not experienced significant cost increases or raw material/finished
product availability constraints as of the date of this filing.  However, if the U.S. or foreign governments take actions that cause
tariff-related cost or availability pressures to escalate or expand, we could experience significant construction cost increases
and/or supply chain disruptions that, in turn, would impact our business and our consolidated financial statements in future
reporting periods.  Additionally, while the Federal Reserve reduced interest rates in September, October and December 2025,
and may lower rates further in 2026 or later periods, we cannot provide any assurance it will or that any interest rate
reduction(s), or other monetary policy changes, will meaningfully lower mortgage interest rates or positively affect demand or
our business, results of operations or consolidated financial statements.  The potential extent and effect of these and other
factors on our business is highly uncertain, unpredictable and outside our control, and our past performance, including in 2025,
should not be considered indicative of our future results on any metric or set of metrics, including, but not limited to, our net
orders, backlog, revenues, margins and returns.
FORWARD-LOOKING STATEMENTS
Investors are cautioned that certain statements contained in this report, as well as some statements by us in periodic press
releases and other public disclosures and some oral statements by us to securities analysts, stockholders and others during
presentations, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the
“Act”).  Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words
such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “hope,” and similar expressions constitute forward-
looking statements.  In addition, any statements that we may make or provide concerning future financial or operating
performance (including without limitation future revenues, community count, homes delivered, net orders, selling prices, sales
pace per new community, expenses, expense ratios, housing gross profits, housing gross profit margins, earnings or earnings
per share, or growth or growth rates), future market conditions, future interest rates, and other economic conditions, ongoing
business strategies or prospects, future dividends and changes in dividend levels, the value of our backlog (including amounts
that we expect to realize upon delivery of homes included in our backlog and the timing of those deliveries), the value of our
net orders, potential future asset acquisitions and the impact of completed acquisitions, future share issuances or repurchases,
future debt issuances, repurchases or redemptions and other possible future actions are also forward-looking statements as
defined by the Act.  Forward-looking statements are based on our current expectations and projections about future events and
are subject to risks, uncertainties, and assumptions about our operations, economic and market factors, and the homebuilding
industry, among other things.  These statements are not guarantees of future performance, and we have no specific policy or
intention to update these statements.  If we update or revise any such statement(s), no assumption should be made that we will
further update or review that statement(s) or update or revise any other such statement(s).  In addition, forward-looking and
other statements in this report and in other public or oral disclosures that express or contain opinions, views or assumptions
about market or economic conditions; the success, performance, effectiveness and/or relative positioning of our strategies,
initiatives or operational activities; and other matters, may be based in whole or in part on general observations of our
management, limited or anecdotal evidence and/or business or industry experience without in-depth or any particular empirical
investigation, inquiry or analysis.
Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a
number of factors.  The most important risk factors that could cause our actual performance and future events and actions to
differ materially from such forward-looking statements include, but are not limited to, the following:
general economic, employment and business conditions;
population growth, household formations and demographic trends;
conditions in the capital, credit and financial markets;
our ability to access external financing sources and raise capital through the issuance of common stock, debt or other
securities, and/or project financing, on favorable terms;
the execution of any securities repurchases pursuant to our board of directors’ authorization;
54
material and trade costs and availability, including the greater costs associated with achieving current and expected
higher standards for ENERGY STAR certified homes, and delays related to state and municipal construction,
permitting, inspection and utility processes, which have been disrupted by key equipment shortages;
consumer and producer price inflation;
changes in interest rates, including those set by the Federal Reserve and those available in the capital markets or from
financial institutions and other lenders, and applicable to mortgage loans;
our debt level, including our ratio of debt to capital, and our ability to adjust our debt level and maturity schedule;
our compliance with the terms of the Credit Facility and the Term Loan;
the ability and willingness of the applicable lenders and financial institutions, or any substitute or additional lenders
and financial institutions, to meet their commitments or fund borrowings, extend credit or provide payment guarantees
to or for us under the Credit Facility or LOC Facility;
volatility in the market price of our common stock;
home selling prices, including our homes’ selling prices, being unaffordable relative to consumer incomes;
weak or declining consumer confidence, either generally or specifically with respect to purchasing homes;
competition from other sellers of new and resale homes, particularly homebuilders with significant unsold inventory;
weather events, significant natural disasters and other climate and environmental factors, such as a lack of adequate
water supply to permit new home communities in certain areas, and the unprecedented wildfires in the Los Angeles
County area in January 2025;
lingering economic and financial market impacts from the prolonged shutdown of the federal government’s operations
in October and November 2025, and any failure of lawmakers to agree on a budget or appropriation legislation to fund
the federal government’s operations (also known as a government shutdown), and financial markets’ and businesses’
reactions to any such failure;
potential instability associated with the regulatory and executive policies, proposals and orders of the U.S. presidential
administration, including any directed at our operations, business practices or capital allocation strategies;
government actions, policies, programs and regulations directed at or affecting the housing market (including the tax
benefits associated with purchasing and owning a home, and the standards, fees and size limits applicable to the
purchase or insuring of mortgage loans by government-sponsored enterprises and government agencies), the
homebuilding industry, or construction activities;
changes in existing tax laws or enacted corporate income tax rates, including those resulting from regulatory guidance
and interpretations issued with respect thereto, such as IRS guidance regarding heightened qualification requirements
for federal tax credits for building energy-efficient homes and the pending expiration of such tax credits in 2026;
changes in U.S. trade policies, including the imposition of tariffs and duties on homebuilding materials and products,
and related trade disputes with and retaliatory measures taken by other countries;
disruptions in world and regional trade flows, economic activity and supply chains due to the military conflict in
Ukraine, including those stemming from wide-ranging sanctions the U.S. and other countries have imposed or may
further impose on Russian business sectors, financial organizations, individuals and raw materials, the impact of which
may, among other things, increase our operational costs, exacerbate building materials and appliance shortages and/or
reduce our revenues and earnings;
the adoption of new or amended financial accounting standards and the guidance and/or interpretations with respect
thereto;
the availability and cost of land in desirable areas and our ability to timely and efficiently develop acquired land
parcels and open new home communities;
impairment, land option contract abandonment or other inventory-related charges, including any stemming from
decreases in the value of our land assets;
55
our warranty claims experience with respect to homes previously delivered and actual warranty costs incurred;
costs and/or charges arising from regulatory compliance requirements or from legal, arbitral or regulatory proceedings,
investigations, claims or settlements, including unfavorable outcomes in any such matters resulting in actual or
potential monetary damage awards, penalties, fines or other direct or indirect payments, or injunctions, consent decrees
or other voluntary or involuntary restrictions or adjustments to our business operations or practices that are beyond our
current expectations and/or accruals;
our ability to use/realize the net deferred tax assets we have generated;
our ability to successfully implement our current and planned strategies and initiatives related to our product,
geographic and market positioning, gaining share and scale in our served markets, through, among other things, our
making substantial investments in land and land development, which, in some cases, involves putting significant
capital over several years into large projects in one location, and in entering into new markets;
our operational and investment concentration in markets in California;
consumer interest in and responsiveness to our new home communities, products and simplified selling process and
transparent pricing initiatives, particularly from first-time homebuyers and higher-income consumers;
our ability to generate orders and convert our backlog of orders to home deliveries and revenues, particularly in key
markets in California;
our ability to successfully implement our business strategies and achieve any associated financial and operational
targets and objectives, including those discussed in this report or in any of our other public filings, presentations or
disclosures;
income tax expense volatility associated with stock-based compensation;
the ability of our homebuyers to obtain homeowners and flood insurance policies, and/or typical or lender-required
policies for other hazards or events, for their homes, which may depend on the ability and willingness of insurers or
government-funded or -sponsored programs to offer coverage at an affordable price or at all;
the ability of our homebuyers to obtain residential mortgage loans and mortgage banking services, which may depend
on the ability and willingness of lenders and financial institutions to offer such loans and services to our homebuyers;
the performance of mortgage lenders to our homebuyers;
the performance of KBHS;
the ability and willingness of lenders and financial institutions to extend credit facilities to KBHS to fund its originated
mortgage loans;
information technology failures and data security breaches;
an epidemic, pandemic or significant seasonal or other disease outbreak, and the control response measures that
international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to
address it, which may precipitate or exacerbate one or more of the above-mentioned and/or other risks, and
significantly disrupt or prevent us from operating our business in the ordinary course for an extended period;
widespread protests and/or civil unrest, whether due to political events, social movements or other reasons; and
other events outside of our control. 
Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We enter into debt obligations primarily to support general corporate purposes, including the operations of our subsidiaries. 
We are subject to interest rate risk on our debt.  For fixed rate debt, changes in interest rates generally affect the fair value of the
debt instrument, but not our earnings or cash flows.  Conversely, for variable rate debt, changes in interest rates generally do
not impact the fair value of the debt instrument, but may affect our future earnings and cash flows.  We generally have no
obligation to prepay our debt before maturity, and, as a result, interest rate risk and changes in fair market value should not have
a significant impact on our fixed rate debt until we are required or elect to refinance or repurchase such debt.  Under our current
policies, we do not use interest rate derivative instruments to manage our exposure to changes in interest rates.
56
The following tables present principal cash flows by scheduled maturity, weighted average effective interest rates and the
estimated fair value of our debt obligations as of November 30, 2025 and 2024 (dollars in thousands):
As of November 30, 2025 and for the Years Ending November 30,
Fair Value at
November 30,
2025
2026
2027
2028
2029
2030
Thereafter
Total
Fixed Rate
$
$300,000
$
$300,000
$350,000
$390,000
$1,340,000
$1,333,188
Weighted Average
Effective Interest
Rate
%
7.1%
%
5.0%
7.5%
4.2%
5.9%
Variable Rate (a)
$
$
$
$360,000
$
$
$360,000
$360,000
Weighted Average
Effective Interest
Rate
%
%
%
5.4%
%
%
5.4%
(a)  The interest rate for our variable rate debt, which was solely comprised of the Term Loan, represents the weighted average
interest rate in effect at November 30, 2025.  Based upon the amount of variable rate debt outstanding at November 30,
2025, and holding the variable rate debt balance constant, each 100 basis-point increase in the interest rate would increase
the interest we incur by approximately $3.6 million per year.
As of November 30, 2024 and for the Years Ending November 30,
Fair Value at
November 30,
2024
2025
2026
2027
2028
2029
Thereafter
Total
Fixed Rate
$
$
$300,000
$
$300,000
$740,000
$1,340,000
$1,309,700
Weighted Average
Effective Interest
Rate
%
%
7.1%
%
5.0%
5.7%
5.9%
Variable Rate (b)
$
$360,000
$
$
$
$
$360,000
$360,000
Weighted Average
Effective Interest
Rate
%
6.0%
%
%
%
%
6.0%
(b)  The interest rate for our variable rate debt, which was solely comprised of the Term Loan, represents the weighted average
interest rate in effect at November 30, 2024. 
Unconsolidated Joint Ventures.  The tables above do not include debt of our unconsolidated joint ventures.  For a
discussion pertaining to the debt of our homebuilding and financial services unconsolidated joint ventures, see Note 9
Investments in Unconsolidated Joint Ventures in the Notes to Consolidated Financial Statements in this report.
Our financial services unconsolidated joint venture, KBHS, is exposed to interest rate risk as it relates to its lending
activities, including originating mortgage loans and providing IRLCs to customers.  KBHS enters into best efforts forward sale
commitments with secondary market investors to manage the risk of adverse interest rate movements that could impact the fair
value of IRLCs.  Best efforts forward sale commitments allow KBHS to agree on the sales price of the underlying loans that
will be realized upon their sale into the secondary market.  KBHS does not engage in speculative or trading derivative activities. 
KBHS’ entire loan portfolio is held for sale and subject to best efforts forward sale commitments.  Further information is
provided in Note 9Investments in Unconsolidated Joint Ventures in the Notes to Consolidated Financial Statements in this
report.
57
Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
KB HOME
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
Separate combined financial statements of our unconsolidated joint venture activities have been omitted because, if
considered in the aggregate, they would not constitute a significant subsidiary as defined by Rule 3-09 of Regulation S-X.
58
KB HOME
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
 
 
Years Ended November 30,
 
2025
2024
2023
Total revenues
$6,236,214
$6,930,086
$6,410,629
Homebuilding:
Revenues
$6,211,905
$6,902,239
$6,381,106
Construction and land costs
(5,058,660)
(5,451,483)
(5,030,275)
Selling, general and administrative expenses
(646,182)
(686,848)
(632,094)
Operating income
507,063
763,908
718,737
Interest income and other
7,386
32,101
13,759
Equity in income (loss) of unconsolidated joint ventures
5,715
6,019
(713)
Loss on early extinguishment of debt
(954)
Homebuilding pretax income
519,210
802,028
731,783
Financial services:
Revenues
24,309
27,847
29,523
Expenses
(6,120)
(6,133)
(5,726)
Equity in income of unconsolidated joint ventures
16,790
27,176
15,697
Financial services pretax income
34,979
48,890
39,494
Total pretax income
554,189
850,918
771,277
Income tax expense
(125,400)
(195,900)
(181,100)
Net income
$428,789
$655,018
$590,177
Earnings per share:
Basic
$6.28
$8.70
$7.25
Diluted
$6.15
$8.45
$7.03
Weighted average shares outstanding:
Basic
67,905
74,753
80,842
Diluted
69,254
76,955
83,380
See accompanying notes.
59
KB HOME
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
 
Years Ended November 30,
 
2025
2024
2023
Net income
$428,789
$655,018
$590,177
Other comprehensive income:
Postretirement benefit plan adjustments:
Net actuarial gain arising during the period
464
416
2,720
Amortization of net actuarial gain
(237)
(461)
(112)
Other comprehensive income (loss) before tax
227
(45)
2,608
Income tax expense related to items of other comprehensive income
(loss)
(61)
12
(704)
Other comprehensive income (loss), net of tax
166
(33)
1,904
Comprehensive income
$428,955
$654,985
$592,081
See accompanying notes.
60
KB HOME
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Shares)
 
 
November 30,
 
2025
2024
Assets
Homebuilding:
Cash and cash equivalents
$228,614
$597,973
Receivables
350,636
377,533
Inventories
5,670,802
5,528,020
Investments in unconsolidated joint ventures
72,436
67,020
Property and equipment, net
101,457
90,359
Deferred tax assets, net
88,665
102,421
Other assets
107,833
105,920
6,620,443
6,869,246
Financial services
59,809
66,923
Total assets
$6,680,252
$6,936,169
Liabilities and stockholders’ equity
Homebuilding:
Accounts payable
$351,261
$384,894
Accrued expenses and other liabilities
731,946
796,261
Notes payable
1,692,977
1,691,679
2,776,184
2,872,834
Financial services
3,210
2,719
Stockholders’ equity:
Preferred stock — $1.00 par value; 10,000,000 shares authorized; none issued
Common stock —$1.00 par value; 290,000,000 shares authorized at November 30, 2025
and 2024; 74,477,254 and 74,409,977 shares issued at November 30, 2025 and 2024,
respectively
74,477
74,410
Paid-in capital
863,718
862,049
Retained earnings
3,629,638
3,269,423
Accumulated other comprehensive loss
(3,538)
(3,704)
Treasury stock, at cost — 11,303,643 and 2,253,156 shares at November 30, 2025 and
2024, respectively
(663,437)
(141,562)
Total stockholders’ equity
3,900,858
4,060,616
Total liabilities and stockholders’ equity
$6,680,252
$6,936,169
See accompanying notes.
61
KB HOME
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In Thousands)
 
Years Ended November 30, 2025, 2024 and 2023
 
Number of Shares
Common
Stock
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Grantor
Stock
Ownership
Trust
Treasury
Stock
Total
Stockholders’
Equity
Common
Stock
Grantor
Stock
Ownership
Trust
Treasury
Stock
Balance at November 30, 2022
100,711
(6,705)
(10,016)
$100,711
$836,260
$3,143,578
$(5,575)
$(72,718)
$(341,461)
$3,660,795
Net income
590,177
590,177
Other comprehensive income,
net of tax
1,904
1,904
Dividends on common stock
(56,831)
(56,831)
Employee stock options/other
565
565
8,292
8,857
Stock awards
927
(33,471)
33,471
Stock-based compensation
34,612
34,612
Stock repurchases, including
excise tax
(9,244)
(415,136)
(415,136)
Tax payments associated with
stock-based compensation
awards
(371)
(14,238)
(14,238)
Balance at November 30, 2023
101,276
(6,705)
(18,704)
101,276
845,693
3,676,924
(3,671)
(72,718)
(737,364)
3,810,140
Net income
655,018
655,018
Other comprehensive loss, net
of tax
(33)
(33)
Dividends on common stock
(71,554)
(71,554)
Employee stock options/other
691
691
9,742
10,433
Stock awards
682
(27,856)
27,856
Stock-based compensation
34,470
34,470
Stock repurchases, including
excise tax
(4,725)
(352,842)
(352,842)
Tax payments associated with
stock-based compensation
awards
(358)
(25,016)
(25,016)
Termination of grantor stock
ownership trust
6,705
(6,705)
72,718
(72,718)
Retirement of treasury stock
(27,557)
27,557
(27,557)
(990,965)
1,018,522
Balance at November 30, 2024
74,410
(2,253)
74,410
862,049
3,269,423
(3,704)
(141,562)
4,060,616
Net income
428,789
428,789
Other comprehensive income,
net of tax
166
166
Dividends on common stock
(68,574)
(68,574)
Employee stock options/other
67
67
1,003
1,070
Stock awards
688
(45,572)
45,572
Stock-based compensation
46,238
46,238
Stock repurchases, including
excise tax
(9,385)
(543,583)
(543,583)
Tax payments associated with
stock-based compensation
awards
(354)
(23,864)
(23,864)
Balance at November 30, 2025
74,477
(11,304)
$74,477
$863,718
$3,629,638
$(3,538)
$
$(663,437)
$3,900,858
See accompanying notes.
62
KB HOME
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands) 
 
Years Ended November 30,
 
2025
2024
2023
Cash flows from operating activities:
Net income
$428,789
$655,018
$590,177
Adjustments to reconcile net income to net cash provided by operating
activities:
Equity in income of unconsolidated joint ventures
(22,505)
(33,195)
(14,984)
Distributions of earnings from unconsolidated joint ventures
33,240
26,775
23,171
Amortization of debt issuance costs
3,638
3,483
3,381
Depreciation and amortization
37,303
37,272
36,413
Deferred income taxes
13,756
17,054
41,393
Gain on sale of investment
(12,516)
Loss on early extinguishment of debt
954
Stock-based compensation
46,238
34,470
34,612
Inventory impairments and land option contract abandonments
32,051
4,597
11,424
Changes in assets and liabilities:
Receivables
4,996
16,586
(12,919)
Inventories
(179,457)
(385,795)
426,812
Accounts payable, accrued expenses and other liabilities
(75,166)
(7,241)
(62,200)
Other, net
11,845
6,214
5,419
Net cash provided by operating activities
335,682
362,722
1,082,699
Cash flows from investing activities:
Contributions to unconsolidated joint ventures
(16,362)
(14,509)
(27,694)
Return of investments in unconsolidated joint ventures
2,965
1,992
5,100
Proceeds from sale of investment
1,709
Purchases of property and equipment, net
(48,400)
(39,311)
(35,468)
Net cash used in investing activities
(61,797)
(50,119)
(58,062)
Cash flows from financing activities:
Borrowings under revolving credit facility
740,000
170,000
Repayments under revolving credit facility
(740,000)
(320,000)
Payment of issuance costs
(9,891)
Payments on mortgages and land contracts due to land sellers and 
other loans
(73)
(917)
(3,843)
Issuance of common stock under employee stock plans
1,070
10,433
8,857
Stock repurchases and excise taxes paid
(541,303)
(353,698)
(411,438)
Tax payments associated with stock-based compensation awards
(23,864)
(25,016)
(14,238)
Payments of cash dividends
(68,574)
(71,554)
(56,831)
Net cash used in financing activities
(642,635)
(440,752)
(627,493)
Net increase (decrease) in cash and cash equivalents
(368,750)
(128,149)
397,144
Cash and cash equivalents at beginning of year
599,193
727,342
330,198
Cash and cash equivalents at end of year
$230,443
$599,193
$727,342
See accompanying notes.
63
KB HOME
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1.Summary of Significant Accounting Policies
Operations.  KB Home is a builder of attached and detached single-family residential homes, townhomes and
condominiums.  As of November 30, 2025, we conducted ongoing operations in Arizona, California, Colorado, Florida, Idaho,
Nevada, North Carolina, Texas and Washington.  We also offer property and casualty insurance and, in certain instances,
earthquake, flood and personal property insurance to our homebuyers in the same markets as our homebuilding reporting
segments, and provide title services in the majority of our markets located within our Southwest, Central and Southeast
homebuilding reporting segments.  We offer mortgage banking services, including mortgage loan originations, to our
homebuyers indirectly through KBHS, which is an unconsolidated joint venture between us and a third party.
Basis of Presentation.  Our consolidated financial statements have been prepared in accordance with GAAP and include
our accounts and those of the consolidated subsidiaries in which we have a controlling financial interest.  All intercompany
balances and transactions have been eliminated in consolidation.  Investments in unconsolidated joint ventures in which we
have less than a controlling financial interest are accounted for using the equity method.
Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make
estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. 
Actual results could differ from those estimates.
Cash and Cash Equivalents.  We consider all highly liquid short-term investments purchased with an original maturity of
three months or less to be cash equivalents.  Our cash equivalents totaled $152.6 million at November 30, 2025 and $385.1
million at November 30, 2024.  At November 30, 2025 and 2024, our cash equivalents were mainly invested in interest-bearing
bank deposit accounts and money market funds.
Receivables.  We record receivables net of an allowance for doubtful accounts.  This allowance for potential losses is
established or maintained for expected uncollectible receivables.  The allowance is estimated based on our evaluation of the
receivables, taking into account historical collection experience, general economic conditions, specific credit risk of the
counterparties and other relevant information.
Property and Equipment and Depreciation.  Property and equipment are recorded at cost and are depreciated using the
straight-line method over their estimated useful lives as follows: computer software and equipment – two to 15 years; model
furnishings and sales office improvements – two to three years; office furniture and equipment – three to 10 years; and
leasehold improvements – life of the lease.  Repair and maintenance costs are expensed as incurred.  Depreciation expense
totaled $37.3 million in 2025, $37.3 million in 2024 and $36.4 million in 2023.
Investments in Equity Securities.  We have elected to measure our investments in equity securities without readily
determinable fair values at cost less impairment, if any, including adjustments for observable price changes in orderly
transactions for an identical or similar investment of the same issuer.  These investments, which totaled $15.2 million at both
November 30, 2025 and 2024, are included in other assets in our consolidated balance sheets.
Homebuilding Operations.  We recognize homebuilding revenue by applying the following steps in determining the timing
and amount of revenue to recognize: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the
contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract, if
applicable; and (5) recognize revenue when (or as) we satisfy a performance obligation.
Our home sale transactions are made pursuant to contracts under which we typically have a single performance obligation
to deliver a completed home to the homebuyer when closing conditions are met.  Revenues from home sales are recognized
when we have satisfied the performance obligation within the sales contract, which is generally when title to and possession of
the home and the risks and rewards of ownership are transferred to the homebuyer on the closing date.  Under our home sales
contracts, we typically receive an initial cash deposit from the homebuyer at the time the sales contract is executed and receive
the remaining consideration to which we are entitled, through a third-party escrow agent, at closing.  Customer deposits related
to sold but undelivered homes are included in accrued expenses and other liabilities.
Concurrent with the recognition of revenues in our consolidated statements of operations, all sales incentives are recorded
as a reduction of revenues.  Sales incentives vary by community and may be in the form of price concessions on the selling
price of a home, mortgage-related concessions, closing cost allowances and/or free products or services.  When we provide
sales incentives in the form of free products or services to homebuyers, their costs are reflected as construction and land costs
because such incentives are identified in our home sales contracts with homebuyers as an intrinsic part of our single
64
performance obligation to deliver and transfer title to their home for the transaction price stated in the contracts.  Cash proceeds
from home sale closings held by third-party escrow agents for our benefit, typically for less than five days, are considered
deposits in-transit and classified as cash. 
We may periodically elect to sell parcels of land to third parties if such assets no longer fit into our strategic operating plans
or are zoned for non-residential development.  Land sale transactions are made pursuant to contracts under which we typically
have a performance obligation(s) to deliver specified land parcels to the buyer when closing conditions are met.  We evaluate
each land sales contract to determine our performance obligation(s) under the contract, including whether we have a distinct
promise to perform post-closing land development work that is material within the context of the contract, and use objective
criteria to determine our completion of the applicable performance obligation(s), whether at a point in time or over time. 
Revenues from land sales are recognized when we have satisfied the performance obligation(s) within the sales contract, which
is generally when title to and possession of the land and the risks and rewards of ownership are transferred to the land buyer on
the closing date.  Under our land sales contracts, we typically receive an initial cash deposit from the buyer at the time the
contract is executed and receive the remaining consideration to which we are entitled, through a third-party escrow agent, at
closing.  In the limited circumstances where we provide financing to the land buyer, we determine that collectability of the
receivable is reasonably assured before we recognize revenue.
In instances where we have a distinct and material performance obligation(s) within the context of a land sales contract to
perform land development work after the closing date, a portion of the transaction price under the contract is allocated to such
performance obligation(s) and is recognized as revenue over time based upon our estimated progress toward the satisfaction of
the performance obligation(s).  We generally measure our progress based on our costs incurred relative to the total costs
expected to satisfy the performance obligation(s).  While the payment terms for such a performance obligation(s) vary, we
generally receive the final payment when we have completed our land development work to the specifications detailed in the
applicable land sales contract and it has been accepted by the land buyer.
Homebuilding revenues include forfeited deposits, which occur when home sales or land sales contracts, if any, that
involve a non-refundable deposit are cancelled.  Revenues from forfeited deposits are immaterial.
Within our homebuilding operations, substantially all of our contracts with customers and the related performance
obligations have an original expected duration of one year or less.
Construction and land costs are comprised of direct and allocated costs, including estimated future costs for the limited
warranty we provide on our homes, and certain amenities within a community.  Land acquisition, land development and other
common costs are generally allocated on a relative fair value basis to the homes or lots within the applicable community or land
parcel.  Land acquisition and land development costs include related interest and real estate taxes. 
Disaggregation of Revenues. Our homebuilding operations accounted for 99.6%, 99.6% and 99.5% of our total revenues
for the years ended November 30, 2025, 2024 and 2023, respectively, with most of those revenues generated from home sales
contracts with customers.  Due to the nature of our revenue-generating activities, we believe the disaggregation of revenues as
reported in our consolidated statements of operations, and as disclosed by homebuilding reporting segment in Note 2 – Segment
Information and for our financial services reporting segment in Note 3 – Financial Services, fairly depicts how the nature,
amount, timing and uncertainty of cash flows are affected by economic factors.
Inventories.  Housing and land inventories are stated at cost, unless the carrying value is determined not to be recoverable,
in which case the affected inventories are written down to fair value or fair value less associated costs to sell.  Real estate assets,
such as our housing and land inventories, are tested for recoverability whenever events or changes in circumstances indicate
that their carrying value may not be recoverable.  Recoverability is measured by comparing the carrying value of an asset to the
undiscounted future net cash flows expected to be generated by the asset.  These impairment evaluations are significantly
impacted by estimates for the amounts and timing of future revenues, costs and expenses, and other factors.  If the carrying
value of a real estate asset is determined not to be recoverable, the impairment charge to be recognized is measured by the
amount by which the carrying value of the affected asset exceeds its estimated fair value.  For land held for sale, if the fair value
less associated costs to sell exceeds the asset’s carrying value, no impairment charge is recognized.
Capitalized Interest.  Interest is capitalized to inventories while the related communities or land parcels are being actively
developed and until homes are completed or the land is available for immediate sale.  Capitalized interest is amortized to
construction and land costs as the related inventories are delivered to homebuyers or land buyers (as applicable).  We do not
capitalize interest on land held for future development and land held for sale.
Fair Value Measurements.  Fair value measurements are used for inventories on a nonrecurring basis when events and
circumstances indicate that their carrying value is not recoverable.  For these real estate assets, fair value is determined based on
the estimated future net cash flows discounted for inherent risk associated with each such asset, or other valuation techniques.
65
Our financial instruments consist of cash and cash equivalents, corporate-owned life insurance, outstanding borrowings
under the Credit Facility, if any, and the Term Loan, senior notes, and mortgages and land contracts due to land sellers and
other loans.  Fair value measurements of financial instruments are determined by various market data and other valuation
techniques as appropriate.  When available, we use quoted market prices in active markets to determine fair value.
Financial Services Operations.  Our financial services reporting segment, which includes the operations of KB HOME
Mortgage Company, generates revenues primarily from insurance commissions and title services. Revenues from title services
are recognized when policies are issued, which generally occurs at the time each applicable home sale is closed.  We receive
commissions from various third-party insurance carriers for arranging for the carriers to provide homeowner and other
insurance policies for our homebuyers that elect to obtain such coverage.  In addition, each time a homebuyer renews their
insurance policy with the insurance carrier, we receive a renewal commission.  Revenues from insurance commissions are
recognized when the insurance carrier issues an initial insurance policy to our homebuyer, which generally occurs at the time
each applicable home sale is closed.  As our performance obligations for policy renewal commissions are satisfied upon
issuance of the initial insurance policy, insurance commissions for renewals are considered variable consideration. 
Accordingly, we estimate the probable future renewal commissions when an initial policy is issued and record a corresponding
contract asset and insurance commission revenues.  We estimate the amount of variable consideration based on historical
renewal trends and constrain the estimate such that it is probable that a significant reversal of cumulative recognized revenue
will not occur.  We also consider the likelihood and magnitude of a potential future reversal of revenue and update our
assessment at the end of each reporting period.  The contract assets for estimated future renewal commissions are included in
other assets within our financial services reporting segment.
Warranty Costs.  We provide a limited warranty on all of our homes.  We estimate the costs that may be incurred under
each limited warranty and record a liability in the amount of such costs at the time the revenue associated with the sale of each
home is recognized.  Our primary assumption in estimating the amounts we accrue for warranty costs is that historical claims
experience is a strong indicator of future claims experience.  Factors that affect our warranty liability include the number of
homes delivered, historical and anticipated rates of warranty claims, and cost per claim.  We periodically assess the adequacy of
our accrued warranty liability and adjust the amount as necessary based on our assessment. Our warranty liability is presented
on a gross basis for all years without consideration of recoveries and amounts we have paid on behalf of and expect to recover
from other parties, if any.  Estimates of recoveries and amounts we have paid on behalf of and expect to recover from other
parties, if any, are recorded as receivables when such recoveries are considered probable.
Self-Insurance.  We self-insure a portion of our overall risk through the use of a captive insurance subsidiary.  We record
liabilities based on the estimated costs required to cover reported claims, claims incurred but not yet reported, and claim
adjustment expenses.  These estimated costs are based on an actuarial analysis of our historical claims and expense data, as well
as industry data.  Our self-insurance liability is presented on a gross basis for all years without consideration of
insurance recoveries and amounts we have paid on behalf of and expect to recover from other parties, if any.  Estimates of
insurance recoveries and amounts we have paid on behalf of and expect to recover from other parties, if any, are recorded as
receivables when such recoveries are considered probable.
Community Sales Office and Other Marketing- and Model Home-Related Costs.  Community sales office and other
marketing- and model home-related costs are either recorded as inventories, capitalized as property and equipment, or expensed
to selling, general and administrative expenses as incurred.  Costs related to the construction of a model home, inclusive of
design choices and options that will be sold as part of the home, are recorded as inventories and recognized as construction and
land costs when the model home is delivered to a homebuyer.  Costs to furnish and ready a model home or on-site community
sales facility that will not be sold as part of the model home, such as costs for model furnishings, community sales office and
model complex grounds, sales office construction and sales office furniture and equipment, are capitalized as property and
equipment under “model furnishings and sales office improvements.”  Model furnishings and sales office improvements are
depreciated to selling, general and administrative expenses over their estimated useful lives.  Other costs related to the
marketing of a community, removing the on-site community sales facility and readying a completed (model) home for sale are
expensed to selling, general and administrative expenses as incurred.
Advertising Costs.  We expense advertising costs as incurred.  We incurred advertising costs of $42.0 million in 2025,
$39.9 million in 2024 and $34.2 million in 2023.
Legal Fees.  Legal fees associated with litigation and similar proceedings that are not expected to provide a benefit in
future periods are generally expensed as incurred.  Legal fees associated with land acquisition and development and other
activities that are expected to provide a benefit in future periods are capitalized to inventories in our consolidated balance sheets
as incurred.  We expensed legal fees of $8.3 million in 2025, $8.7 million in 2024 and $10.4 million in 2023.
66
Stock-Based Compensation.  We measure and recognize compensation expense associated with our grant of equity-based
awards at an amount equal to the fair value of share-based payments granted under compensation arrangements over the vesting
period.  For certain equity-based awards granted in October 2025 containing new provisions that accelerate or continue vesting
upon retirement, we recognize compensation expense over the period from the grant date to the date that retirement eligibility is
achieved, if that is expected to occur during the standard vesting period.  Additionally, for such awards granted to retirement-
eligible employees, the full compensation cost of the award is recognized immediately upon grant.  We estimate the fair value
of stock options granted using the Black-Scholes option-pricing model with assumptions based primarily on historical data.  We
estimate the fair value of other equity-based awards using the closing price of our common stock on the grant date.  For PSUs,
we recognize compensation expense ratably over the vesting period when it is probable that stated performance targets will be
achieved and record cumulative adjustments in the period in which estimates change.  We account for forfeitures of equity-
based awards as they occur.
Income Taxes.  The provision for, or benefit from, income taxes is calculated using the asset and liability method, under
which deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax basis of
assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax
assets are evaluated on a quarterly basis to determine if adjustments to the valuation allowance are required.  This evaluation is
based on the consideration of all available positive and negative evidence using a “more likely than not” standard with respect
to whether deferred tax assets will be realized.  The ultimate realization of our deferred tax assets depends primarily on our
ability to generate future taxable income during the periods in which the related deferred tax assets become deductible.  The
value of deferred tax assets in our consolidated balance sheets depends on applicable income tax rates. 
Accumulated Other Comprehensive Loss.  The accumulated balances of other comprehensive loss in the consolidated
balance sheets as of November 30, 2025 and 2024 were comprised solely of adjustments recorded directly to accumulated other
comprehensive loss related to our benefit plan obligations.  Such adjustments are made annually as of November 30, when our
benefit plan obligations are remeasured.
Earnings Per Share.  We compute earnings per share using the two-class method, which is an allocation of earnings
between the holders of common stock and a company’s participating security holders.  Our outstanding nonvested shares of
restricted stock contain non-forfeitable rights to dividends and, therefore, are considered participating securities for purposes of
computing earnings per share pursuant to the two-class method.  We had no other participating securities at November 30,
2025, 2024 or 2023.
Adoption of New Accounting Pronouncement.  In November 2023, the FASB issued Accounting Standards Update No.
2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which is
intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant
segment expenses.  The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within
fiscal years beginning after December 15, 2024, with retrospective application required for all prior periods presented.  We
adopted ASU 2023-07 for 2025 and included the related disclosures in Note 2Segment Information.  The adoption of this
guidance, which is related to disclosures only, had no impact on our consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted.  In December 2023, the FASB issued Accounting Standards Update
No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the
rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or
loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income
tax expense or benefit from continuing operations (separated by federal, state and foreign).  ASU 2023-09 also requires entities
to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.  The guidance
is effective for annual periods beginning after December 15, 2024.  Early adoption is permitted for annual financial statements
that have not yet been issued or made available for issuance.  ASU 2023-09 should be applied on a prospective basis, but
retrospective application is permitted.  We are currently evaluating the potential impact of adopting this new guidance on our
consolidated financial statements and related disclosures.
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement — Reporting
Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement
Expenses” (“ASU 2024-03”), which requires disclosure of certain costs and expenses on an interim and annual basis in the
notes to the consolidated financial statements.  The guidance is effective for annual reporting periods beginning after December
15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027.  Early adoption is permitted. 
The guidance is to be applied either (1) prospectively to financial statements issued for reporting periods after the effective date
or (2) retrospectively to any or all prior periods presented in the financial statements.  We are currently evaluating the potential
impact of adopting this new guidance on our consolidated financial statements and related disclosures. 
67
In September 2025, the FASB issued Accounting Standards Update No. 2025-06, “Intangibles-Goodwill and Other-
Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU
2025-06”), which modernizes the accounting for costs related to internal-use software by removing all references to project
stages and clarifying the threshold entities apply to begin capitalizing costs.  The guidance is effective for annual reporting
periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, and may be
applied using a prospective, retrospective or modified transition approach.  Early adoption is permitted as of the beginning of an
annual reporting period.  We are currently evaluating the potential impact of adopting this new guidance on our consolidated
financial statements and related disclosures.
Note 2.Segment Information
We operate two principal businesses: homebuilding and financial services. An operating segment is defined as a
component of an enterprise for which separate financial information is available and for which segment results are evaluated
regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. 
Each of our homebuilding divisions has been identified as an operating segment.  Our homebuilding operating segments
have been aggregated into four homebuilding reporting segments, based primarily on similarities in economic and geographic
characteristics, product types, regulatory environments, methods used to sell and construct homes and land acquisition
characteristics.  Our CODM, identified as our chief executive officer and chief operating officer for purposes of our reportable
segment disclosures, regularly reviews operating results for the individual operating segments that comprise our reporting
segments.
The CODM evaluates the performance of our homebuilding operating segments primarily based on their respective
housing gross profit margin and pretax income (loss).  These profitability measures are used by the CODM in making operating
and capital resource allocation decisions at the segment level, including their review and approval of land acquisition and land
sale transactions.  The CODM also uses these measures in business planning and forecasting, and considers budget-to-actual
variances for these measures when assessing segment performance.  In addition, segment pretax income (loss) is used by the
CODM in determining the compensation of certain employees. 
As of November 30, 2025, our homebuilding reporting segments conducted ongoing operations in the following states:
West Coast:
California, Idaho and Washington
Southwest:
Arizona and Nevada
Central:
Colorado and Texas
Southeast:
Florida and North Carolina
Our homebuilding reporting segments are engaged in the acquisition and development of land primarily for residential
purposes and offer a wide variety of homes that are designed to appeal to first-time, first move-up and active adult homebuyers. 
Our homebuilding operations generate most of their revenues from the delivery of completed homes to homebuyers.  They also
earn revenues from the sale of land. 
We also have one financial services reporting segment.  The CODM reviews pretax income for our financial services
segment to assess performance and to inform decisions about the allocation of resources to the segment and as to financial
services product offerings.
Our financial services reporting segment earns revenues primarily from insurance commissions and from the provision of
title services.  We offer mortgage banking services, including mortgage loan originations, to our homebuyers indirectly through
KBHS, our unconsolidated joint venture with GR Alliance, a subsidiary of Guaranteed Rate, Inc.  We and GR Alliance each
have a 50.0% ownership interest, with GR Alliance providing management oversight of KBHS’ operations.  The financial
services reporting segment is separately reported in our consolidated financial statements and in Note 3Financial Services.
Corporate and other is a non-operating segment that develops and oversees the implementation of company-wide strategic
initiatives and provides support to our reporting segments by centralizing certain administrative functions.  Corporate
management is responsible for, among other things, evaluating and selecting the geographic markets in which we operate,
consistent with our overall business strategy; allocating capital resources to markets for land acquisition and development
activities; making major personnel decisions related to employee compensation and benefits; and monitoring the financial and
operational performance of our divisions.  Corporate and other includes general and administrative expenses related to
operating our corporate headquarters.  A portion of the expenses incurred by Corporate and other is allocated to our
homebuilding reporting segments.
68
Our reporting segments follow the same accounting policies used for our consolidated financial statements as described in
Note 1Summary of Significant Accounting Policies.  The results of each reporting segment are not necessarily indicative of
the results that would have occurred had the segment been an independent, stand-alone entity during the periods presented, nor
are they indicative of the results to be expected in future periods.
The following tables present certain statements of operations information relating to our homebuilding reporting segments
(in thousands):
Year Ended November 30, 2025
West Coast
Southwest
Central
Southeast
Corporate
and Other
Total
Revenues:
Housing
$2,690,807
$1,245,446
$1,176,854
$1,097,453
$
$6,210,560
Land
858
487
1,345
Total
2,691,665
1,245,446
1,176,854
1,097,940
6,211,905
Construction and land costs:
Housing
(2,205,357)
(940,796)
(960,962)
(910,342)
(7,804)
(5,025,261)
Land
(812)
(536)
(1,348)
Inventory-related charges
(4,324)
(1,642)
(20,407)
(5,678)
(32,051)
Total
(2,210,493)
(942,438)
(981,369)
(916,556)
(7,804)
(5,058,660)
Gross profits:
Housing (a)
481,126
303,008
195,485
181,433
(7,804)
1,153,248
Land
46
(49)
(3)
Total
481,172
303,008
195,485
181,384
(7,804)
1,153,245
Marketing expenses
(60,972)
(23,615)
(39,179)
(30,427)
(9,276)
(163,469)
Commission expenses
(77,451)
(39,906)
(50,874)
(43,412)
(211,643)
General and administrative expenses
(43,213)
(25,677)
(31,941)
(29,542)
(140,697)
(271,070)
Operating income (loss)
299,536
213,810
73,491
78,003
(157,777)
507,063
Other (b)
5,953
(215)
13
(3)
6,399
12,147
Homebuilding pretax income (loss)
$305,489
$213,595
$73,504
$78,000
$(151,378)
$519,210
Housing gross profit margin as a percentage   
of housing revenues
17.9%
24.3%
16.6%
16.5%
%
18.6%
Year Ended November 30, 2024
West Coast
Southwest
Central
Southeast
Corporate
and Other
Total
Revenues:
Housing
$2,931,648
$1,309,950
$1,449,632
$1,207,437
$
$6,898,667
Land
410
3,162
3,572
Total
2,932,058
1,309,950
1,452,794
1,207,437
6,902,239
Construction and land costs:
Housing
(2,364,046)
(984,463)
(1,133,497)
(956,136)
(6,643)
(5,444,785)
Land
(21)
(2,080)
(2,101)
Inventory-related charges
(2,941)
(267)
(843)
(546)
(4,597)
Total
(2,367,008)
(984,730)
(1,136,420)
(956,682)
(6,643)
(5,451,483)
Gross profits:
Housing (a)
564,661
325,220
315,292
250,755
(6,643)
1,449,285
Land
389
1,082
1,471
Total
565,050
325,220
316,374
250,755
(6,643)
1,450,756
Marketing expenses
(55,057)
(24,489)
(43,341)
(27,668)
(7,553)
(158,108)
Commission expenses
(83,492)
(42,682)
(63,532)
(48,621)
(238,327)
General and administrative expenses
(56,887)
(29,267)
(38,069)
(31,353)
(134,837)
(290,413)
Operating income (loss)
369,614
228,782
171,432
143,113
(149,033)
763,908
Other (b)
6,252
(242)
31
22
32,057
38,120
Homebuilding pretax income (loss)
$375,866
$228,540
$171,463
$143,135
$(116,976)
$802,028
Housing gross profit margin as a percentage   
of housing revenues
19.3%
24.8%
21.7%
20.8%
%
21.0%
69
Year Ended November 30, 2023
West Coast
Southwest
Central
Southeast
Corporate
and Other
Total
Revenues:
2
0
2
4
Housing
$2,321,093
$1,163,913
$1,827,264
$1,058,151
$
$6,370,421
Land
6,035
4,650
10,685
Total
2,321,093
1,169,948
1,831,914
1,058,151
6,381,106
Construction and land costs:
Housing
(1,883,520)
(891,121)
(1,413,021)
(811,756)
(9,941)
(5,009,359)
Land
(4,911)
(4,581)
(9,492)
Inventory-related charges
(4,902)
(57)
(2,461)
(4,004)
(11,424)
Total
(1,888,422)
(896,089)
(1,420,063)
(815,760)
(9,941)
(5,030,275)
Gross profits:
Housing (a)
432,671
272,735
411,782
242,391
(9,941)
1,349,638
Land
1,124
69
1,193
Total
432,671
273,859
411,851
242,391
(9,941)
1,350,831
Marketing expenses
(50,318)
(23,917)
(41,020)
(22,677)
(5,645)
(143,577)
Commission expenses
(70,060)
(37,472)
(74,048)
(41,163)
(222,743)
General and administrative expenses
(45,334)
(23,846)
(38,180)
(31,422)
(126,992)
(265,774)
Operating income (loss)
266,959
188,624
258,603
147,129
(142,578)
718,737
Other (b)
(730)
(127)
20
145
13,738
13,046
Homebuilding pretax income (loss)
$266,229
$188,497
$258,623
$147,274
$(128,840)
$731,783
Housing gross profit margin as a percentage   
of housing revenues
18.6%
23.4%
22.5%
22.9%
%
21.2%
(a)Housing gross profits are calculated by subtracting housing construction and land costs and inventory-related charges from housing revenues.
(b)Other is primarily comprised of interest income, interest expense and equity in income (loss) of unconsolidated joint ventures.  For the year ended
November 30, 2024, Corporate and Other also includes a gain associated with the sale of our ownership interest in a privately held technology company,
as described in Note 11Other Assets.  The following table summarizes the equity in income (loss) of unconsolidated joint ventures by homebuilding
reporting segment (in thousands):
 
Years Ended November 30,
 
2025
2024
2023
Equity in income (loss) of unconsolidated joint ventures:
West Coast
$5,937
$6,241
$(731)
Southwest
(219)
(244)
(127)
Central
Southeast
(3)
22
145
Total
$5,715
$6,019
$(713)
The following tables present certain balance sheet information relating to our homebuilding reporting segments (in
thousands):
 
November 30,
 
2025
2024
Inventories:
West Coast
$3,048,056
$2,915,543
Southwest
969,260
845,910
Central
758,962
839,920
Southeast
894,524
926,647
Total
$5,670,802
$5,528,020
70
 
November 30,
 
2025
2024
Investments in unconsolidated joint ventures:
West Coast
$68,708
$59,286
Southwest
1,180
5,209
Central
Southeast
2,548
2,525
Total
$72,436
$67,020
Assets:
West Coast
$3,300,212
$3,178,188
Southwest
1,019,475
915,072
Central
910,307
1,001,393
Southeast
943,846
972,993
Corporate and other
446,603
801,600
Total
$6,620,443
$6,869,246
Note 3.Financial Services
The following tables present financial information relating to our financial services reporting segment (in thousands):
 
Years Ended November 30,
 
2025
2024
2023
Revenues
Insurance commissions
$14,240
$16,403
$17,804
Title services
10,069
11,444
11,719
Total
24,309
27,847
29,523
Expenses
General and administrative
(6,120)
(6,133)
(5,726)
Operating income
18,189
21,714
23,797
Equity in income of unconsolidated joint ventures
16,790
27,176
15,697
Pretax income
$34,979
$48,890
$39,494
 
November 30,
 
2025
2024
Assets
Cash and cash equivalents
$1,829
$1,220
Receivables
5,569
5,407
Investments in unconsolidated joint ventures
13,231
21,997
Other assets (a)
39,180
38,299
Total assets
$59,809
$66,923
Liabilities
Accounts payable and accrued expenses
$3,210
$2,719
Total liabilities
$3,210
$2,719
(a)Other assets at November 30, 2025 and 2024 included $39.1 million and $38.2 million, respectively, of contract assets for
estimated future renewal commissions.
71
Note 4.Earnings Per Share
Basic and diluted earnings per share were calculated as follows (in thousands, except per share amounts):
 
Years Ended November 30,
 
2025
2024
2023
Numerator:
Net income
$428,789
$655,018
$590,177
Less: Distributed earnings allocated to participating securities
(426)
(527)
(413)
Less: Undistributed earnings allocated to participating securities
(2,244)
(4,301)
(3,861)
Numerator for basic earnings per share
426,119
650,190
585,903
Effect of dilutive securities:
Add: Undistributed earnings allocated to participating securities
2,244
4,301
3,861
Less: Undistributed earnings reallocated to participating securities
(2,200)
(4,179)
(3,744)
Numerator for diluted earnings per share
$426,163
$650,312
$586,020
Denominator:
Weighted average shares outstanding — basic
67,905
74,753
80,842
Effect of dilutive securities:
Share-based payments
1,349
2,202
2,538
Weighted average shares outstanding — diluted
69,254
76,955
83,380
Basic earnings per share
$6.28
$8.70
$7.25
Diluted earnings per share
$6.15
$8.45
$7.03
In 2025, 2024 and 2023, no outstanding stock options were excluded from the diluted earnings per share calculation. 
Contingently issuable shares associated with outstanding PSUs were not included in the basic earnings per share calculations
for the periods presented, as the applicable vesting conditions had not been satisfied.
Note 5.Receivables
Receivables consisted of the following (in thousands):
 
November 30,
 
2025
2024
Due from utility companies, improvement districts and municipalities (a)
$184,924
$173,733
Recoveries related to self-insurance and other legal claims
115,210
136,949
Income taxes receivable
12,108
10,543
Refundable deposits and bonds
9,468
10,667
Other
33,473
49,887
Subtotal
355,183
381,779
Allowance for doubtful accounts
(4,547)
(4,246)
Total
$350,636
$377,533
(a)These receivables typically relate to infrastructure improvements we make with respect to our communities.  We are
generally reimbursed for the cost of such improvements when they are accepted by the utility company, improvement
district or municipality, or after certain events occur, depending on the terms of the applicable agreements.  These events
may include, but are not limited to, the connection of utilities or the issuance of bonds by the respective improvement
districts or municipalities.
72
Note 6.Inventories
Inventories consisted of the following (in thousands):
 
November 30,
 
2025
2024
Homes completed or under construction
$1,571,793
$1,990,113
Land under development
4,099,009
3,537,907
Total
$5,670,802
$5,528,020
Homes completed or under construction is comprised of costs associated with homes completed or in various stages of
construction and includes direct construction and related land acquisition and land development costs.  Land under development
primarily consists of land acquisition and land development costs.  Land development costs include capitalized interest and real
estate taxes.  When home construction begins, the associated land acquisition and land development costs are included in homes
under construction. 
Land under development at November 30, 2025 and 2024 included land held for future development of $27.3 million and
$21.2 million, respectively.  Land held for future development principally relates to land where development activity has been
suspended or has not yet begun but is expected to occur in the future.  These assets are generally located in submarkets where
conditions do not presently support further investment or development, or are subject to a building permit moratorium or
regulatory restrictions, or are portions of larger land parcels that we plan to build out over several years and/or that have not yet
been entitled. 
Our interest costs were as follows (in thousands):
 
Years Ended November 30,
 
2025
2024
2023
Capitalized interest at beginning of year
$122,387
$134,375
$145,494
Interest incurred
113,921
105,642
107,086
Interest amortized to construction and land costs (a)
(110,681)
(117,630)
(118,205)
Capitalized interest at end of year
$125,627
$122,387
$134,375
(a)Interest amortized to construction and land costs for the years ended November 30, 2025, 2024 and 2023 included nominal
amounts related to land sales during the periods.
Note 7.Inventory Impairments and Land Option Contract Abandonments
Each community or land parcel in our owned inventory is assessed to determine if indicators of potential impairment exist. 
Impairment indicators are assessed separately for each community or land parcel on a quarterly basis and include, but are not
limited to, the following: significant decreases in net orders, average selling prices, volume of homes delivered, gross profit
margins on homes delivered or projected gross profit margins on homes in backlog or future deliveries; significant increases in
budgeted land development and home construction costs or cancellation rates; or projected losses on expected future land sales. 
If indicators of potential impairment exist for a community or land parcel, the identified asset is evaluated for recoverability. 
We evaluated 11, eight and five communities or land parcels for recoverability as of November 30, 2025, 2024 and 2023,
respectively.  The carrying values of those communities or land parcels evaluated as of November 30, 2025, 2024 and 2023
were $154.1 million, $139.5 million and $89.3 million, respectively.  In addition, we evaluated land held for future
development for recoverability as of November 30, 2025, 2024 and 2023.  Inventory impairment charges are included in
construction and land costs in our consolidated statements of operations.
When an indicator of potential impairment is identified for a community or land parcel, we test the asset for recoverability
by comparing the carrying value of the asset to the undiscounted future net cash flows expected to be generated by the asset. 
The undiscounted future net cash flows are impacted by then-current conditions and trends in the market in which the asset is
located as well as factors known to us at the time the cash flows are calculated.  These factors may include recent trends in our
orders, backlog, cancellation rates and volume of homes delivered, as well as our expectations related to the following: product
offerings; market supply and demand, including estimated average selling prices and related price appreciation; and land
development, home construction and overhead costs to be incurred and related cost inflation.  Our inventory is assessed for
potential impairment on a quarterly basis, and the assumptions used are reviewed and adjusted, as necessary, to reflect the
market conditions and trends and our expectations at the time each assessment is performed. 
73
Given the inherent challenges and uncertainties in forecasting future results, our inventory assessments at the time they are
made take into consideration whether a community or land parcel is active, meaning whether it is open for sales and/or
undergoing development, or whether it is being held for future development or held for sale.  Due to the short-term nature of
active communities and land held for sale, as compared to land held for future development, our inventory assessments
generally assume the continuation of then-current market conditions, subject to identifying information suggesting significant
sustained changes in such conditions.  Our assessments of active communities, at the time made, generally anticipate net orders,
average selling prices, volume of homes delivered and costs for land development and home construction to continue at or near
then-current levels through the particular asset’s estimated remaining life.  Inventory assessments for our land held for future
development consider then-current market conditions as well as subjective forecasts regarding the timing and costs of land
development and home construction and related cost inflation; the product(s) to be offered; and the net orders, volume of homes
delivered, and selling prices and related price appreciation of the offered product(s) when an associated community is
anticipated to open for sales.  We evaluate various factors to develop these forecasts, including the availability of and demand
for homes and finished lots within the relevant marketplace; historical, current and expected future sales trends for the
marketplace; and third-party data, if available.  The estimates, expectations and assumptions used in each of our inventory
assessments are specific to each community or land parcel based on what we believe are reasonable forecasts for their particular
performance, and may vary among communities or land parcels and may vary over time.
We record an inventory impairment charge on a community or land parcel that is active or held for future development
when indicators of potential impairment exist and the carrying value of the real estate asset is greater than the undiscounted
future net cash flows the asset is expected to generate.  These real estate assets are written down to fair value, which is primarily
determined based on the estimated future net cash flows discounted for inherent risk associated with each such asset, or other
valuation techniques.  Inputs used in our calculation of estimated discounted future net cash flows are specific to each affected
real estate asset and are based on our expectations for each such asset as of the applicable measurement date, including, among
others, expectations related to average selling prices and volume of homes delivered.  The discount rates we used were
impacted by one or more of the following at the time the calculation was made: the risk-free rate of return; expected risk
premium based on estimated land development, home construction and delivery timelines; market risk from potential future
price erosion; cost uncertainty due to land development or home construction cost increases; and other risks specific to the asset
or conditions in the market in which the asset is located. 
We record an inventory impairment charge on land held for sale when the carrying value of a land parcel is greater than its
fair value.  These real estate assets are written down to fair value, less associated costs to sell.  The estimated fair values of such
assets are generally based on bona fide letters of intent from outside parties, executed sales contracts, broker quotes or similar
information.
The following table summarizes ranges for significant quantitative unobservable inputs we utilized in our fair value
measurements with respect to impaired communities, other than land held for sale, written down to fair value during the years
presented:
Years Ended November 30,
Unobservable Input (a)
2025
2024
2023
Average selling price
$394,500 - $680,300
n/a
n/a
Deliveries per month
2 - 3
n/a
n/a
Discount rate
17% - 20%
n/a
n/a
(a)Ranges of inputs presented primarily reflect differences between the housing markets where each impacted community is
located, rather than fluctuations in prevailing market conditions.
Based on the results of our evaluations, we recognized inventory impairment charges of $15.5 million in 2025 related to
four communities with a post-impairment fair value of $38.6 million.  We recognized no inventory impairment charges in 2024
or 2023.  The impairment charges in 2025 were principally driven by increased land development costs imposed by a
municipality affecting certain communities, and our decisions to make changes in our operational strategies aimed at more
quickly monetizing our investment in certain communities, mainly by accelerating the overall pace for selling, building and
delivering homes therein.  If we change our strategy or if there are changes in market conditions for any given asset, it is
possible that we may recognize additional inventory impairment charges. 
As of November 30, 2025, the aggregate carrying value of our inventory that had been impacted by inventory impairment
charges was $38.0 million, representing seven communities and various other land parcels.  As of November 30, 2024, the
aggregate carrying value of our inventory that had been impacted by inventory impairment charges was $32.1 million,
representing four communities and various other land parcels.
74
Our inventory controlled under land option contracts and other similar contracts is assessed to determine whether it
continues to meet our investment return standards.  Assessments are made separately for each optioned land parcel on a
quarterly basis and are affected by the following factors relative to the market in which the asset is located, among others:
current and/or anticipated net orders, average selling prices and volume of homes delivered; estimated land development and
home construction costs; and projected profitability on expected future housing or land sales.  When a decision is made not to
exercise certain land option contracts and other similar contracts due to market conditions and/or changes in our marketing
strategy, we write off the related inventory costs, including non-refundable deposits and unrecoverable pre-acquisition costs. 
Based on the results of our assessments, we recognized land option contract abandonment charges of $16.5 million in 2025,
$4.6 million in 2024 and $11.4 million in 2023.  Land option contract abandonment charges are included in construction and
land costs in our consolidated statements of operations. 
The estimated remaining life of each community or land parcel in our inventory depends on various factors, such as the
total number of lots remaining; the expected timeline to acquire and entitle land and develop lots to build homes; the anticipated
future net order and cancellation rates; and the expected timeline to build and deliver homes sold.  While it is difficult to
determine a precise timeframe for any particular inventory asset, based on current market conditions and expected delivery
timelines, we estimate our inventory assets’ remaining operating lives to range generally from one year to 10 years, and expect
to realize, on an overall basis, the majority of our inventory balance as of November 30, 2025 within five years.
Due to the judgment and assumptions applied in our inventory impairment and land option contract abandonment
assessment processes, and in our estimations of the remaining operating lives of our inventory assets and the realization of our
inventory balances, particularly as to land held for future development, it is possible that actual results could differ substantially
from those estimated, especially in periods of volatile housing market or economic conditions.
Note 8.Variable Interest Entities
Unconsolidated Joint Ventures.  We participate in joint ventures from time to time that conduct land acquisition, land
development and/or other homebuilding activities in various markets where our homebuilding operations are located.  Our
investments in these joint ventures may create a variable interest in a variable interest entity (“VIE”), depending on the
contractual terms of the arrangement.  We analyze our joint ventures under the variable interest model to determine whether
they are VIEs and, if so, whether we are the primary beneficiary.  Based on our analyses, we determined that one of our joint
ventures at November 30, 2025 and 2024 was a VIE, but we were not the primary beneficiary of the VIE.  Therefore, all of our
joint ventures at November 30, 2025 and 2024 were unconsolidated and accounted for under the equity method because we did
not have a controlling financial interest. 
Land Option Contracts and Other Similar Contracts.  In the ordinary course of our business, we enter into land option
contracts and other similar contracts with third parties and unconsolidated entities to acquire rights to land for the construction
of homes.  The use of these contracts generally allows us to reduce the market risks associated with direct land ownership and
development, and reduce our capital and financial commitments, including interest and other carrying costs.  Under these
contracts, which generally do not contain provisions requiring our specific performance, we typically make a specified option
payment or earnest money deposit in consideration for the right to purchase land in the future, usually at a predetermined price. 
We analyze each of our land option contracts and other similar contracts under the variable interest model to determine
whether the land seller is a VIE and, if so, whether we are the primary beneficiary.  Although we do not have legal title to the
underlying land, we are required to consolidate a VIE if we are the primary beneficiary.  In determining whether we are the
primary beneficiary, we consider, among other things, whether we have the power to direct the activities of the VIE that most
significantly impact the VIE’s economic performance.  Such activities would include, among other things, determining or
limiting the scope or purpose of the VIE, selling or transferring property owned or controlled by the VIE, or arranging financing
for the VIE.  As a result of our analyses, we determined that as of November 30, 2025 and 2024, we were not the primary
beneficiary of any VIEs from which we have acquired rights to land under land option contracts and other similar contracts. 
The following table presents a summary of our interests in land option contracts and other similar contracts (in thousands):
November 30, 2025
November 30, 2024
Cash
Deposits
Aggregate
Purchase Price
Cash
Deposits
Aggregate
Purchase Price
Unconsolidated VIEs
$51,872
$1,320,433
$50,469
$1,705,542
Other land option contracts and other similar contracts
29,014
742,861
31,470
885,588
Total
$80,886
$2,063,294
$81,939
$2,591,130
75
In addition to the cash deposits presented in the table above, our exposure to loss related to our land option contracts and
other similar contracts with third parties and unconsolidated entities consisted of pre-acquisition costs of $62.8 million at
November 30, 2025 and $34.3 million at November 30, 2024.  These pre-acquisition costs and cash deposits were included in
inventories in our consolidated balance sheets.
For land option contracts and other similar contracts where the land seller entity is not required to be consolidated under the
variable interest model, we consider whether such contracts should be accounted for as financing arrangements.  Land option
contracts and other similar contracts that may be considered financing arrangements include those we enter into with third-party
land financiers or developers in conjunction with such third parties acquiring a specific land parcel(s) on our behalf, at our
direction, and those with other landowners where we or our designee make improvements to the optioned land parcel(s) during
the applicable option period.  For these land option contracts and other similar contracts, we record the remaining purchase
price of the associated land parcel(s) in inventories in our consolidated balance sheets with a corresponding financing obligation
if we determine that we are effectively compelled to exercise the option to purchase the land parcel(s).  In making this
determination with respect to a land option contract, we consider the non-refundable deposit(s) we have made and any non-
reimbursable expenditures we have incurred for land improvement activities or other items up to the assessment date; additional
costs associated with abandoning the contract; and our commitments, if any, to incur non-reimbursable costs associated with the
contract. As a result of our evaluations of land option contracts and other similar contracts for financing arrangements, we
recorded inventories in our consolidated balance sheets, with a corresponding increase to accrued expenses and other liabilities,
of $15.4 million at November 30, 2025 and $26.0 million at November 30, 2024.
Note 9.Investments in Unconsolidated Joint Ventures
Homebuilding.  We have investments in unconsolidated joint ventures that conduct land acquisition, land development and/
or other homebuilding activities in various markets where our homebuilding operations are located.  We and our unconsolidated
joint venture partners make initial and/or ongoing capital contributions to these unconsolidated joint ventures, typically on a pro
rata basis, according to our respective equity interests.  The obligations to make capital contributions are governed by each such
unconsolidated joint venture’s respective operating agreement and related governing documents.  Our partners in these
unconsolidated joint ventures are unrelated homebuilders, and/or land developers and other real estate entities, or commercial
enterprises.  These investments are designed primarily to reduce market and development risks and to increase the number of
lots we own or control.  In some instances, participating in unconsolidated joint ventures has enabled us to acquire and develop
land that we might not otherwise have had access to due to a project’s size, financing needs, duration of development or other
circumstances.  While we consider our participation in unconsolidated joint ventures as potentially beneficial to our
homebuilding activities, we do not view such participation as essential. 
For distributions we receive from these unconsolidated joint ventures, we have elected to use the cumulative earnings
approach for our consolidated statements of cash flows.  Under the cumulative earnings approach, distributions up to the
amount of cumulative equity in earnings recognized are treated as returns on investment within operating cash flows and those
in excess of that amount are treated as returns of investment within investing cash flows.
We typically have obtained rights to acquire portions of the land held by the unconsolidated joint ventures in which we
currently participate.  When an unconsolidated joint venture sells land to our homebuilding operations, we defer recognition of
our share of such unconsolidated joint venture’s earnings (losses) until we recognize revenues on the corresponding home sale,
which is generally when title to and possession of the home and the risks and rewards of ownership are transferred to the
homebuyer on the closing date.  At that time, we account for the earnings (losses) as a reduction (increase) to the cost of
purchasing the land from the unconsolidated joint venture.  We defer recognition of our share of such unconsolidated joint
venture losses only to the extent profits are to be generated from the sale of the home to a homebuyer.
We share in the earnings (losses) of these unconsolidated joint ventures generally in accordance with our respective equity
interests.  In some instances, we recognize earnings (losses) related to our investment in an unconsolidated joint venture that
differ from our equity interest in the unconsolidated joint venture.  This typically arises from our deferral of the unconsolidated
joint venture’s earnings (losses) from land sales to us, or other items. 
We had investments in six unconsolidated joint ventures as of November 30, 2025, 2024 and 2023The following table
presents combined condensed information from the statements of operations for our homebuilding unconsolidated joint
ventures (in thousands):
76
 
Years Ended November 30,
 
2025
2024
2023
Revenues
$70,038
$65,866
$2,871
Construction and land costs
(52,650)
(48,627)
(1,111)
Other expenses, net
(5,810)
(5,033)
(2,907)
Income (loss)
$11,578
$12,206
$(1,147)
The combined revenues and construction and land costs for November 30, 2025 and 2024 primarily related to homes
delivered by an unconsolidated joint venture in California.  In 2023, our unconsolidated joint ventures did not deliver any
homes. 
The following table presents combined condensed balance sheet information for our homebuilding unconsolidated joint
ventures (in thousands):
 
November 30,
 
2025
2024
Assets
Cash
$14,347
$18,869
Receivables
5,517
2,918
Inventories
155,015
158,322
Other assets
620
1,052
Total assets
$175,499
$181,161
Liabilities and equity
Accounts payable and other liabilities
$10,063
$8,091
Notes payable (a)
40,216
47,300
Equity
125,220
125,770
Total liabilities and equity
$175,499
$181,161
(a)As of both November 30, 2025 and 2024, the unconsolidated joint venture in California that delivered homes in 2025 and
2024 had borrowings outstanding under a term loan with a third-party lender to finance its land acquisition, development
and construction activities.  In January 2025, the term loan was amended, increasing the aggregate commitment to
$60.0 million from $55.0 million, and providing an eight-month loan extension option, which replaced two previous six-
month extension options.  Pursuant to the amendment, the aggregate commitment was reduced to $55.2 million on August
31, 2025, and is to be reduced to $40.0 million on February 28, 2026.  This term loan is scheduled to mature on April 19,
2026, unless extended or terminated pursuant to its applicable terms.  If the term loan is extended, the aggregate
commitment would be reduced to $28.0 million effective April 19, 2026.  Borrowings under the term loan are secured by
the underlying property and related project assets.  None of our other unconsolidated joint ventures had outstanding debt at
November 30, 2025 or 2024.
We provide certain guarantees and indemnities to the lender in connection with the above-described revolving line of
credit, including a guaranty of interest and carry costs; a guaranty to complete the construction of phases of the improvements
for the project as such phases are commenced; a guaranty against losses suffered due to certain bad acts or failures to act by the
unconsolidated joint venture or its partners; and an indemnity from environmental issues.  Except to the extent related to the
foregoing guarantees and indemnities, we do not have a guaranty or any other obligation to repay borrowings under the line of
credit or to support the value of the underlying collateral.  However, various financial and non-financial covenants apply under
the line of credit and with respect to the related guaranty and indemnity obligations, and a failure to comply with such
covenants could result in a default and cause the lender to seek to enforce such guaranty and indemnity obligations.  As of the
date of this report, we were in compliance with the relevant covenants.  We do not believe that our existing exposure under our
guaranty and indemnity obligations related to outstanding borrowings under the line of credit is material to our consolidated
financial statements.
77
Financial Services.  The following table presents combined condensed information from the statements of operations for
our financial services unconsolidated joint ventures, mostly comprised of KBHS’s activities (in thousands):
 
Years Ended November 30,
 
2025
2024
2023
Revenues
$103,028
$129,516
$100,785
Expenses
(69,449)
(75,165)
(69,390)
Income
$33,579
$54,351
$31,395
Revenues are primarily generated from fees earned on mortgage loan originations, interest earned for the period loans are
held by KBHS, and gains on the sales of mortgage loans held for sale.  Gains on the sales of mortgage loans held for sale
include the realized and unrealized gains and losses associated with changes in the fair value of such loans and any related
derivative financial instruments.
The following table presents combined condensed balance sheet information for our financial services unconsolidated joint
venture (in thousands):
November 30,
2025
2024
Assets
Cash and cash equivalents (a)
$23,393
$31,702
Mortgage loans held for sale
177,068
122,828
Other assets
8,104
22,815
Total assets
$208,565
$177,345
Liabilities and equity
Accounts payable and other liabilities
$13,394
$15,398
Funding facilities
168,709
117,953
Equity
26,462
43,994
Total liabilities and equity
$208,565
$177,345
(a)Cash and cash equivalents includes restricted cash of $.9 million at November 30, 2025 and $1.3 million at November 30,
2024.
Mortgage loans held for saleOriginated mortgage loans expected to be sold into the secondary market in the foreseeable
future are reported as mortgage loans held for sale and carried in KBHS’ balance sheets at fair value, with changes in fair value
recognized within revenues in KBHS’ statements of operations.
Interest rate lock commitmentsKBHS enters into IRLCs in connection with originating certain mortgage loans held for
sale, at specified interest rates and within a specified period of time, with customers who have applied for a mortgage loan and
meet certain credit and underwriting criteria.  KBHS accounts for IRLCs as free-standing derivatives and does not designate
any for hedge accounting.  As a result, IRLCs are recognized in KBHS’ balance sheets at fair value, and gains or losses
resulting from changes in fair value are recognized within revenues in KBHS’ statements of operations.  The fair value of
IRLCs is based on market prices, which includes an estimate of the fair value of the associated mortgage servicing rights,
adjusted for estimated costs to originate the underlying mortgage loans, as well as the probability that the mortgage loans will
fund within the terms of the IRLCs.  The fair value of IRLCs included in other assets in KBHS’ balance sheets was $4.6 million
at November 30, 2025 and $16.0 million at November 30, 2024.  The changes in the fair value of IRLCs, which were reported
in revenues for the applicable periods, were losses of $11.4 million for 2025 and $16.0 million for 2023 and a gain of $2.1
million for 2024. 
KBHS manages the interest rate and price risk associated with its outstanding IRLCs by entering into best efforts forward
sale commitments under which mortgage loans locked with a borrower are simultaneously committed to a secondary market
investor at a fixed price, subject to the underlying mortgage loans being funded.  These best efforts forward sale commitments
do not meet the definition of derivative financial instruments and are therefore not recorded in KBHS’ balance sheets.  If the
mortgage loans underlying the IRLCs do not fund, KBHS has no obligation to fulfill the secondary market investor
commitments. 
78
Funding facilitiesKBHS maintains warehouse lines of credit and master repurchase agreements with various financial
institutions to fund its originated mortgage loans, with its mortgage loans held for sale pledged as collateral under these
agreements.  The agreements contain covenants which include certain financial requirements, including maintenance of
minimum tangible net worth, minimum liquid assets, maximum debt to net worth ratio and positive net income, as defined in
the agreements.  KBHS was in compliance with these covenants as of November 30, 2025.  In addition to its compliance with
these covenants, KBHS also depends on the ability and willingness of the applicable lenders and financial institutions,
including any substitute or additional lenders and financial institutions, to extend such credit facilities to KBHS to fund its
originated mortgage loans.  KBHS intends to renew these facilities when they expire at various dates in 2026.  The warehouse
lines of credit and master repurchase agreements are not guaranteed by us or any of our Guarantor Subsidiaries.
Note 10.Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
November 30,
2025
2024
Computer software and equipment
$61,627
$54,875
Model furnishings and sales office improvements
120,357
102,907
Leasehold improvements, office furniture and equipment
23,019
22,280
Subtotal
205,003
180,062
Accumulated depreciation
(103,546)
(89,703)
Total
$101,457
$90,359
Note 11.Other Assets
Other assets consisted of the following (in thousands):
 
November 30,
 
2025
2024
Cash surrender value of corporate-owned life insurance contracts
$51,182
$51,912
Lease right-of-use assets
17,494
18,704
Prepaid expenses
14,982
17,799
Other (a)
24,175
17,505
Total
$107,833
$105,920
(a)Other includes investments in equity securities without readily determinable fair values, totaling $15.2 million at
November 30, 2025 and 2024.  We received these securities in connection with the March 1, 2024 sale of substantially all
the assets of an investee company, in which we had an aggregate ownership interest of approximately 13.5%, to a privately
held buyer through a merger.  From the sale, we received cash plus certain preferred and common equity interests in the
buyer.  In connection with the sale, we recognized a gain of $12.5 million, which was included in interest income and other
in our consolidated statements of operations for the year ended November 30, 2024. 
79
Note 12.Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consisted of the following (in thousands):
 
November 30,
 
2025
2024
Self-insurance and other legal liabilities
$290,107
$315,851
Employee compensation and related benefits
157,170
182,460
Warranty liability
101,245
96,026
Inventory-related obligations (a)
48,243
44,408
Accrued interest payable
29,219
28,806
Customer deposits
28,033
44,029
Lease liabilities
19,775
20,859
Real estate and business taxes
13,612
17,056
Other
44,542
46,766
Total
$731,946
$796,261
(a)Represents liabilities for financing arrangements discussed in Note 8Variable Interest Entities, as well as liabilities for
fixed or determinable amounts associated with TIFE assessments.  As homes are delivered, our obligation to pay the
remaining TIFE assessments associated with each underlying lot is transferred to the homebuyer.  As such, these
assessment obligations will be paid by us only to the extent we do not deliver homes on applicable lots before the related
TIFE obligations mature.
Note 13.Leases
We lease certain property and equipment for use in our operations.  We recognize lease expense for these leases generally
on a straight-line basis over the lease term and combine lease and non-lease components for all leases.  Lease right-of-use assets
and lease liabilities are recorded in our consolidated balance sheets for leases with an expected term at the commencement date
of more than 12 months.  Some of our leases include one or more renewal options, the exercise of which is generally at our
discretion.  Such options are excluded from the expected term of the lease unless we determine it is reasonably certain the
option will be exercised.  Lease liabilities are equal to the present value of the remaining lease payments while the amount of
lease right-of-use assets is based on the lease liabilities, subject to adjustment, such as for lease incentives.  Our leases do not
provide a readily determinable implicit interest rate; therefore, we estimate our incremental borrowing rate to calculate the
present value of remaining lease payments.  In determining our incremental borrowing rate, we considered the lease term,
market interest rates, current interest rates on our senior notes and the effects of collateralization.  Our lease population at
November 30, 2025 was comprised of operating leases where we are the lessee, primarily real estate leases for our corporate
offices, division offices and design studios, as well as certain equipment leases.  Our lease agreements do not contain any
residual value guarantees or material restrictive covenants.
Lease expense is included in selling, general and administrative expenses in our consolidated statements of operations and
includes costs for leases with terms of more than 12 months as well as short-term leases with terms of 12 months or less.  For
the years ended November 30, 2025, 2024 and 2023, our total lease expense was $20.5 million, $20.2 million and
$22.1 million, respectively, and included short-term lease costs of $7.2 million, $7.0 million and $8.6 million, respectively. 
Variable lease costs and external sublease income for the years ended November 30, 2025, 2024 and 2023 were immaterial.
The following table presents our lease right-of-use assets, lease liabilities and the weighted-average remaining lease term
and weighted-average discount rate (incremental borrowing rate) used in calculating the lease liabilities (dollars in thousands):
November 30,
2025
2024
Lease right-of-use assets (a)
$17,519
$18,734
Lease liabilities (a)
19,801
20,887
Weighted-average remaining lease term
2.9 years
2.8 years
Weighted-average discount rate (incremental borrowing rate)
4.5%
4.6%
80
(a)Lease right-of-use assets and lease liabilities are predominantly within our homebuilding operations, with only nominal
amounts in our financial services operations. 
The following table presents additional information about our leases (in thousands):
 
Years Ended November 30,
2025
2024
Lease right-of-use assets obtained in exchange for new lease liabilities
$7,968
$4,780
Cash payments on lease liabilities
12,459
12,594
As of November 30, 2025, the future minimum lease payments required under our leases are as follows (in thousands):
Years Ending November 30,
2026
$7,935
2027
7,001
2028
4,077
2029
1,586
2030
592
Thereafter
Total lease payments
21,191
Less: Interest
(1,390)
Present value of lease liabilities
$19,801
Note 14.Income Taxes
Income Tax Expense.  The components of the income tax expense in our consolidated statements of operations are as
follows (in thousands):
Federal
State
Total
2025
Current
$(90,600)
$(21,100)
$(111,700)
Deferred
(8,600)
(5,100)
(13,700)
Income tax expense
$(99,200)
$(26,200)
$(125,400)
2024
Current
$(147,300)
$(31,500)
$(178,800)
Deferred
(3,100)
(14,000)
(17,100)
Income tax expense
$(150,400)
$(45,500)
$(195,900)
2023
Current
$(123,200)
$(17,200)
$(140,400)
Deferred
(8,400)
(32,300)
(40,700)
Income tax expense
$(131,600)
$(49,500)
$(181,100)
Our effective tax rates were 22.6% for 2025, 23.0% for 2024 and 23.5% for 2023.
In 2025, our income tax expense and effective tax rate included the favorable impacts of $13.1 million of Section 45L tax
credits we recognized primarily from building energy-efficient homes and $8.2 million of excess tax benefits related to stock-
based compensation, partly offset by $12.9 million of non-deductible executive compensation expense.  In 2024, our income
tax expense and effective tax rate reflected the favorable impacts of $19.3 million of Section 45L tax credits and $7.9 million of
excess tax benefits related to stock-based compensation, partly offset by $10.7 million of non-deductible executive
compensation expense.  In 2023, our income tax expense and effective tax rate reflected the favorable impacts of $25.2 million
81
of Section 45L tax credits and $5.5 million of excess tax benefits related to stock-based compensation, partly offset by
$12.2 million of non-deductible executive compensation expense.   
In 2025, Section 45L tax credits decreased year over year, largely reflecting the impact of guidance the IRS issued in 2023
that heightened the Section 45L energy-efficiency qualification standard for homes built in California relative to other states
and our decision to build homes in many of our markets beginning in 2025 that are highly energy efficient and qualify for
ENERGY STAR certification but do not qualify for Section 45L tax credits.  We believe the additional costs necessary to
satisfy the higher standards for some of our homes outweigh the possible benefits of meeting those higher standards for both
our business and our buyers.
On July 4, 2025, the OBBBA was signed into law.  Among its provisions is the repeal of Section 45L tax credits for new
energy-efficient homes delivered after June 30, 2026.  As a result, beginning in our 2026 third quarter, our income tax expense
and effective tax rate will no longer reflect a benefit from such tax credits as to homes delivered after the effective date.  The
other tax-related provisions of the OBBBA are not expected to have a material impact on our consolidated financial statements.
Deferred Tax Assets, Net.  Deferred income taxes result from temporary differences in the financial and tax basis of assets
and liabilities.  Significant components of our deferred tax liabilities and assets are as follows (in thousands):
 
November 30,
 
2025
2024
Deferred tax liabilities:
Capitalized expenses
$27,463
$26,792
State taxes
7,860
9,680
Depreciation and amortization
5,169
8,055
Other
313
308
Total
40,805
44,835
Deferred tax assets:
Warranty, legal and other accruals
49,322
50,360
Employee benefits
47,482
53,282
NOLs from 2006 through 2025
20,280
21,811
Capitalized expenses
18,839
21,861
Inventory impairment and land option contract abandonment charges
5,261
7,653
Partnerships and joint ventures
2,189
5,879
Tax credits
410
2,019
Other
1,187
1,191
Total
144,970
164,056
Valuation allowance
(15,500)
(16,800)
Total
129,470
147,256
Deferred tax assets, net
$88,665
$102,421
Reconciliation of Expected Income Tax Expense.  The income tax expense computed at the statutory U.S. federal income
tax rate and the income tax expense provided in our consolidated statements of operations differ as follows (dollars in
thousands):
82
 
Years Ended November 30,
 
2025
2024
2023
$
%
$
%
$
%
Income tax expense computed at statutory rate
$(116,380)
(21.0)%
$(178,692)
(21.0)%
$(161,982)
(21.0)%
Tax credits
14,726
2.7
19,321
2.3
25,218
3.3
Stock compensation
6,719
1.2
6,405
.7
4,471
.6
Valuation allowance for deferred tax assets
1,300
.2
100
200
Non-deductible compensation
(10,527)
(1.9)
(8,703)
(1.0)
(9,975)
(1.3)
State taxes, net of federal income tax benefit
(21,755)
(3.9)
(36,028)
(4.2)
(39,307)
(5.1)
Other, net
517
.1
1,697
.2
275
Income tax expense 
$(125,400)
(22.6)%
$(195,900)
(23.0)%
$(181,100)
(23.5)%
Deferred Tax Asset Valuation Allowance.  We evaluate our deferred tax assets quarterly to determine if adjustments to our
valuation allowance are required based on the consideration of all available positive and negative evidence using a “more likely
than not” standard with respect to whether deferred tax assets will be realized.  Our evaluation considers, among other factors,
our historical operating results, our expectation of future profitability, the duration of the applicable statutory carryforward
periods, and conditions in the housing market and the broader economy.  In our evaluation, we give more significant weight to
evidence that is objective in nature as compared to subjective evidence.  Also, more significant weight is given to evidence that
directly relates to our then-current financial performance as compared to indirect or less current evidence.  The ultimate
realization of our deferred tax assets depends primarily on our ability to generate future taxable income during the periods in
which the related deferred tax assets become deductible.  The value of our deferred tax assets depends on applicable income tax
rates.
Our deferred tax assets of $104.2 million at November 30, 2025 and $119.2 million at November 30, 2024 were partially
offset in each year by valuation allowances of $15.5 million and $16.8 million, respectively.  The deferred tax asset valuation
allowances at November 30, 2025 and 2024 were primarily related to certain state NOLs that had not met the “more likely than
not” realization standard at those dates.  As a result of changes in state income tax rates and our utilization of certain state
NOLs, we reduced the valuation allowance by $1.3 million in 2025.  As of November 30, 2025, we would need to generate
approximately $356.0 million of pretax income within certain states in future periods before 2044 to realize our deferred tax
assets.  Based on the evaluation of our deferred tax assets as of November 30, 2025 and 2024, we determined that most of our
deferred tax assets would be realized.
We will continue to evaluate both the positive and negative evidence on a quarterly basis in determining the need for a
valuation allowance with respect to our deferred tax assets.  The accounting for deferred tax assets is based upon estimates of
future results.  Changes in positive and negative evidence, including differences between estimated and actual results, could
result in changes in the valuation of our deferred tax assets that could have a material impact on our consolidated financial
statements.  Changes in existing federal and state tax laws and corporate income tax rates could also affect actual tax results and
the realization of deferred tax assets over time.
The majority of the tax benefits associated with our NOLs can be carried forward for 20 years and applied to offset future
taxable income.  Depending on their applicable statutory period, the state NOLs of $20.3 million, if not utilized, will begin to
expire between 2026 and 2044.  In 2025, $.1 million of state NOLs expired.  No state NOLs expired in 2024 or 2023.   
Unrecognized Tax Benefits.  Gross unrecognized tax benefits are the differences between a tax position taken or expected
to be taken in a tax return, and the benefit recognized for accounting purposes.  A reconciliation of the beginning and ending
balances of gross unrecognized tax benefits, including interest and penalties, is as follows (in thousands):
 
Years Ended November 30,
 
2025
2024
2023
Balance at beginning of year
$2,922
$2,376
$975
Increase (decrease) related to prior years’ tax positions
(1,491)
546
1,401
Balance at end of year
$1,431
$2,922
$2,376
83
Our unrecognized tax benefits are included in accrued expenses and other liabilities in our consolidated balance sheets.  We
recognize accrued interest and penalties related to unrecognized tax benefits in our consolidated financial statements as a
component of the provision for income taxes.
If these unrecognized tax benefits reverse in the future, they would have a beneficial impact on our effective tax rate at that
time.  During the next 12 months, it is possible that the amount of unrecognized tax benefits will change, but we are not able to
provide a range of such change.  The potential change, if any, will be related to increases due to new tax positions taken and the
accrual of interest and penalties.  Our total accrued interest and penalties related to unrecognized income tax benefits was
approximately $.2 million at November 30, 2025 and 2024.  Because of the impact of deferred tax accounting, other than
interest and penalties, the disallowance of the shorter deductibility period would not affect our annual effective tax rate but
would accelerate the payment of cash to a tax authority to an earlier period.  As of November 30, 2025, the fiscal years ending
2022 and later remain open to federal examinations, while 2021 and later remain open to state examinations.
The benefits of our deferred tax assets, including our NOLs, built-in losses and tax credits would be reduced or potentially
eliminated if we experienced an “ownership change” under Internal Revenue Code Section 382 (“Section 382”).  Based on our
analysis performed as of November 30, 2025, we do not believe that we have experienced an ownership change as defined by
Section 382, and, therefore, the NOLs, built-in losses and tax credits we have generated should not be subject to a Section 382
limitation as of this reporting date.
Note 15.Notes Payable
Notes payable consisted of the following (in thousands):
 
November 30,
 
2025
2024
Senior unsecured term loan due November 12, 2029
$358,317
$358,826
6.875% Senior notes due June 15, 2027
299,096
298,560
4.80% Senior notes due November 15, 2029
298,309
297,932
7.25% Senior notes due July 15, 2030
347,084
346,574
4.00% Senior notes due June 15, 2031
387,095
386,638
Mortgages and land contracts due to land sellers and other loans (at an interest rate of 4.3%
at November 30, 2025 and 2024)
3,076
3,149
Total
$1,692,977
$1,691,679
The carrying amounts of the Term Loan and senior notes listed above are net of debt issuance costs, which totaled $10.1
million at November 30, 2025 and $11.5 million at November 30, 2024.
Unsecured Revolving Credit Facility.  On November 12, 2025, we obtained a $1.20 billion Credit Facility, which
refinanced and replaced our prior $1.09 billion unsecured revolving credit facility that was due to mature on February 18, 2027. 
The Credit Facility will mature on November 12, 2030 and contains an uncommitted accordion feature under which its
aggregate principal amount of available loans can be increased to a maximum of $1.70 billion under certain conditions,
including obtaining additional bank commitments.  The Credit Facility also contains a sublimit of $250.0 million for the
issuance of letters of credit.  Interest on amounts borrowed under the Credit Facility accrues at a term SOFR, daily SOFR or a
base rate, plus a spread that depends on our Leverage Ratio, as defined under the Credit Facility.  Interest is payable monthly
(base rate or daily SOFR borrowings) or each month or three months (term SOFR borrowings).  The Credit Facility also
requires the payment of a commitment fee at a per annum rate ranging from .15% to .35% of the unused commitment, based on
our Leverage Ratio.  Under the terms of the Credit Facility, we are required, among other things, to maintain compliance with
various covenants, including financial covenants relating to our consolidated tangible net worth, Leverage Ratio, and either an
Interest Coverage Ratio or a minimum level of liquidity, each as defined therein.  Our obligations to pay borrowings under the
Credit Facility are guaranteed on a joint and several basis by our Guarantor Subsidiaries.  The amount of the Credit Facility
available for cash borrowings and the issuance of letters of credit depends on the total cash borrowings and letters of credit
outstanding under the Credit Facility and the maximum available amount under the terms of the Credit Facility.  As of
November 30, 2025, we had no cash borrowings and $1.6 million of letters of credit outstanding under the Credit Facility.
Therefore, as of November 30, 2025, we had nearly $1.20 billion available for cash borrowings under the Credit Facility, with
up to $248.4 million of that amount available for the issuance of letters of credit. 
Senior Unsecured Term Loan.  On November 12, 2025, we also entered into an amendment to our Term Loan with the
lenders party thereto that extended its maturity from August 25, 2026 to November 12, 2029.  Interest under the Term Loan
84
accrues at a term SOFR, daily SOFR or base rate, plus a spread that depends on our Leverage Ratio.  Interest is payable
quarterly (base rate borrowing), monthly (daily SOFR loans), or each month or three months (term SOFR borrowing).  The
Term Loan contains various covenants that are substantially the same as those under the Credit Facility.  The proceeds drawn
under the Term Loan are guaranteed on a joint and several basis by our Guarantor Subsidiaries.  As of November 30, 2025 and
2024, the weighted average annual interest rates on our outstanding borrowings under the Term Loan were 5.4% and 6.0%,
respectively.
LOC Facility. We maintain a LOC Facility to obtain letters of credit from time to time in the ordinary course of operating
our business.  Under the LOC Facility, which expires on February 13, 2028, we may issue up to $100.0 million of letters of
credit.  As of November 30, 2025 and 2024, we had letters of credit outstanding under the LOC Facility of $68.2 million and
$73.3 million, respectively. 
Senior Notes.  All the senior notes outstanding at November 30, 2025 and 2024 represent senior unsecured obligations that
are guaranteed by certain of our subsidiaries and rank equally in right of payment with all of our and our Guarantor
Subsidiaries’ existing unsecured and unsubordinated indebtedness.  All of our senior notes were issued in underwritten public
offerings.  Interest on each of these senior notes is payable semi-annually.
The key terms of each of our senior notes outstanding as of November 30, 2025 were as follows (dollars in thousands):
Redeemable
Prior to
Maturity
Effective
Interest Rate
Notes Payable
Principal
Issuance Date
Maturity Date
6.875% Senior notes
$300,000
February 20, 2019
June 15, 2027
Yes (a)
7.1%
4.80% Senior notes
300,000
November 4, 2019
November 15, 2029
Yes (a)
5.0
7.25% Senior notes
350,000
June 22, 2022
July 15, 2030
Yes (b)
7.5
4.00% Senior notes
390,000
June 9, 2021
June 15, 2031
Yes (a)
4.2
(a)At our option, these notes may be redeemed, in whole at any time or from time to time in part, at a redemption price equal
to the greater of (i) 100% of the principal amount of the notes being redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest on the notes being redeemed (exclusive of interest accrued to the
applicable redemption date), discounted to the redemption date at a defined rate, plus, in each case, accrued and unpaid
interest on the notes being redeemed to, but excluding, the applicable redemption date, except that six months prior to the
stated maturity date for these notes, the redemption price will be equal to 100% of the principal amount of the notes being
redeemed, plus accrued and unpaid interest on the notes being redeemed to, but excluding, the applicable redemption date.
(b)At our option, these notes may be redeemed, in whole at any time or in part from time to time, on or after July 15, 2025, at
the applicable specified redemption price, including accrued and unpaid interest, if any, to, but excluding, the applicable
redemption date.  Depending on the redemption date, the applicable redemption price ranges from 100% to 103.625% of
the principal amount of the notes to be redeemed.
If a change in control occurs as defined in the instruments governing our senior notes, we would be required to offer to
purchase all of our outstanding senior notes at 101% of their principal amount, together with all accrued and unpaid interest, if
any.
The indenture governing our senior notes does not contain any financial covenants.  Subject to specified exceptions, the
indenture contains certain restrictive covenants that, among other things, limit our ability to incur secured indebtedness, or
engage in sale-leaseback transactions involving property above a certain specified value.  In addition, the indenture contains
certain limitations related to mergers, consolidations, and sales of assets.
As of the date of this report, we were in compliance with the applicable terms of all our covenants and other requirements
under the Credit Facility, the Term Loan, the senior notes, the indenture, the LOC Facility, and the mortgages and land
contracts due to land sellers and other loans.  Our ability to access the Credit Facility for cash borrowings and letters of credit
and our ability to secure future debt financing depend, in part, on our ability to remain in such compliance.  Our ability to
access the Credit Facility’s full borrowing capacity, as well as the LOC Facility’s full issuance capacity, also depends on the
ability and willingness of the applicable lenders and financial institutions, including any substitute or additional lenders and
financial institutions, to meet their commitments to fund loans, extend credit or provide payment guarantees to or for us under
those instruments.  There are no agreements that restrict our payment of dividends other than the Credit Facility and the Term
Loan, which would restrict our payment of certain dividends, such as cash dividends on our common stock, if a default under
the Credit Facility or the Term Loan exists at the time of any such payment, or if any such payment would result in such a
default (other than dividends paid within 60 days after declaration, if there was no default at the time of declaration).
85
Mortgages and Land Contracts Due to Land Sellers and Other Loans. As of November 30, 2025, inventories having a
carrying value of $16.8 million were pledged to collateralize mortgages and land contracts due to land sellers and other loans.
Shelf Registration.  Our 2023 Shelf Registration is filed with the SEC.  The 2023 Shelf Registration registers the offering
of securities that we may issue from time to time in amounts to be determined.  Our ability to issue securities is subject to
market conditions and, with respect to debt securities, other factors impacting our borrowing capacity. We have not made any
offerings of securities under the 2023 Shelf Registration.
Principal payments on our notes payable are due during each year ending November 30 as follows: 2026 — $.8 million;
2027 — $301.0 million; 2028 — $.8 million; 2029$660.4 million; 2030 — $350.0 million; and thereafter — $390.0
million. 
Note 16.Fair Value Disclosures
Fair value measurements of assets and liabilities are categorized based on the following hierarchy:
Level 1Fair value determined based on quoted prices in active markets for identical assets or liabilities.
Level 2Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities
or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than
quoted prices that are observable for the asset or liability, or inputs that are derived principally from or
corroborated by observable market data, by correlation or other means.
Level 3Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or
similar techniques.
Fair value measurements are used for inventories on a nonrecurring basis when events and circumstances indicate that their
carrying value is not recoverable. These measurements are generally Level 3 within the fair value hierarchy.  See Note 7
Inventory Impairments and Land Option Contract Abandonments for information regarding the valuation of these assets.
November 30, 2025
November 30, 2024
Description
Fair Value
Hierarchy
Pre-
Impairment
Value
Inventory
Impairment
Charges
Fair Value (a)
Pre-
Impairment
Value
Inventory
Impairment
Charges
Fair Value (a)
Inventories
Level 3
$54,095
$(15,531)
$38,564
$
$
$
(a)Amounts represent the aggregate fair value for real estate assets impacted by inventory impairment charges during the
applicable period, as of the date that the fair value measurements were made.  The carrying value for these real estate assets
may have subsequently increased or decreased from the fair value reflected due to activity that has occurred since the
measurement date.
The following table presents the fair value hierarchy, carrying values and estimated fair values of our financial instruments,
except those for which the carrying values approximate fair values (in thousands): 
 
November 30,
 
2025
2024
Description
Fair Value
Hierarchy
Carrying
Value (a)
Estimated
Fair Value
Carrying
Value (a)
Estimated
Fair Value
Financial Liabilities:
Senior notes
Level 2
$1,331,584
$1,333,188
$1,329,704
$1,309,700
(a)The carrying value for the senior notes, as presented, includes unamortized debt issuance costs.  Debt issuance costs are not
factored into the estimated fair values of these notes.
The fair values of our senior notes are generally estimated based on quoted market prices for these instruments.  The
carrying values reported for cash and cash equivalents, outstanding borrowings under the Credit Facility, if any, and the Term
Loan, and mortgages and land contracts due to land sellers and other loans approximate fair values.  The carrying value of
corporate-owned life insurance is based on the cash surrender value of the policies and, accordingly, approximates fair value.
86
Note 17.Commitments and Contingencies
Commitments and contingencies include typical obligations of homebuilders for the completion of contracts and those
incurred in the ordinary course of business.
Warranty.  We provide a limited warranty on all of our homes.  The specific terms and conditions of our limited warranty
program vary depending upon the markets in which we do business.  We generally provide a structural warranty of 10 years, a
warranty on electrical, heating, cooling, plumbing and certain other building systems each varying from two to five years based
on geographic market and state law, and a warranty of one year for other components of the home.  Our limited warranty
program is ordinarily how we respond to and account for homeowners’ requests to local division offices seeking repairs of
certain conditions or defects, including claims where we could have liability under applicable state statutes or tort law for a
defective condition in or damages to a home.  Our warranty liability covers our costs of repairs associated with homeowner
claims made under our limited warranty program.  These claims are generally made directly by a homeowner and involve their
individual home.
We periodically assess the adequacy of our accrued warranty liability, which is included in accrued expenses and other
liabilities in our consolidated balance sheets, and adjust the amount as necessary based on our assessment.  Our assessment
includes the review of our actual warranty costs incurred to identify trends and changes in our warranty claims experience, and
considers our home construction quality and customer service initiatives and outside events.  While we believe the warranty
liability currently reflected in our consolidated balance sheets to be adequate, unanticipated changes or developments in the
legal environment, local weather, land or environmental conditions, quality of materials or methods used in the construction of
homes or customer service practices and/or our warranty claims experience could have a significant impact on our actual
warranty costs in future periods and such amounts could differ significantly from our current estimates.
The changes in our warranty liability were as follows (in thousands): 
 
Years Ended November 30,
 
2025
2024
2023
Balance at beginning of year
$96,026
$98,000
$101,890
Warranties issued 
40,963
40,630
37,424
Payments
(35,744)
(42,604)
(45,314)
Adjustments
4,000
Balance at end of year
$101,245
$96,026
$98,000
Guarantees.  In the normal course of our business, we issue certain representations, warranties and guarantees related to
our home sales and land sales.  Based on historical experience, we do not believe any potential liability with respect to these
representations, warranties or guarantees would be material to our consolidated financial statements.
Self-Insurance.  We maintain, and require the majority of our independent contractors to maintain, general liability
insurance (including construction defect and bodily injury coverage) and workers’ compensation insurance.  These insurance
policies protect us against a portion of our risk of loss from claims related to our homebuilding activities, subject to certain self-
insured retentions, deductibles and other coverage limits.  We also maintain certain other insurance policies.  Costs associated
with our self-insurance programs are included in selling, general and administrative expenses.  In Arizona, California, Colorado
and Nevada, our contractors’ general liability insurance primarily takes the form of a wrap-up policy under a program where
eligible independent contractors are enrolled as insureds on each community.  Enrolled contractors generally contribute toward
the cost of the insurance and agree to pay a contractual amount in the future if there is a claim related to their work.  To the
extent provided under the wrap-up program, we absorb the enrolled contractors’ general liability associated with the work
performed on our homes within the applicable community as part of our overall general liability insurance and our self-
insurance. 
We self-insure a portion of our overall risk through the use of a captive insurance subsidiary, which provides coverage for
our exposure to construction defect, bodily injury and property damage claims and related litigation or regulatory actions, up to
certain limits.  Our self-insurance liability generally covers the costs of settlements and/or repairs, if any, as well as our costs to
defend and resolve the following types of claims:
Construction defect:  Construction defect claims, which represent the largest component of our self-insurance liability,
typically originate through a legal or regulatory process rather than directly by a homeowner and involve the alleged
occurrence of a condition affecting two or more homes within the same community, or they involve a common area or
87
homeowners’ association property within a community.  These claims typically involve higher costs to resolve than
individual homeowner warranty claims, and the rate of claims is highly variable.
Bodily injury:  Bodily injury claims typically involve individuals (other than our employees) who claim they were
injured while on our property or as a result of our operations.
Property damage:  Property damage claims generally involve claims by third parties for alleged damage to real or
personal property as a result of our operations.  Such claims may occasionally include those made against us by
owners of property located near our communities.
As of November 30, 2025 and 2024, our self-insurance liability was primarily related to construction defect claims.  Our
self-insurance liability at each reporting date represents the estimated costs of reported claims, claims incurred but not yet
reported, and claim adjustment expenses.  The amount of our self-insurance liability is based on an analysis performed by a
third-party actuary that uses our historical claim and expense data, as well as industry data to estimate these overall costs.  Key
assumptions used in developing these estimates include claim frequencies, severities and resolution patterns, which can occur
over an extended period of time.  These estimates are subject to variability due to the length of time between the delivery of a
home to a homebuyer and when a construction defect claim is made, and the ultimate resolution of such claim; uncertainties
regarding such claims relative to our markets and the types of product we build; and legal or regulatory actions and/or
interpretations, among other factors.  Due to the degree of judgment involved and the potential for variability in these
underlying assumptions, our actual future costs could differ from those estimated.  In addition, changes in the frequency and
severity of reported claims and the estimates to resolve claims can impact the trends and assumptions used in the actuarial
analysis, which could be material to our consolidated financial statements.  Though state regulations vary, construction defect
claims are reported and resolved over a long period of time, which can extend for 10 years or more.  As a result, the majority of
the estimated self-insurance liability based on the actuarial analysis relates to claims incurred but not yet reported.  Therefore,
adjustments related to individual existing claims generally do not significantly impact the overall estimated liability. 
Adjustments to our liabilities related to homes delivered in prior years are recorded in the period in which a change in our
estimate occurs. 
Our self-insurance liability is presented on a gross basis for all years without consideration of insurance recoveries and
amounts we have paid on behalf of and expect to recover from other parties, if any.  Estimated probable insurance and other
recoveries of $22.3 million and $22.6 million are included in receivables in our consolidated balance sheets at November 30,
2025 and 2024, respectively.  These self-insurance recoveries are principally based on actuarially determined amounts and
depend on various factors, including, among other things, the above-described claim cost estimates, our insurance policy
coverage limits for the applicable policy year(s), historical third-party recovery rates, insurance industry practices, the
regulatory environment and legal precedent, and are subject to a high degree of variability from year to year.  Because of the
inherent uncertainty and variability in these assumptions, our actual insurance recoveries could differ significantly from
amounts currently estimated.
The changes in our self-insurance liability were as follows (in thousands):
 
Years Ended November 30,
 
2025
2024
2023
Balance at beginning of year
$185,428
$179,832
$175,977
Self-insurance provided
20,379
21,663
18,351
Payments
(28,766)
(16,008)
(20,896)
Adjustments (a)
2,206
(59)
6,400
Balance at end of year
$179,247
$185,428
$179,832
(a)Represents net changes in the portion of our self-insurance liability estimated to be recoverable from our insurers or other
parties, and/or actual recoveries funded directly by our insurers or other parties, if any, and an adjustment to increase our
previously recorded liability by $5.5 million in 2024 and $6.5 million in 2023.
For most of our claims, there is no interaction between our warranty liability and self-insurance liability.  Typically, if a
matter is identified at its outset as either a warranty or self-insurance claim, it remains as such through its resolution.  However,
there can be instances of interaction between the liabilities, such as where individual homeowners in a community separately
request warranty repairs to their homes to address a similar condition or issue and subsequently join together to initiate, or
potentially initiate, a legal process with respect to that condition or issue and/or the repair work we have undertaken.  In these
instances, the claims and related repair work generally are initially covered by our warranty liability, and the costs associated
with resolving the legal matter (including any additional repair work) are covered by our self-insurance liability.
88
The payments we make in connection with claims and related repair work may be recovered from our insurers to the extent
such payments exceed the self-insured retentions or deductibles under, and are within the scope of coverage provided by, our
general liability insurance policies.  Also, in certain instances, in the course of resolving a claim, we pay amounts in advance of
and/or on behalf of an independent contractor(s) or their insurer(s) and believe we will be reimbursed for such payments. 
Estimates of all such amounts, if any, are recorded as receivables in our consolidated balance sheets when any such recovery is
considered probable.
In addition to the risk that is effectively self-insured through our captive insurance subsidiary, we often obtain project-
specific insurance coverage for construction defect risk on attached projects (e.g., condominiums or townhomes) with self-
insured retentions generally ranging from $50,000 to $250,000.  We record estimated liabilities and recoveries for projected
losses related to these projects on a gross basis, including for known claims as well as estimates for claims incurred but not yet
reported, to the extent such amounts are considered probable and estimable.
Performance Bonds and Letters of Credit.  We are often required to provide to various municipalities and other
government agencies performance bonds and/or letters of credit to secure the completion of our projects and/or in support of
obligations to build community improvements such as roads, sewers, water systems and other utilities, and to support similar
development activities by certain of our unconsolidated joint ventures.  At November 30, 2025, we had $1.37 billion of
performance bonds and $69.8 million of letters of credit outstanding.  At November 30, 2024, we had $1.33 billion of
performance bonds and $81.6 million of letters of credit outstanding.  If any such performance bonds or letters of credit are
called, we would be obligated to reimburse the issuer of the performance bond or letter of credit.  We do not believe that a
material amount of any currently outstanding performance bonds or letters of credit will be called.  Performance bonds do not
have stated expiration dates.  Rather, we are released from the performance bonds as the underlying performance is completed. 
The expiration dates of some letters of credit issued in connection with community improvements coincide with the expected
completion dates of the related projects or obligations.  Most letters of credit, however, are issued with an initial term of one
year and are typically extended on a year-to-year basis until the related performance obligations are completed.
Land Option Contracts and Other Similar Contracts.  In the ordinary course of business, we enter into land option
contracts and other similar contracts to acquire rights to land for the construction of homes.  At November 30, 2025, we had
total cash deposits of $80.9 million to purchase land having an aggregate purchase price of $2.06 billion.  Our land option
contracts and other similar contracts generally do not contain provisions requiring our specific performance.
Civil Subpoena.  On October 2, 2023, we received a subpoena from the U.S. Department of Justice Civil Division, dated
September 27, 2023, to produce certain documents and testimony with respect to the inspection, rating, marketing and
advertising of our ENERGY STAR homes, including our contracts and/or communications with U.S. EPA and third-party
ENERGY STAR rating companies, real estate brokers, real estate appraisers, financial institutions and other parties, as well as
inspection-related guidelines, instructions, methods, policies, processes and procedures.  We are cooperating with the
government, producing documents and information.  As of the date of this report, we are unable to predict what actions the
government will take, if any; the timing or nature of the ultimate outcome in this matter; or the impact, if any, such outcome
may have on our business or consolidated financial statements.  As a result, while a loss or penalty, if any, is reasonably
possible in this matter, it is not considered to be probable or estimable.
Note 18.Legal Matters
We are involved in litigation and regulatory proceedings incidental to our business that are in various procedural stages. 
We believe the accruals we have recorded for probable and reasonably estimable losses with respect to these proceedings are
adequate and that, as of November 30, 2025, it was not reasonably possible that an additional material loss had been incurred in
an amount in excess of the estimated amounts already recognized or disclosed in our consolidated financial statements.  We
evaluate our accruals for litigation and regulatory proceedings at least quarterly and, as appropriate, adjust them to reflect
(a) the facts and circumstances known to us at the time, including information regarding negotiations, settlements, rulings and
other relevant events and developments; (b) the advice and analyses of counsel; and (c) the assumptions and judgment of
management.  Similar factors and considerations are used in establishing new accruals for proceedings as to which losses have
become probable and reasonably estimable at the time an evaluation is made.  Our accruals for litigation and regulatory
proceedings are presented on a gross basis without consideration of recoveries and amounts we have paid on behalf of and
expect to recover from other parties, if any.  Estimates of recoveries and amounts we have paid on behalf of and expect to
recover from other parties, if any, are recorded as receivables when such recoveries are considered probable.  Based on our
experience, we believe the amounts that may be claimed or alleged against us in these proceedings are not a meaningful
indicator of our potential liability.  The outcome of any of these proceedings, including the defense and other litigation-related
costs and expenses we may incur, however, is inherently uncertain and could differ significantly from the estimate reflected in a
related accrual, if made.  Therefore, it is possible that the ultimate outcome of any proceeding, if in excess of a related accrual
or if an accrual has not been made, could be material to our consolidated financial statements.  Pursuant to SEC rules, we will
89
disclose any proceeding in which a governmental authority is a party and that arises under any federal, state or local provisions
enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the
environment only where we believe that such proceeding will result in monetary sanctions on us, exclusive of interest and costs,
above $1.0 million or is otherwise material to our consolidated financial statements.
Note 19.Stockholders’ Equity
Preferred Stock.  Prior to its April 30, 2024 expiration, we had in place a stockholder-approved rights agreement, and each
share of our common stock included a related preferred share purchase right, to help protect the benefits of our NOLs and other
deferred tax assets from an ownership change under Section 382.  With the expiration of the rights agreement, which was
initially established in 2009, we de-listed and de-registered the related rights in August 2024.  Additionally, per its authority
thereunder, our board of directors fixed October 10, 2024 as the expiration date for Article Ninth of our Restated Certificate of
Incorporation, as amended, which was also put in place in 2009 as a supplemental mechanism to help protect such NOL-related
benefits.
Common Stock.  In the 2023 first quarter, we repurchased 1,965,442 shares of our common stock on the open market
pursuant to a 2022 board of directors authorization at a total cost of $75.0 million.  On March 21, 2023, our board of directors
authorized us to repurchase up to $500.0 million of our outstanding common stock.  This authorization replaced the 2022
authorization.  In the 2023 second, third and fourth quarters, we repurchased 7,278,995 shares of our common stock on the open
market pursuant to the 2023 authorization at a total cost of $336.4 million, bringing our total repurchases for the year ended
November 30, 2023 to 9,244,437 shares of common stock at a total cost of $411.4 million.  As of November 30, 2023, there
was $163.6 million of remaining availability under this share repurchase authorization. 
In the 2024 first quarter, we repurchased 826,663 shares of our common stock on the open market pursuant to the 2023
board of directors authorization at a total cost of $50.0 million.  On April 18, 2024, our board of directors authorized us to
repurchase up to $1.00 billion of our outstanding common stock.  This authorization replaced the 2023 authorization, which had
$113.6 million remaining.  In the 2024 second, third and fourth quarters, we repurchased 3,898,518 shares of our common stock
on the open market pursuant to the 2024 authorization at a total cost of $300.0 million, bringing our total repurchases for the
year ended November 30, 2024 to 4,725,181 shares of common stock at a total cost of $350.0 million.  As of November 30,
2024, there was $700.0 million of remaining availability under the 2024 share repurchase authorization.
In the 2025 first, second and third quarters, we repurchased 7,788,113 shares of our common stock on the open market
pursuant to the 2024 board of directors authorization at a total cost of $438.5 million.  On October 9, 2025, our board of
directors authorized us to repurchase up to $1.00 billion of our outstanding common stock.  This authorization replaced the
2024 authorization, which had $261.5 million remaining.  In the 2025 fourth quarter, we repurchased 1,597,196 shares of our
common stock on the open market pursuant to the 2025 authorization at a total cost of $100.0 million, bringing our total
repurchases for the year ended November 30, 2025 to 9,385,309 shares of common stock at a total cost of $538.5 million. 
Repurchases under the current authorization may occur periodically through open market purchases, privately negotiated
transactions or otherwise, with the timing and amount at management’s discretion and dependent on market, business and other
conditions.  This share repurchase authorization will continue in effect until fully used or earlier terminated or suspended by our
board of directors, and does not obligate us to purchase any shares.  As of November 30, 2025, there was $900.0 million of
remaining availability under the 2025 share repurchase authorization.
The IRA imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31,
2022.  All dollar amounts presented in this report related to our share repurchases and our share repurchase authorizations
exclude such excise taxes, to the extent applicable, unless otherwise indicated.
In 2025, our board of directors declared four quarterly cash dividends of $.25 per share of common stock.  In the 2024 first
quarter, our board of directors declared a quarterly cash dividend of $.20 per share of common stock.  Our board of directors
approved a $.05 per share increase in the quarterly cash dividend on our common stock to $.25 per share in the 2024 second
quarter, and declared quarterly dividends at the new higher rate for the 2024 second, third and fourth quarters.  In the 2023 first
and second quarters, our board of directors declared quarterly cash dividends of $.15 per share.  Our board of directors
approved a $.05 per share increase in the quarterly cash dividend on our common stock to $.20 per share in the 2023 second
quarter, and declared quarterly dividends at this higher rate for the 2023 third and fourth quarters.  All dividends declared
during 2025, 2024 and 2023 were also paid during those years.  Quarterly cash dividends declared and paid during 2025, 2024
and 2023 totaled $1.00 per share, $.95 per share and $.70 per share, respectively.
90
Treasury Stock.  In addition to the shares purchased pursuant to our share repurchase program, we acquired $23.9 million,
$25.0 million and $14.2 million of our common stock in 2025, 2024 and 2023, respectively.  A portion of the common stock
acquired in 2025, 2024 and 2023 consisted of previously issued shares delivered to us by employees to satisfy their withholding
tax obligations on the vesting of PSUs and restricted stock awards or of forfeitures of previous restricted stock awards. 
Treasury stock is recorded at cost.  Differences between the cost of treasury stock and the reissuance proceeds are recorded to
paid-in capital.  These transactions are not considered repurchases under the share repurchase program described above.  In
October 2024, we retired 27,557,428 shares of our treasury stock.  Upon the retirement of the treasury stock, we deducted the
par value from common stock and reflected the excess of cost over par value as a reduction to retained earnings.
Note 20.Accumulated Other Comprehensive Loss
The following table presents the changes in the balances of each component of accumulated other comprehensive loss (in
thousands): 
Postretirement Benefit Plan Adjustments
Total
Accumulated
Other
Comprehensive
Loss
Balance at November 30, 2023
$(3,671)
Other comprehensive income before reclassifications
416
Amounts reclassified from accumulated other comprehensive loss (a)
(461)
Income tax expense related to items of other comprehensive loss
12
Other comprehensive loss, net of tax
(33)
Balance at November 30, 2024
(3,704)
Other comprehensive income before reclassifications
464
Amounts reclassified from accumulated other comprehensive loss (a)
(237)
Income tax expense related to items of other comprehensive income
(61)
Other comprehensive income, net of tax
166
Balance at November 30, 2025
$(3,538)
(a)Amount is comprised solely of the amortization of net actuarial gain. The accumulated other comprehensive loss
component is included in the computation of net periodic benefit costs as further discussed in Note 22Postretirement
Benefits.
There is no estimated prior service cost expected to be amortized from accumulated other comprehensive loss into net
periodic benefit cost during 2026.
Note 21.Employee Benefit and Stock Plans
Most of our employees are eligible to participate in the KB Home 401(k) Savings Plan (“401(k) Plan”) under which we
match employee contributions up to 6% of eligible compensation per payroll period.  The aggregate cost of the 401(k) Plan to
us was $9.0 million in 2025, $8.8 million in 2024 and $8.3 million in 2023.  The assets of the 401(k) Plan are held by a third-
party trustee, with an affiliate of the trustee managing some fund options offered by the 401(k) Plan.  The 401(k) Plan
participants may direct the investment of their funds among one or more of the several fund options offered by the 401(k) Plan. 
As of November 30, 2025, 2024 and 2023, approximately 4%, 6% and 5%, respectively, of the 401(k) Plan’s net assets at each
period were invested in our common stock.
Approval of the Amended and Restated KB Home 2014 Equity Incentive Plan.  We maintain one active equity
compensation plan, the Amended and Restated KB Home 2014 Equity Incentive Plan (“Amended and Restated 2014 Plan”),
with an aggregate share grant capacity for stock-based awards to our employees, non-employee directors and consultants of
18,200,000 shares.  In addition, if an award made under the Amended and Restated KB Home 2014 Equity Incentive Plan
subsequently expires or is canceled, forfeited or settled for cash, then any shares associated with such award may, to the extent
of such expiration, cancellation, forfeiture or cash settlement, be used again for new grants under the plan, and shares tendered
or withheld to satisfy tax withholding obligations with respect to a full value award may be used again for new grants under the
plan.  Under the Amended and Restated 2014 Plan, grants of stock options and other similar awards reduce the share grant
capacity on a 1-for-1 basis, and grants of restricted stock and other similar “full value” awards reduce the share grant capacity
91
on a 1.78-for-1 basis.  Any shares that again become available for grant will be added back to the equity incentive plan’s
available grant capacity in the same manner in which they were initially deducted (i.e., 1-for-1 or 1.78-for-1).  The Amended
and Restated 2014 Plan provides that stock options may be awarded for periods of up to 10 years, and enables us to grant other
stock-based awards and cash bonuses. 
Stock-Based Compensation.  With the approval of the management development and compensation committee, consisting
entirely of independent members of our board of directors, we have provided compensation benefits to certain of our employees
in the form of stock options, restricted stock and PSUs.  Certain stock-based compensation benefits are also provided to our
non-employee directors pursuant to the Non-Employee Directors Compensation Plan (“Director Plan”).  Compensation expense
related to equity-based awards is included in selling, general and administrative expenses in our consolidated statements of
operations.  Stock-based compensation expense for 2025 included $16.0 million recognized on an accelerated basis for certain
equity awards granted in October 2025 that included new provisions for accelerated vesting of restricted stock and continued
vesting of PSUs for long-tenured employees upon retirement.  The following table presents our stock-based compensation
expense (in thousands): 
Years Ended November 30,
2025
2024
2023
Restricted stock
$14,956
$10,699
$9,659
PSUs
29,630
22,296
23,065
Director awards
1,652
1,475
1,888
Total
$46,238
$34,470
$34,612
Stock Options.  Stock option transactions are summarized as follows:
 
Years Ended November 30,
 
2025
2024
2023
 
Options
Weighted
Average
Exercise
Price
Options
Weighted
Average
Exercise
Price
Options
Weighted
Average
Exercise
Price
Options outstanding at
beginning of year
418,141
$16.17
1,109,567
$15.50
1,674,393
$15.56
Granted
Exercised
(67,277)
15.94
(691,426)
15.09
(564,826)
15.68
Cancelled
Options outstanding at end of
year
350,864
$16.21
418,141
$16.17
1,109,567
$15.50
Options exercisable at end of
year
350,864
$16.21
418,141
$16.17
1,109,567
$15.50
Options available for grant at
end of year
7,203,338
7,794,922
8,245,553
There were no stock options granted in 2025, 2024 or 2023.  We have not granted any stock option awards since 2016. 
The total intrinsic value of stock options exercised was $3.2 million in 2025, $32.7 million in 2024 and $17.4 million in 2023. 
The aggregate intrinsic value of both stock options outstanding and stock options exercisable was $16.9 million at
November 30, 2025, $27.8 million at November 30, 2024, and $40.6 million at November 30, 2023.  The intrinsic value of a
stock option is the amount by which the market value of the underlying stock exceeds the price of the option. 
All of the stock options outstanding and stock options exercisable at November 30, 2025 had an exercise price of $16.21
and a remaining contractual life of .8 years.  At November 30, 2025, there was no unrecognized stock-based compensation
expense related to stock option awards as all these awards were fully vested.
Restricted Stock.  From time to time, we grant restricted stock to various employees as a compensation benefit.  During the
restriction periods, these employees are entitled to vote and to receive cash dividends on such shares.  Except as to recipients of
the restricted stock awards granted in October 2025 who were retirement-eligible on the grant date or who become retirement-
eligible during the standard vesting period, the restrictions imposed with respect to the shares granted lapse in installments
within, or in full at the end of, three years after their grant date if certain conditions are met.
92
Restricted stock transactions are summarized as follows:
 
Years Ended November 30,
 
2025
2024
2023
 
Shares
Weighted
Average
per Share
Grant Date
Fair Value
Shares
Weighted
Average
per Share
Grant Date
Fair Value
Shares
Weighted
Average
per Share
Grant Date
Fair Value
Outstanding at
beginning of year
457,140
$50.45
588,167
$21.29
543,886
$19.50
Granted
165,707
58.79
181,287
74.46
329,209
41.78
Vested
(263,561)
44.73
(292,217)
37.48
(268,696)
42.12
Cancelled
(39,258)
51.18
(20,097)
35.88
(16,232)
32.24
Outstanding at end
of year
320,028
$59.43
457,140
$50.45
588,167
$21.29
As of November 30, 2025, we had $15.2 million of total unrecognized compensation cost related to restricted stock awards
that will be recognized over a weighted average period of approximately three years.
Performance-Based Restricted Stock Units.  On October 9, 2025, we granted PSUs to certain employees.  Each PSU grant
corresponds to a target amount of our common stock (“Award Shares”).  Each PSU entitles the recipient to receive a grant of
between 0% and 200% of the recipient’s Award Shares, and will vest based on our achieving, over a three-year period
commencing on December 1, 2025 and ending on November 30, 2028, specified levels of (a) cumulative adjusted earnings per
share; (b) average adjusted return on invested capital; and (c) revenue growth performance relative to a peer group of high-
production public homebuilding companies.  The grant date fair value of each such PSU was $57.59.  Upon vesting, each PSU
recipient is entitled to receive a proportionate amount of credited cash dividends that are paid in respect of one share of our
common stock with a record date between the grant date and the date the compensation committee of our board of directors
determines the applicable performance achievements, if any.  On October 10, 2024, we granted PSUs to certain employees with
generally similar terms as the 2025 PSU grants, except that the applicable performance period commenced on December 1,
2024 and ends on November 30, 2027.  The grant date fair value of each such PSU was $79.81.  On October 5, 2023, we
granted PSUs to certain employees with generally similar terms as the 2025 PSU grants, except that the applicable performance
period commenced on December 1, 2023 and ends on November 30, 2026.  The grant date fair value of each such PSU was
$44.10.   
PSU transactions are summarized as follows:
 
Years Ended November 30,
 
2025
2024
2023
 
Shares
Weighted
Average
per Share
Grant Date
Fair Value
Shares
Weighted
Average
per Share
Grant Date
Fair Value
Shares
Weighted
Average
per Share
Grant Date
Fair Value
Outstanding at
beginning of year
1,156,049
$44.12
1,225,415
$21.18
1,273,157
$19.70
Granted
546,814
57.59
450,270
70.66
554,523
39.80
Vested
(530,015)
39.31
(519,636)
40.06
(602,265)
35.20
Cancelled
(20,282)
40.54
Outstanding at end
of year
1,152,566
$49.01
1,156,049
$44.12
1,225,415
$21.18
The number of shares of our common stock actually granted to a recipient, if any, upon the vesting of a PSU depends on
the degree of achievement of the applicable performance measures during the designated three-year performance period.  The
shares of our common stock that were granted under the terms of PSUs that vested in 2025 included an aggregate of 235,562
shares above the target amount awarded to the eligible recipients based on performance from December 1, 2021 through
November 30, 2024.  PSUs that vested in 2024 included an aggregate of 259,818 shares above the target amount based on
performance from December 1, 2020 through November 30, 2023, and PSUs that vested in 2023 included an aggregate of
267,674 shares above the target amount based on our performance from December 1, 2019 through November 30, 2022.  PSUs
do not have dividend or voting rights during the performance period.  Compensation cost for PSUs is initially estimated based
93
on target performance achievement and adjusted as appropriate throughout the performance period.  Accordingly, future
compensation costs associated with outstanding PSUs may increase or decrease based on the probability and extent of
achievement with respect to the applicable performance measures.  At November 30, 2025, total unrecognized compensation
cost related to unvested PSUs was $32.1 million, which is expected to be recognized over a weighted-average period of
approximately three years.
Director Awards.  We have granted deferred common stock awards to our non-employee directors pursuant to the terms of
the Director Plan and elections made by each director.  At November 30, 2025, 2024 and 2023, the aggregate outstanding
deferred common stock awards granted under the Director Plan were 100,840, 86,504 and 271,683, respectively.  In addition,
we have granted common stock on an unrestricted basis to our non-employee directors on the grant date pursuant to the
Director Plan and elections made by each director. 
Grantor Stock Ownership Trust.  At November 30, 2023, we had a grantor stock ownership trust (“Trust”), which was
established in 1999 and administered by a third-party trustee, that held and distributed the shares of common stock acquired to
support certain employee compensation and employee benefit obligations under our existing stock option plan, the 401(k) Plan
and other employee benefit plans. For financial reporting purposes, the Trust was consolidated with us, and therefore any
dividend transactions between us and the Trust were eliminated.  Acquired shares held by the Trust were valued at the market
price on the date of purchase and shown as a reduction to stockholders’ equity in the consolidated balance sheets.  The
difference between the Trust share value and the market value on the date shares were released from the Trust was included in
paid-in capital.  Common stock held in the Trust was not considered outstanding in the computations of earnings per share. The
Trust terminated on September 30, 2024.  The 6,705,247 shares held by the Trust were transferred to treasury stock.
Note 22.Postretirement Benefits
We have a supplemental non-qualified, unfunded retirement plan, the KB Home Retirement Plan (“Retirement Plan”),
effective as of July 11, 2002, pursuant to which we have offered to pay supplemental pension benefits to certain designated
individuals (consisting of current and former employees) in connection with their retirement.  The Retirement Plan was closed
to new participants in 2004.  We also have an unfunded death benefit plan, the KB Home Death Benefit Only Plan (“DBO
Plan”), implemented on November 1, 2001, for certain designated individuals (consisting of current and former employees). 
The DBO Plan was closed to new participants in 2006.
In connection with these plans and two other minor benefit programs, we have purchased cost recovery life insurance
contracts on the lives of the designated individuals.  The insurance contracts associated with the Retirement Plan and DBO Plan
are held by a trust.  The trust is the owner and beneficiary of such insurance contracts.  The amount of the insurance coverage
under the contracts is designed to provide sufficient funds to cover all costs of the plans if assumptions made as to employment
term, mortality experience, policy earnings and other factors, as applicable, are realized.  The cash surrender value of the
Retirement Plan life insurance contracts was $29.3 million at November 30, 2025 and $31.4 million at November 30, 2024.  We
recognized investment gains on the cash surrender value of the Retirement Plan life insurance contracts of $.3 million in 2025,
$.8 million in 2024 and $.1 million in 2023.  In 2025, 2024 and 2023, we paid $2.5 million, $2.4 million and $2.3 million,
respectively, in benefits under the Retirement Plan to eligible former employees.  The cash surrender value of the DBO Plan life
insurance contracts was $17.7 million at November 30, 2025 and $17.3 million at November 30, 2024.  We recognized
investment gains on the cash surrender value of the DBO Plan life insurance contracts of $.4 million in 2025, $.5 million in
2024 and $.1 million in 2023.  In 2024, we paid $.3 million in benefits under the DBO Plan.  We paid no benefits under the
DBO Plan in 2025 and 2023.
The net periodic benefit cost of our Retirement Plan and DBO Plan is included in selling, general and administrative
expenses in our consolidated statements of operations and consisted of the following (in thousands):
Years Ended November 30,
2025
2024
2023
Interest cost
$2,962
$3,042
$2,884
Service cost
652
695
720
Amortization of net actuarial gain
(229)
(438)
(112)
Total
$3,385
$3,299
$3,492
The liabilities related to these plans were $61.6 million at November 30, 2025 and $60.8 million at November 30, 2024,
and are included in accrued expenses and other liabilities in the consolidated balance sheets.  For the years ended November 30,
2025 and 2024, the discount rates we used for the plans were approximately 4.8% and 4.9%, respectively.
94
Benefit payments under our Retirement Plan and DBO Plan are expected to be paid during each year ending November 30
as follows: 2026$3.7 million; 2027$4.2 million; 2028$4.8 million; 2029$5.0 million; 2030$5.1 million; and
for the five years ended November 30, 2035 — $23.0 million in the aggregate.
Note 23.Supplemental Disclosure to Consolidated Statements of Cash Flows
The following are supplemental disclosures to the consolidated statements of cash flows (in thousands):
 
Years Ended November 30,
 
2025
2024
2023
Summary of cash and cash equivalents at the end of the year:
Homebuilding
$228,614
$597,973
$727,076
Financial services
1,829
1,220
266
Total
$230,443
$599,193
$727,342
Supplemental disclosure of cash flow information:
Interest paid, net of amounts capitalized
$(413)
$585
$598
Income taxes paid
115,788
196,730
142,232
Income taxes refunded
2,518
5,502
1
Supplemental disclosure of non-cash activities:
Increase in inventories due to distributions of land and land
development from an unconsolidated joint venture
6,011
8,402
9,533
Increase (decrease) in consolidated inventories not owned
(10,635)
4,516
16,427
Inventories acquired through seller financing
3,149
2,891
95
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of KB Home:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of KB Home (the Company) as of November 30, 2025 and
2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each
of the three years in the period ended November 30, 2025, and the related notes (collectively referred to as the “consolidated
financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of the Company at November 30, 2025 and 2024, and the results of its operations and its cash flows for each of the
three years in the period ended November 30, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of November 30, 2025, based on criteria
established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework), and our report dated January 23, 2026 expressed an unqualified opinion thereon. 
Basis for Opinion
These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an
opinion on the Company’s financial statements based on our audits.  We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud.  Our audits included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements.  We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures
that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.  The
communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit
matter or on the account or disclosures to which it relates.
96
Self-insurance Liabilities
Description of the Matter
At November 30, 2025, the Company’s self-insurance liability of $179.2 million was
primarily related to construction defect claims.  As disclosed in Note 17 to the
consolidated financial statements, the Company’s self-insurance liability for construction
defects is based on an analysis prepared by a third-party actuary that uses historical claim
and expense data as well as industry data to estimate the cost of all unpaid losses,
including estimates related to claims incurred but not yet reported.  Key assumptions used
in developing these estimates include claim frequencies, severities and resolution patterns,
which can occur over an extended period of time.
Auditing the Company’s self-insurance liability is complex and highly judgmental due to
the complexity of the actuarial methods used to estimate losses and the degree of
subjective judgment required to assess the underlying assumptions, which required us to
involve our actuarial specialists.  These estimates are subject to variability due to the
length of time between the delivery of a home to a homebuyer and when a construction
defect claim is made and ultimately resolved; uncertainties regarding such claims relative
to the markets and types of products built; and legal or regulatory actions and
interpretations, among other factors.
How We Addressed the Matter in
Our Audit
We obtained an understanding, evaluated the design, and tested the operating
effectiveness of controls over the Company’s self-insurance liability estimation process
including controls over the data and assumptions used in the analysis.
To test the Company’s self-insurance liability, our audit procedures included, among
others, testing the completeness and accuracy of the underlying claims data utilized by the
Company’s third-party actuary, testing the existence and terms of third-party insurance
policies, and involving our actuarial specialists to assist in our evaluation of the
methodologies and assumptions applied by management’s third-party actuary. 
Additionally, we compared the Company’s recorded self-insurance liability to estimated
ranges which our actuarial specialist developed based on independently selected
assumptions.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1991.
Los Angeles, California
January 23, 2026
97
Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
Item 9A.CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We have established disclosure controls and procedures to ensure that information we are required to disclose in the reports
we file or submit under the Securities Exchange Act of 1934, as amended (“Exchange Act”), is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and forms, and accumulated and communicated
to management, including our Chief Executive Officer (“Principal Executive Officer”) and Chief Financial Officer (“Principal
Financial Officer”), as appropriate, to allow timely decisions regarding required disclosure.  Under the supervision and with the
participation of senior management, including our Principal Executive Officer and Principal Financial Officer, we evaluated our
disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act.  Based
on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and
procedures were effective as of November 30, 2025.
Internal Control Over Financial Reporting
(a)Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Rule 13a-15(f) under the Exchange Act.  Internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external reporting purposes in accordance with GAAP.  Our management recognizes that there are inherent limitations in the
effectiveness of any internal control and that effective internal control over financial reporting may not prevent or detect
misstatements.  In addition, because of changes in conditions, the effectiveness of internal control over financial reporting may
vary over time.  Under the supervision and with the participation of senior management, including our Principal Executive
Officer and Principal Financial Officer, we evaluated the effectiveness of our internal control over financial reporting based on
the Internal Control — Integrated Framework (2013) established by the Committee of Sponsoring Organizations of the
Treadway Commission.  Based on the evaluation under that framework and applicable SEC rules, our management concluded
that our internal control over financial reporting was effective as of November 30, 2025.
Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements
included in this annual report, has issued its report on the effectiveness of our internal control over financial reporting as of
November 30, 2025, which is presented below.
(b)Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of KB Home:
Opinion on Internal Control Over Financial Reporting
We have audited KB Home’s internal control over financial reporting as of November 30, 2025, based on criteria
established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria).  In our opinion, KB Home (the Company) maintained, in all material
respects, effective internal control over financial reporting as of November 30, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the 2025 consolidated financial statements of the Company and our report dated January 23, 2026 expressed
an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual
Report on Internal Control Over Financial Reporting.  Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit.  We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
98
We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. 
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Los Angeles, California
January 23, 2026
(c)Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended November 30, 2025
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.OTHER INFORMATION
None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1
trading arrangement during the quarter ended November 30, 2025, as such terms are defined under Item 408(a) of Regulation S-
K.  Additionally, we did not adopt or terminate a Rule 10b5-1 trading arrangement during the quarter ended November 30,
2025.
Item 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information for this item for executive officers is provided above in the Executive Officers of the Registrant section in
this report.  Except as stated below, the other information for this item will be provided to the extent applicable in the
“Corporate Governance and Board Matters,” “Election of Directors,” “Ownership of KB Home Securities” and “Annual
Meeting, Voting and Other Information” sections in our 2026 Proxy Statement and is incorporated herein by this reference.
99
Ethics Policy
We have adopted an ethics policy for our directors, officers (including our principal executive officer, principal financial
officer and principal accounting officer) and employees.  The ethics policy is available on our investor relations website at
investor.kbhome.com.  Stockholders may request a free copy of the ethics policy from:
KB Home
Attention: Investor Relations
10990 Wilshire Boulevard
Los Angeles, California 90024
(310) 231-4000
investorrelations@kbhome.com
Within the time period required by the SEC and the New York Stock Exchange, we will post on our investor relations
website any amendment to our ethics policy and any waiver applicable to our principal executive officer, principal financial
officer or principal accounting officer, or persons performing similar functions, and our other executive officers or directors.
Corporate Governance Principles
We have adopted corporate governance principles, which are available on our investor relations website.  Stockholders may
request a free copy of the corporate governance principles from the address, phone number and e-mail address stated above
under “Ethics Policy.”
Insider Trading Policy
We have adopted an insider trading policy and procedures applicable to our and our directors’, officers’ and employees’
purchase, sale or other disposition of our securities that we believe are reasonably designed to promote compliance with insider
trading laws, rules and regulations and New York Stock Exchange listing standards.  This policy and the procedures are set
forth in our Policy on Transactions in Company Securities included as Exhibit 19.1 to this report.
Item 11.EXECUTIVE COMPENSATION
The information for this item will be provided in the “Corporate Governance and Board Matters” and “Compensation
Discussion and Analysis” sections in our 2026 Proxy Statement and is incorporated herein by this reference.
Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Except as provided below, the information for this item will be provided in the “Ownership of KB Home Securities”
section in our 2026 Proxy Statement and is incorporated herein by this reference.
The following table presents information as of November 30, 2025 with respect to shares of our common stock that may be
issued under our existing equity compensation plans:
Equity Compensation Plan Information
 
Plan category
Number of
common shares to
be issued upon
exercise of
outstanding options,
warrants and
rights
(a) (i)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b) (i)
Number of common
shares remaining
available for future
issuance under equity
compensation plans
(excluding common
shares reflected in
column(a))
(c)
 
Equity compensation plans approved by stockholders
1,503,430
$16.21
7,203,338
  
Equity compensation plans not approved by stockholders
Total
1,503,430
$16.21
7,203,338
  
100
(i)The number of shares in column (a) reflects outstanding stock options and 1,152,566 outstanding PSUs (at target amount)
as of November 30, 2025, as described in Note 21 – Employee Benefit and Stock Plans in the Notes to Consolidated
Financial Statements in this report.  For the outstanding PSUs, the number of shares approved for grant will depend on our
performance on the applicable measures during the relevant performance periods, and we cannot predict the extent to
which any shares under these awards will ultimately vest.  The weighted average exercise price in column (b) does not take
into account the outstanding PSUs. 
Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information for this item will be provided in the “Corporate Governance and Board Matters” section in our 2026 Proxy
Statement and is incorporated herein by this reference.
Item 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information for this item will be provided in the “Independent Auditor Fees and Services” section in our 2026 Proxy
Statement and is incorporated herein by this reference.
PART IV
Item 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)  1.Financial Statements
Reference is made to the index set forth on page 57 of this Annual Report on Form 10-K.
2.Financial Statement Schedules
Financial statement schedules have been omitted because they are not applicable or the required information is
provided in the consolidated financial statements or notes thereto.
3.Exhibits 
Exhibit
Number
Description
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
101
Exhibit
Number
Description
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19†
10.1
KB Home Directors’ Legacy Program, as amended January 1, 1999, filed as an exhibit to our 1998 Annual
Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
10.2*
10.3*
10.4*
102
Exhibit
Number
Description
10.5*
10.6*
10.7*
10.8*
10.9*
10.10*
10.11*
10.12*
10.13*
10.14*
10.15*
10.16
10.17
10.18*
10.19*
10.20*
10.21*
10.22*
10.23*
103
Exhibit
Number
Description
10.24†
10.25†
19.1
21†
22†
23†
31.1†
31.2†
32.1†
32.2†
97.1
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104†
Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).
* Management contract or compensatory plan or arrangement in which executive officers are eligible to participate.
† Document filed with this Form 10-K.
Item 16.FORM 10-K SUMMARY
None.
104
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KB Home
By:
/S/    ROBERT R. DILLARD       
Robert R. Dillard
Executive Vice President and Chief Financial Officer
Date:
January 23, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated:
 
Signature
Title
Date
/S/    JEFFREY T. MEZGER        
Chairman and Chief Executive Officer
(Principal Executive Officer)
January 23, 2026
Jeffrey T. Mezger
/S/    ROBERT R. DILLARD       
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
January 23, 2026
Robert R. Dillard
/S/    WILLIAM R. HOLLINGER        
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
January 23, 2026
William R. Hollinger
/S/    JOSE M. BARRA       
Director
January 23, 2026
Jose M. Barra
/S/    ARTHUR R. COLLINS     
Director
January 23, 2026
Arthur R. Collins
/S/    DORENE C. DOMINGUEZ        
Director
January 23, 2026
Dorene C. Dominguez
/S/    KEVIN P. ELTIFE        
Director
January 23, 2026
Kevin P. Eltife
/S/    STUART A. GABRIEL       
Director
January 23, 2026
Stuart A. Gabriel
/S/    THOMAS W. GILLIGAN      
Director
January 23, 2026
Thomas W. Gilligan
/S/    CHERYL J. HENRY      
Director
January 23, 2026
Cheryl J. Henry
/S/    JODEEN A. KOZLAK        
Director
January 23, 2026
Jodeen A. Kozlak
/S/    JAMES C. WEAVER       
Director
January 23, 2026
James C. Weaver
EXHIBIT 4.19
KB HOME,
Company,
THE EXISTING GUARANTORS PARTY HERETO,
Guarantors,
KB HOME RALEIGH-DURHAM INC.
Additional Guarantor,
and
REGIONS BANK,
Trustee
THIRTEENTH SUPPLEMENTAL INDENTURE
Dated as of January 16, 2026
- 1 -
THIS THIRTEENTH SUPPLEMENTAL INDENTURE (this “Thirteenth Supplemental
Indenture”) is dated as of January 16, 2026 and is executed by and among KB Home, a Delaware
corporation (“Company”), the Existing Guarantors (as defined below) and KB HOME Raleigh-
Durham Inc., a Delaware corporation (“Additional Guarantor”), and Regions Bank (successor to
U.S. Bank Trust Company, National Association), as trustee (the “Trustee”).
RECITALS:
WHEREAS, the Company, the guarantors party thereto and the Trustee have heretofore
executed and delivered an Indenture dated as of January 28, 2004 (the “Original Indenture”),
providing for the issuance by the Company from time to time of its Securities (as defined in the
Original Indenture), a First Supplemental Indenture dated as of January 28, 2004 (the “First
Supplemental Indenture”), a Second Supplemental Indenture dated as of June 30, 2004 (the
Second Supplemental Indenture”), a Third Supplemental Indenture dated as of May 1, 2006 (the
Third Supplemental Indenture”), a Fourth Supplemental Indenture dated as of November 9, 2006
(the “Fourth Supplemental Indenture”), a Fifth Supplemental Indenture dated as of August 17, 2007
(the “Fifth Supplemental Indenture”), a Sixth Supplemental Indenture dated as of January 30, 2012
(the “Sixth Supplemental Indenture”), a Seventh Supplemental Indenture dated as of January 11,
2013 (the “Seventh Supplemental Indenture”), an Eighth Supplemental Indenture dated as of March
12, 2013 (the “Eighth Supplemental Indenture”), a Ninth Supplemental Indenture dated as of
February 28, 2014 (the “Ninth Supplemental Indenture”), a Tenth Supplemental Indenture dated as
of January 22, 2019 (the “Tenth Supplemental Indenture”), an Eleventh Supplemental Indenture
dated as of January 20, 2022 (the “Eleventh Supplemental Indenture”), and a Twelfth Supplemental
Indenture dated as of January 19, 2023 (the “Twelfth Supplemental Indenture”); the Original
Indenture, as amended and supplemented by the First Supplemental Indenture, the Second
Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the
Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental
Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture, the Tenth
Supplemental Indenture, the Eleventh Supplemental Indenture, the Twelfth Supplemental Indenture
and this Thirteenth Supplemental Indenture, is hereinafter called the “Indenture”, which term shall
include the terms and provisions of each series of Securities established from time to time pursuant
to Section 301 of the Original Indenture;
WHEREAS, pursuant to Articles Two and Three of the Original Indenture, the Company
has established (i) by an Officers’ Certificate and Guarantor’s Officers’ Certificate, dated as of
February 20, 2019, the form and terms of a series of the Company’s Securities designated the
“6.875% Senior Notes due 2027” (“2027 Notes”), (ii) by an Officers’ Certificate and Guarantor’s
Officers’ Certificate, dated as of November 4, 2019, the form and terms of a series of the
Company’s Securities designated the “4.800% Senior Notes due 2029” (“2029 Notes”), (iii) by an
Officers’ Certificate and Guarantor’s Officers’ Certificate, dated as of June 9, 2021, the form and
terms of a series of the Company’s Securities designated the “4.00% Senior Notes due
2031” (“2031 Notes”), and (iv) by an Officers’ Certificate and Guarantor’s Officers’ Certificate,
dated as of June 22, 2022, the form and terms of a series of the Company’s Securities designated
the “7.250% Senior Notes due 2030” (“2030 Notes” and, together with the 2027 Notes, the 2029
Notes, and the 2031 Notes, “Senior Notes”) (the Officers’ Certificates and Guarantor’s Officers’
Certificates referred to in clauses (i), (ii), (iii) and (iv) of this paragraph are hereinafter called,
together, “Existing Certificates”);
- 2 -
WHEREAS, concurrently with the execution and delivery of this Thirteenth Supplemental
Indenture, the Additional Guarantor is, pursuant to an Instrument of Joinder to the Subsidiary
Guaranty (“Joinder”), guaranteeing the obligations of the Company under that certain Credit
Agreement, dated as of November 12, 2025, between the Company, the banks party thereto and
Bank of America, N.A. as Administrative Agent, as may be amended from time to time; and the date
of the Joinder’s effectiveness, “Effective Date”);
WHEREAS, the Company, the Existing Guarantors and the Additional Guarantor wish to
amend and supplement the Indenture to provide for the Additional Guarantor to become a
Guarantor under the Indenture and to guarantee the obligations of the Company under the Indenture
and the Securities (including, without limitation, the Senior Notes) issued thereunder from time to
time and any Coupons appertaining thereto, and otherwise to modify the Indenture on the terms set
forth in this Thirteenth Supplemental Indenture; and
WHEREAS, the Company has by Company Order dated the date hereof instructed the
Trustee to execute and deliver this Thirteenth Supplemental Indenture pursuant to the terms of the
Original Indenture, and all requirements necessary to make this Thirteenth Supplemental Indenture
a valid instrument in accordance with its terms have been performed and the execution and delivery
of this Thirteenth Supplemental Indenture have been duly authorized in all respects by the Company,
each of the Existing Guarantors and the Additional Guarantor.
NOW, THEREFORE, for and in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company, the Existing Guarantors, the Additional Guarantor and the Trustee mutually covenant
and agree for the equal and proportionate benefit of the Holders (as defined in the Original
Indenture) of the Securities or any series thereof and any Coupons, as follows:
SECTION 1.Definitions.
(a)Terms used herein and not defined herein have the meanings ascribed to
such terms in the Original Indenture.
(b)As used in this Thirteenth Supplemental Indenture, the terms “2027 Notes,”
“2029 Notes,” “2030 Notes,” “2031 Notes,” “Additional Guarantor,” “Existing Certificates,”
“Joinder,” “Effective Date,” “Original Indenture,” “First Supplemental Indenture,” “Second
Supplemental Indenture,” “Third Supplemental Indenture,” “Fourth Supplemental Indenture,”
“Fifth Supplemental Indenture,” “Sixth Supplemental Indenture,” “Seventh Supplemental
Indenture,” “Eighth Supplemental Indenture,” “Ninth Supplemental Indenture,” “Tenth
Supplemental Indenture,” “Eleventh Supplemental Indenture,” “Twelfth Supplemental Indenture,”
“Thirteenth Supplemental Indenture,” “Indenture,” “Senior Notes,” “Trustee” and “Company” have
the meanings specified in the recitals hereto and in the paragraph preceding such recitals; and the
term “Existing Guarantors” means (i) KB HOME Coastal Inc., KB HOME Greater Los Angeles
Inc., KB HOME Sacramento Inc., and KB HOME South Bay Inc., each a California corporation,
(ii) KB HOME Las Vegas Inc., a Nevada corporation, (iii) KB HOME Colorado Inc., a
Colorado corporation, (iv) KB HOME Lone Star Inc. and KBSA, Inc., each a Texas corporation,
(v) KB HOME Phoenix Inc. and KB HOME Tucson Inc., each an Arizona corporation, (vi)
KB HOME Florida Inc., a Delaware corporation, and (vii) KB HOME Fort Myers LLC,  KB
- 3 -
HOME Jacksonville LLC, KB HOME Treasure Coast LLC, KB HOME Orlando LLC, and
KBHPNW LLC, each a Delaware limited liability company.
SECTION 2. Guarantee. The parties hereto covenant and agree that, from and after the
Effective Date:
(a)the Additional Guarantor shall be a Guarantor under the Indenture as if the
Additional Guarantor was an original signatory thereto and an original Guarantor named therein;
(b)without limitation of the other provisions of this Section 2, the Additional
Guarantor shall be a Guarantor under the Indenture with respect to all of the Securities issued and
outstanding thereunder from time to time (including, without limitation, the Senior Notes) and any
Coupons appertaining thereto on and subject to the terms and provisions of the Indenture
(including, without limitation, the terms and provisions of the Existing Certificates);
(c)without limitation of the other provisions of this Section 2, the Additional
Guarantor agrees that the Indenture constitutes a valid and binding obligation of the Additional
Guarantor, enforceable against the Additional Guarantor in accordance with its terms;
(d)without limitation of the other provisions of this Section 2, the Additional
Guarantor agrees to perform and to comply with all of the covenants and agreements of a Guarantor in
the Indenture and each of the Existing Certificates, in each case as if the Additional Guarantor were
an original signatory thereto and an original Guarantor named therein; and
(e)without limitation of the other provisions of this Section 2, the Existing
Guarantors hereby affirm their Guarantees and obligations under the Indenture.
SECTION 3. Governing Law; Thirteenth Supplemental Indenture. This Thirteenth
Supplemental Indenture shall be governed by and construed in accordance with the laws of the
State of New York applicable to agreements made or instruments entered into and, in each case,
performed in said State. The terms and conditions of this Thirteenth Supplemental Indenture shall
be, and be deemed to be, part of the terms and conditions of the Indenture for any and all purposes.
Other than as amended and supplemented by this Thirteenth Supplemental Indenture, the Original
Indenture, as amended and supplemented by the First Supplemental Indenture, the Second
Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the
Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental
Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture, the Tenth
Supplemental Indenture, the Eleventh Supplemental Indenture and the Twelfth Supplement
Indenture, is in all respects ratified and confirmed.
SECTION 4. Acceptance by Trustee. Subject to Section 7 hereof, the Trustee hereby
accepts this Thirteenth Supplemental Indenture and agrees to perform the same upon the terms and
conditions set forth in the Indenture.
- 4 -
SECTION 5. Counterparts. This Thirteenth Supplemental Indenture may be executed
in two or more counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one instrument.
SECTION 6. Headings. The headings of this Thirteenth Supplemental Indenture are
for reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 7. Trustee Not Responsible for Recitals. The recitals herein contained are
made by the Company, the Existing Guarantors and the Additional Guarantor and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee
shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency
of this Thirteenth Supplemental Indenture, except as to its validity with respect to the Trustee.
SECTION 8. Separability. In case any one or more of the provisions contained in this
Thirteenth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions hereof shall not, to the fullest extent permitted
by law, in any way be affected or impaired thereby.
[Signature Pages Follow.]
[Signature Page - Thirteenth Supplemental Indenture]
IN WITNESS WHEREOF, the parties hereto have caused this Thirteenth Supplemental Indenture
to be duly executed, all as of the day and year first above written.
“Company”:KB HOME
By: /s/ Thad Johnson
Name: Thad Johnson
Title:  Senior Vice President and Treasurer
Attest:
/s/ William A. (Tony) Richelieu
Name: William A. (Tony) Richelieu
Title:  Corporate Secretary
“Existing Guarantors”:KB HOME COASTAL INC., a California
corporation
By: /s/ Thad Johnson
Name: Thad Johnson
Title:  Vice President and Treasurer
Attest:
/s/ William A. (Tony) Richelieu
Name: William A. (Tony) Richelieu
Title:  Secretary
[Signature Page – Thirteenth Supplemental Indenture]
KB HOME GREATER LOS ANGELES INC., a
California corporation
By: /s/ Thad Johnson
Name: Thad Johnson
Title:  Vice President and Treasurer
Attest:
/s/ William A. (Tony) Richelieu
Name: William A. (Tony) Richelieu
Title:  Secretary
KB HOME SACRAMENTO INC., a
California corporation
By: /s/ Thad Johnson
Name: Thad Johnson
Title:  Vice President and Treasurer
Attest:
/s/ William A. (Tony) Richelieu
Name: William A. (Tony) Richelieu
Title:  Secretary
[Signature Page – Thirteenth Supplemental Indenture]
KB HOME SOUTH BAY INC., a California corporation
By: /s/ Thad Johnson
Name: Thad Johnson
Title:  Vice President and Treasurer
Attest:
/s/ William A. (Tony) Richelieu
Name: William A. (Tony) Richelieu
Title:  Secretary
KB HOME LAS VEGAS INC., a Nevada
corporation
By: /s/ Thad Johnson
Name: Thad Johnson
Title:  Vice President and Treasurer
Attest:
/s/ William A. (Tony) Richelieu
Name: William A. (Tony) Richelieu
Title:  Secretary
[Signature Page – Thirteenth Supplemental Indenture]
KB HOME COLORADO INC., a Colorado corporation
By: /s/ Thad Johnson
Name: Thad Johnson
Title:  Vice President and Treasurer
Attest:
/s/ William A. (Tony) Richelieu
Name: William A. (Tony) Richelieu
Title:  Secretary
KB HOME LONE STAR INC., a Texas
corporation
By: /s/ Thad Johnson
Name: Thad Johnson
Title:  Vice President and Treasurer
Attest:
/s/ William A. (Tony) Richelieu
Name: William A. (Tony) Richelieu
Title:  Secretary
[Signature Page – Thirteenth Supplemental Indenture]
KBSA, INC., a Texas corporation
By: /s/ Thad Johnson
Name: Thad Johnson
Title:  Vice President and Treasurer
Attest:
/s/ William A. (Tony) Richelieu
Name: William A. (Tony) Richelieu
Title:  Secretary
KB HOME PHOENIX INC., an Arizona
corporation
By: /s/ Thad Johnson
Name: Thad Johnson
Title:  Vice President and Treasurer
Attest:
/s/ William A. (Tony) Richelieu
Name: William A. (Tony) Richelieu
Title:  Secretary
[Signature Page – Thirteenth Supplemental Indenture]
KB HOME TUCSON INC., an Arizona
corporation
By: /s/ Thad Johnson
Name: Thad Johnson
Title:  Vice President and Treasurer
Attest:
/s/ William A. (Tony) Richelieu
Name: William A. (Tony) Richelieu
Title:  Secretary
KB HOME FLORIDA INC., a Delaware
corporation
By: /s/ Thad Johnson
Name: Thad Johnson
Title:  Vice President and Treasurer
Attest:
/s/ William A. (Tony) Richelieu
Name: William A. (Tony) Richelieu
Title:  Secretary
[Signature Page – Thirteenth Supplemental Indenture]
KB HOME FORT MYERS LLC, a
Delaware limited liability company
By: KB HOME FLORIDA INC., a Delaware corporation, its
sole member
By: /s/ Thad Johnson
Name: Thad Johnson
Title:  Vice President and Treasurer
Attest:
/s/ William A. (Tony) Richelieu
Name: William A. (Tony) Richelieu
Title:  Secretary
KB HOME TREASURE COAST LLC, a Delaware limited
liability company
By: KB HOME FLORIDA INC., a Delaware corporation,
its sole member
By: /s/ Thad Johnson
Name: Thad Johnson
Title:  Vice President and Treasurer
Attest:
/s/ William A. (Tony) Richelieu
Name: William A. (Tony) Richelieu
Title:  Secretary
[Signature Page – Thirteenth Supplemental Indenture]
KB HOME JACKSONVILLE LLC, a
Delaware limited liability company
By: KB HOME FLORIDA INC., a Delaware corporation,
its sole member
By: /s/ Thad Johnson
Name: Thad Johnson
Title:  Vice President and Treasurer
Attest:
/s/ William A. (Tony) Richelieu
Name: William A. (Tony) Richelieu
Title:  Secretary
KB HOME ORLANDO LLC, a
Delaware limited liability company
By: KB HOME FLORIDA INC., a Delaware corporation,
its sole member
By: /s/ Thad Johnson
Name: Thad Johnson
Title:  Vice President and Treasurer
Attest:
/s/ William A. (Tony) Richelieu
Name: William A. (Tony) Richelieu
Title:  Secretary
[Signature Page – Thirteenth Supplemental Indenture]
KBHPNW LLC, a
Delaware limited liability company
By: KB HOME COLORADO INC., a Colorado
corporation, its sole member
By: /s/ Thad Johnson
Name: Thad Johnson
Title:  Vice President and Treasurer
Attest:
/s/ William A. (Tony) Richelieu
Name: William A. (Tony) Richelieu
Title:  Secretary
[Signature Page - Thirteenth Supplemental Indenture]
“Additional Guarantor”KB HOME RALEIGH-DURHAM INC., a
Delaware corporation
By: /s/ Thad Johnson
Name: Thad Johnson
Title:  Vice President and Treasurer
Attest:
/s/ William A. (Tony) Richelieu
Name: William A. (Tony) Richelieu
Title:  Secretary
[Signature Page - Thirteenth Supplemental Indenture]
“Trustee”:REGIONS BANK,
as Trustee
By: /s/ Shawn Bednasek
Name: Shawn Bednasek
Title:  Vice President
Attest:
/s/ Michelle Baldwin
Name: Michelle Baldwin
Title:  Vice President
EXHIBIT 10.24
CREDIT AGREEMENT
Dated as of November 12, 2025
among
KB HOME,
as Borrower
THE BANKS PARTY HERETO
BANK OF AMERICA, N.A.,
as Administrative Agent
WELLS FARGO BANK, NATIONAL ASSOCIATION,
BMO BANK N.A.,
CITIZENS BANK, N.A.,
FIFTH THIRD BANK, NATIONAL ASSOCIATION
,
JPMORGAN CHASE BANK, N.A.
,
and
U.S. BANK NATIONAL ASSOCIATION
as Syndication Agents
PNC BANK, NATIONAL ASSOCIATION,
as Documentation Agent,
and
BOFA SECURITIES, INC.,
WELLS FARGO SECURITIES, LLC
,
BMO CAPITAL MARKETS CORP.
,
CITIZENS BANK, N.A.,
FIFTH THIRD BANK, NATIONAL ASSOCIATION
,
JPMORGAN CHASE BANK, N.A.
,
and
U.S. BANK NATIONAL ASSOCIATION
as Joint Lead Arrangers and Joint Bookrunners


TABLE OF CONTENTS

Page


ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
1.1    Defined Terms    1
1.2    Accounting Terms    31
1.3    Rounding    31
1.4    Other Interpretive Provisions    31
1.5    Exhibits and Schedules    32
1.6    References to “Borrower and its Subsidiaries”    32
1.7    Time of Day    32
1.8    Letter of Credit Amounts    32
1.9    Divisions    32
1.10    Rates    32
ARTICLE II. LOANS AND LETTERS OF CREDIT    33
2.1    Loans    33
2.2    Advances, Conversions and Continuations of Loans    33
2.3    Letters of Credit    35
2.4    Prepayments    42
2.5    Termination or Reduction of Commitments    43
2.6    Repayment of Loans    43
2.7    Interest    43
2.8    Fees    44
2.9    Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate    45
2.10    Evidence of Debt    45
2.11    Payments Generally; Administrative Agent’s Clawback    46
2.12    Sharing of Payments by Banks    47
2.13    Increase in Commitments    48
2.14    Defaulting Banks    49
ARTICLE III. BORROWING BASE    51
3.1    Borrowing Base    51
ARTICLE IV. TAXES, YIELD PROTECTION AND ILLEGALITY    52
4.1    Taxes    52
4.2    Illegality    55
4.3    Inability to Determine Rates    56
4.4    Increased Costs    58
4.5    Compensation for Losses    59
4.6    Mitigation Obligations; Replacement of Banks    60
4.7    Survivability    60
ARTICLE V. REPRESENTATIONS AND WARRANTIES    60
5.1    Existence and Qualification; Power; Compliance with Law    60
5.2    Authority; Compliance with Other Instruments and Government Regulations    61
    i

TABLE OF CONTENTS
(Cont’d)
Page

5.3    No Governmental Approvals Required    61
5.4    Subsidiaries    61
5.5    Financial Statements    62
5.6    No Material Adverse Change    62
5.7    Title to Assets    62
5.8    Intangible Assets    63
5.9    Anti-Terrorism Laws; Sanctions; Anti-Corruption Laws    63
5.10    Governmental Regulation    63
5.11    Litigation    63
5.12    Binding Obligations    63
5.13    No Default    64
5.14    Pension Plans    64
5.15    Tax Liability    64
5.16    Regulation U    64
5.17    Environmental Matters    64
5.18    Disclosure    64
5.19    Projections    64
5.20    ERISA Compliance    64
5.21    Solvency    65
5.22    Absence of Restrictions    65
5.23    Tax Shelter Regulations    65
5.24    EEA Financial Institutions    65
5.25    Covered Entities    65
5.26    Beneficial Ownership    65
5.27    Outbound Investment    65
ARTICLE VI. AFFIRMATIVE COVENANTS (OTHER THAN INFORMATION AND REPORTING REQUIREMENTS)    65
6.1    Payment of Taxes and Other Potential Liens    65
6.2    Preservation of Existence    66
6.3    Maintenance of Properties    66
6.4    Maintenance of Insurance    66
6.5    Compliance with Laws    66
6.6    Inspection Rights    66
6.7    Keeping of Records and Books of Account    67
6.8    Use of Proceeds    67
6.9    Subsidiary Guaranty    67
ARTICLE VII. NEGATIVE COVENANTS    67
7.1    Payment or Prepayment of Subordinated Obligations and Certain Other
Obligations    67
7.2    Merger and Sale of Assets    68
7.3    Investments and Acquisitions    68
7.4    Change in Business    69
7.5    Liens and Negative Pledges    69
7.6    Transactions with Affiliates    71
7.7    Consolidated Tangible Net Worth    71
7.8    Consolidated Leverage Ratio    72
    ii

TABLE OF CONTENTS
(Cont’d)
Page

7.9    Consolidated Interest Coverage Ratio or Minimum Liquidity    72
7.10    Distributions    72
7.11    Amendments    73
7.12    Investment in Subsidiaries and Joint Ventures    73
7.13    Borrowing Base Indebtedness Not to Exceed Borrowing Base    73
7.14    Regulation U    73
7.15    Fiscal Year    73
7.16    Sanctions    73
7.17    Anti-Corruption Laws    73
7.18    Outbound Investments    73
ARTICLE VIII. INFORMATION AND REPORTING REQUIREMENTS    74
8.1    Financial and Business Information of Borrower and Its Subsidiaries    74
8.2    Compliance Certificate    76
ARTICLE IX. CONDITIONS    77
9.1    Initial Advances, Etc    77
9.2    Any Advance    78
9.3    Any Letter of Credit    79
ARTICLE X. EVENTS OF DEFAULT AND REMEDIES UPON EVENTS OF DEFAULT    79
10.1    Events of Default    79
10.2    Remedies Upon Event of Default    81
ARTICLE XI. ADMINISTRATIVE AGENT    83
11.1    Appointment and Authority    83
11.2    Rights as a Bank    83
11.3    Exculpatory Provisions    83
11.4    Reliance by Administrative Agent, Issuing Banks and Banks    84
11.5    Delegation of Duties    85
11.6    Resignation of Administrative Agent    85
11.7    Non-Reliance on Administrative Agent, the Arrangers and the Other Banks    86
11.8    No Other Duties, Etc    87
11.9    Administrative Agent May File Proofs of Claim    87
11.10    Guaranty Matters    87
11.11    Recovery of Erroneous Payments    88
ARTICLE XII. MISCELLANEOUS    88
12.1    Cumulative Remedies; No Waiver    88
12.2    Amendments; Consents    89
12.3    Nature of Banks’ Obligations    90
12.4    Survival of Representations and Warranties    90
12.5    Notices and Other Communications; Facsimile Copies    90
12.6    Electronic Execution; Electronic Records; Counterparts    92
12.7    Successors and Assigns    93
    iii

TABLE OF CONTENTS
(Cont’d)
Page

12.8    Expenses; Indemnity; Damage Waiver    97
12.9    Treatment of Certain Information; Confidentiality    99
12.10    Other Dealings    100
12.11    Right of Setoff — Deposit Accounts    100
12.12    Further Assurances    100
12.13    Integration; Effectiveness    100
12.14    Governing Law; Jurisdiction; Etc.    101
12.15    Severability of Provisions    101
12.16    Headings    102
12.17    Conflict in Loan Documents    102
12.18    Waiver of Right to Trial by Jury    102
12.19    Purported Oral Amendments    102
12.20    Payments Set Aside    102
12.21    Reserved    102
12.22    Certain Notices    102
12.23    Replacement of Banks    103
12.24    No Advisory or Fiduciary Relationship    103
12.25    Acknowledgement and Consent to Bail-In of Affected Financial Institutions    104
12.26    Certain ERISA Matters    104
12.27    Interest Rate Limitation    105
12.28    Acknowledgement Regarding Any Supported QFCs    105

Exhibits
A    Assignment and Assumption
B    Borrowing Base Certificate
C    Compliance Certificate
D    Loan Notice
E    Note
F    Subsidiary Guaranty
G    U.S. Tax Compliance Certificates
Schedules
1.1    Pro Rata Shares / Bank Commitments
4.4    Subsidiaries
4.7    Existing Liens and Rights of Others
6.4    Investments
11.6    Notices

    iv


CREDIT AGREEMENT
Dated as of November 12, 2025
This Credit Agreement (as it may from time to time be supplemented, modified, amended, renewed, extended or supplanted, this “Agreement”), dated as of November 12, 2025, is entered into by and among KB HOME, a Delaware corporation (“Borrower”), each financial institution set forth on the signature pages of this Agreement or which from time to time becomes party hereto (collectively, the “Banks” and individually, each a “Bank”), and BANK OF AMERICA, N.A., as Administrative Agent.
RECITALS
WHEREAS, Borrower has requested that the Banks provide a revolving credit facility, and the Banks are willing to do so on the terms and conditions set forth herein.
WHEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS
1.1Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
Acquisition” means any transaction, or any series of related transactions, consummated after the Closing Date, by which Borrower or any of its Subsidiaries directly or indirectly (a) acquires any ongoing business or all or substantially all of the assets of any corporation, partnership or limited liability company, or other business entity or division thereof, whether through purchase of assets, merger or otherwise, (b) acquires (including by way of division or merger) control of securities of a corporation representing 50% or more of the ordinary voting power for the election of directors or (c) acquires (including by way of division or merger) control of a 50% or more ownership interest in any corporation, partnership, limited liability company, or other business entity.
Administrative Agent” means Bank of America in its capacity as administrative agent under this Agreement and the other Loan Documents, or any successor administrative agent.
Administrative Agent’s Office” means Administrative Agent’s address and, as appropriate, account set forth on Schedule 11.6, or such other address or account as Administrative Agent may, from time to time, notify Borrower and the Banks.
Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by Administrative Agent to the Banks.
Advance” means a single advance consisting of Loans of the same Type and, in the case of Term SOFR Rate Loans, having the same Interest Period made by each of the Banks pursuant to Section 2.1.
Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
Affiliate” means, with respect to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition,



control” (including its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); provided that, in any event, any Person which owns directly or indirectly 10% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation that has more than 100 record holders of such securities or 10% or more of the partnership or other ownership interests of any other Person that has more than 100 record holders of such interests will be deemed to control such corporation or other Person.
Agent Parties” has the meaning set forth in Section 12.5(c).
Agent-Related Persons” means Administrative Agent, together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.
Aggregate Commitments” means, on any date of determination, the aggregate amount of the Commitments of all the Banks.
Agreement” has the meaning set forth in the first paragraph hereof.
Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Loan Parties or any of its Subsidiaries from time to time concerning or relating to bribery or corruption.
Anti-Terrorism Laws” means Law related to terrorism financing or money laundering including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56), The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31 U.S.C. §§ 5311- 5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended), any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), the Anti-Terrorism Order, or any enabling legislation or executive order relating to any of the same.
Anti-Terrorism Order” means Executive Order No. 13,224, 66 Fed. Reg. 49,079 (2001), issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism).
Applicable Pricing Level” means, for any day, the Applicable Pricing Level that is determined in accordance with Borrower’s Consolidated Leverage Ratio on such date as follows:
Applicable Pricing LevelConsolidated Leverage Ratio
I<0.375:1
II≥0.375:1 but <0.425:1
III≥0.425:1 but <0.475:1
IV≥0.475:1 but <0.525:1
V≥0.525:1
        2


Any change in the Applicable Pricing Level resulting from a change in the Consolidated Leverage Ratio shall be effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 8.2; provided, however, that if a Compliance Certificate is not delivered on or prior to a date required by Section 8.2, and if the Compliance Certificate when delivered indicates that the Applicable Pricing Level of Borrower will increase (i.e., become less favorable to Borrower), the date of increase in the Applicable Pricing Level will be deemed to be the date upon which such Compliance Certificate was due under Section 8.2, not the date on which such Compliance Certificate was delivered. The Applicable Rate in effect from the Closing Date until adjusted as set forth above shall be set at Applicable Pricing Level I.
The “Applicable Rates” means, as of any date of determination, the following percentages per annum, based upon the Applicable Pricing Level on that date:
Applicable Pricing Level
Base Rate Loan Applicable Rate
Term SOFR Rate Loan Applicable Rate /
Daily SOFR Loan Applicable Rate /
Letter of Credit Fee Applicable Rate
Commitment Fee
I0.25%1.25%0.15%
II0.375%1.375%0.20%
III0.50%1.50%0.25%
IV0.625%1.625%0.30%
V0.75%1.75%0.35%
Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.9(b).
Approved Fund” means any Fund that is administered or managed by (a) a Bank, (b) an Affiliate of a Bank or (c) an entity or an Affiliate of an entity that administers or manages a Bank.
Arrangers” means BofA Securities, Inc., Wells Fargo Securities, LLC, BMO Bank N.A., Citizens Bank, N.A., Fifth Third Bank, National Association, JPMorgan Chase Bank, N.A., and U.S. Bank National Association, in their respective capacities as joint lead arrangers and joint bookrunners.
Assignment and Assumption” means an assignment and assumption substantially in the form of Exhibit A.
Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external counsel.

        3


Authorizations” has the meaning set forth for that term in Section 5.1.
Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.5, and (c) the date of termination of the Commitment of each Bank to make Loans and of the obligation of the Issuing Banks to issue Letters of Credit.
Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
Bank” means each financial institution whose name is set forth in the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement pursuant to Section 12.7.
Bank Insolvency Event” means that (i) a Bank or its Parent Company is insolvent, (ii) an event of the kind referred to in Section 10.1(j) occurs with respect to a Bank or its Parent Company (as if the references in such provisions to Borrower or Subsidiaries referred to such Bank or Parent Company) or (iii) a Bank or its Parent Company becomes the subject of a Bail-In Action.
Bank of America” means Bank of America, N.A.
Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate for such day plus one-half of one percent (0.50%), (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” (c) Term SOFR for such day plus one percent (1.00%) and (d) one percent (1.00%). The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 4.3, then the Base Rate shall be the greater of clauses (a), (b) and (d) above and shall be determined without reference to clause (c) above.
Base Rate Loan” means a Loan that bears interest at a rate based on the Base Rate.
Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.
Beneficial Ownership Regulation” means 31 C.F.R. § 1020.230.
Benefit Plan” shall mean any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose
        4


assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
Borrower” means KB Home, a Delaware corporation, and its successors and permitted assigns.
Borrower Detail Form” means a certificate provided by or on behalf of Borrower on a form promulgated by Administrative Agent.
Borrower Materials” has the meaning set forth in Section 8.1.
Borrowing Base” has the meaning set forth in Section 3.1(b).
Borrowing Base Certificate” means a written calculation of the Borrowing Base, substantially in the form of Exhibit B signed, on behalf of Borrower by a Senior Officer of Borrower.
Borrowing Base Indebtedness” means as of any date of determination, the aggregate principal amount of indebtedness for borrowed money, and the aggregate face amount of obligations under Financial Letters of Credit that are not Cash Collateralized or Letter of Credit Collateralized, of Borrower and Borrowing Base Subsidiaries (other than Financial Subsidiaries) that are not Subordinated Obligations and that is not Non-Recourse Indebtedness.
Borrowing Base Subsidiary” means (a) any Guarantor Subsidiary and (b) any direct or indirect wholly-owned Domestic Subsidiary of Borrower or any Guarantor Subsidiary.
Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where Administrative Agent’s Office is located.
Capital Lease” means, with respect to any Person, a lease of any Property by that Person as lessee that is, or should be recorded as a “capital lease” or “finance lease” on a balance sheet of that Person prepared in accordance with Generally Accepted Accounting Principles in effect as of the date of this Agreement.
Cash” means all monetary items (including currency, coin and bank demand deposits) that are treated as cash under Generally Accepted Accounting Principles consistently applied.
Cash Collateralize” has the meaning set forth in Section 2.3(g).
Cash Equivalents” means, with respect to any Person, that Person’s Investments in:
(a)Government Securities due within one year of the making of the Investment;
(b)readily marketable direct obligations of any State of the United States of America or any political subdivision of any such State or any public agency or instrumentality thereof given on the date of such Investment a credit rating of at least Aa3 by Moody’s or AA- by S&P, in each case due within one year from the making of the Investment;
(c)certificates of deposit issued by, deposits in, deposits in the London interbank Eurodollar market made through, bankers’ acceptances of, and repurchase agreements covering Government Securities executed by, (i) any Bank or (ii) any bank or savings and loan association doing business in and incorporated under the Laws of the United States of America, any state thereof or the
        5


District of Columbia and having on the date of such Investment combined capital, surplus and undivided profits of at least $500,000,000 and which carries on the date of such Investment a credit rating of P-1 or higher by Moody’s or A-1 or higher by S&P, in each case due within one year after the date of the making of the Investment;
(d)certificates of deposit issued by, bank deposits in, deposits in the London interbank Eurodollar market made through, bankers’ acceptances of, and repurchase agreements covering Government Securities executed by any branch or office located in the United States of America of a bank incorporated under the Laws of any jurisdiction outside the United States of America having on the date of such Investment combined capital, surplus and undivided profits of at least $500,000,000 and which carries on the date of such Investment a credit rating of P-1 or higher by Moody’s or A-1 or higher by S&P, in each case due within one year after the date of the making of the Investment;
(e)readily marketable commercial paper or other debt securities of (i) any Bank that is a Bank as of the Closing Date, (ii) corporations, commercial banks or financial institutions doing business in and incorporated under the Laws of the United States of America or any state thereof or the District of Columbia or (iii) a holding company for a bank described in clause (c) or (d) above, given on the date of such Investment a credit rating of P-1 or higher by Moody’s, of A-1 or higher by S&P, or F-1 or higher by Fitch, in each case due within one year of the making of the Investment;
(f)repurchase agreements covering Government Securities executed by a broker or dealer registered under Section 15(b) of the Exchange Act, having on the date of the Investment capital of at least $50,000,000, due within 90 days after the date of the making of the Investment; provided, that the maker of the Investment receives written confirmation of the transfer to it of record ownership of the Government Securities on the books of a “primary dealer” in such Government Securities or on the books of such registered broker or dealer, as soon as practicable after the making of the Investment;
(g)money market preferred stock” issued by a corporation incorporated under the Laws of the United States of America or any State thereof (i) given on the date of such Investment a credit rating of at least Aa3 by Moody’s and AA- by S&P, in each case having an investment period not exceeding 50 days or (ii) to the extent that investors therein have the benefit of a standby letter of credit issued by a Bank or a bank described in clauses (c) or (d) above; provided, that (y) the amount of all such Investments issued by the same issuer does not exceed $20,000,000 and (z) the aggregate amount of all such Investments does not exceed $50,000,000;
(h)a readily redeemable “money market mutual fund” sponsored by a bank described in clause (c) or (d) hereof, or a registered broker or dealer described in clause (f) hereof, that has and maintains an investment policy limiting its investments primarily to instruments of the types described in clauses (a) through (g) hereof and given on the date of such Investment a credit rating of at least Aa3 by Moody’s and AA- by S&P; and
(i)corporate notes or bonds having an original term to maturity of not more than one year issued by a corporation incorporated under the Laws of the United States of America or any state thereof, or a participation interest therein; provided, that (i) commercial paper issued by such corporation is given on the date of such Investment a credit rating of at least Aa3 by Moody’s and AA- by S&P, (ii) the amount of all such Investments issued by the same issuer does not exceed $20,000,000 and (iii) the aggregate amount of all such Investments does not exceed $50,000,000.
Change in Control” means, and shall be deemed to have occurred at such time as any of the following events shall occur:
        6


(a)there shall be consummated any consolidation or merger of Borrower in which Borrower is not the continuing or surviving company, unless the holders of Borrower’s Voting Stock immediately prior to such transaction hold, immediately after such transaction, at least 50% of the Voting Stock of the surviving company or a parent company that owns all of the equity interests of such surviving company; or
(b)there is a report filed by any “person” or “group” on Schedule 13D or TO (or any successor schedule, form or report) pursuant to the Exchange Act, disclosing that such person or group (for the purposes of the definition of Change in Control only, the terms “person” and “group” are used as defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision to either of the foregoing) has become the beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of 50% or more of the voting power of Borrower’s Voting Stock then outstanding; provided, however, that a person or group shall not be deemed beneficial owner of, or to own beneficially any Securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or group until such tendered Securities are accepted for purchase or exchange thereunder; or
(c)a “Change in Control” (or analogous term) as defined in the Indenture shall occur and any Debt Securities (other than Subordinated Obligations) thereupon (i) become due and payable by Borrower or its Subsidiaries or (ii) Borrower or its Subsidiaries are required to make an offer to redeem such Debt Securities; or
(d)a “Change in Control” (or analogous term) as defined in one or more indentures or agreements governing any Subordinated Obligations occur and (i) at least $100,000,000 of Subordinated Obligations thereupon become due and payable by Borrower or its Subsidiaries or (ii) Borrower or its Subsidiaries must make an offer to redeem an amount equal to or greater than $100,000,000 of Subordinated Obligations.
Change in Control Payment Date” has the meaning set forth in Section 2.4(d)(i).
Change in Control Payment Notice” has the meaning set forth in Section 2.4(d)(iii).
Change in Control Repayment” has the meaning set forth in Section 2.4(d)(i).
Change in Law” means the occurrence, after the date of this Agreement, of any of the following:
(a)the adoption or taking effect of any applicable law, rule, regulation or treaty;
(b)any change in any applicable law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority; or
(c)the making or issuance of any applicable request, guideline or directive (whether or not having the force of law) by any Governmental Authority.
Notwithstanding the foregoing, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and all requests rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

        7


Change in Status” means, with respect to any Guarantor Subsidiary, (a) such Guarantor Subsidiary ceases to be a Subsidiary of Borrower as a result of a transaction permitted under this Agreement or (b) the designation by Borrower that such Guarantor Subsidiary is not required to be a Guarantor Subsidiary under the definition thereof.
Closing Date” means November 12, 2025.
CME” means CME Group Benchmark Administration Limited.
Code” means the Internal Revenue Code of 1986, as amended and as in effect from time to time.
Commission” means the Securities and Exchange Commission and any successor commission.
Commitment” means, as to each Bank, its obligation to (a) make Loans to Borrower pursuant to Section 2.1 and (b) purchase participations in L/C Borrowings, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Bank’s name on Schedule 1.1 or in the Assignment and Assumption pursuant to which such Bank becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
Communication” has the meaning set forth in Section 12.6.
Compliance Certificate” means a compliance certificate in the form of Exhibit C signed, on behalf of Borrower, by a Senior Officer of Borrower.
Conforming Changes” means, with respect to the use, administration of or any conventions associated with SOFR or any proposed Successor Rate, Daily Simple SOFR or Term SOFR, as applicable, any conforming changes to the definitions of “Base Rate”, “Daily Simple SOFR”, “SOFR”, “Term SOFR” and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by Administrative Agent in a manner substantially consistent with market practice (or, if Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).
Connection Income Taxes” means Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
Connection Taxes” means with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
Consolidated Adjusted EBITDA” means, for any period, Consolidated EBITDA for such period plus (a) the amount of capitalized interest that was included in cost of sales in determining Consolidated Net Income for such period (and not included in Consolidated Interest Expense and added back to
        8


Consolidated Net Income pursuant to clause (a)(ii) of Consolidated EBITDA) plus (b) all non-cash Net Realizable Value Adjustments made during such period which are not added back to Consolidated Net Income pursuant to clause (a)(iv) of Consolidated EBITDA.
Consolidated ASC 810 Subsidiaries” means entities that would not be GAAP Subsidiaries but for the issuance of the pronouncement entitled Accounting Standards Codification Topic 810 “Consolidations” by the Financial Accounting Standards Board.
Consolidated EBITDA” means, for any period, Consolidated Net Income for such period, (a) plus, without duplication, (i) any extraordinary loss reflected in such Consolidated Net Income, and (ii) Consolidated Interest Expense for such period, and (iii) the aggregate amount of federal, state and foreign income taxes payable by Borrower and its Consolidated Subsidiaries for such period, and (iv) depreciation, amortization and all other non-cash expenses of Borrower and its Consolidated Subsidiaries for such period (and in the case of the foregoing items (ii), (iii) and (iv), only to the extent deducted in the determination of Consolidated Net Income for such period), (b) minus, without duplication, (i) consolidated interest income of Borrower and its Consolidated Subsidiaries for such period, and (ii) any extraordinary gain reflected in such Consolidated Net Income, in each of the foregoing cases as determined in accordance with Generally Accepted Accounting Principles consistently applied.
Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Adjusted EBITDA for the twelve (12) month period ending on such date to (b) Consolidated Interest Incurred for the twelve (12) month period ending on such date.
Consolidated Interest Expense” means for any period, the aggregate interest expense of Borrower and its Consolidated Subsidiaries on a consolidated basis determined in accordance with Generally Accepted Accounting Principles consistently applied.
Consolidated Interest Incurred” means, for any period, the aggregate amount of Consolidated Interest Expense (but excluding (a) premiums and non-cash amounts arising as a result of prepayment or extinguishment of Indebtedness, (b) non-cash convertible debt Consolidated Interest Expenses and (c) accretion of original issue discount on long-term debt), including any capitalized interest, less interest income of Borrower and its Consolidated Subsidiaries on a consolidated basis; provided that Borrower may exclude interest on up to $500,000 of Capital Leases from such calculation.
Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness on that date to (b) the sum of (i) Consolidated Total Indebtedness and (ii) Consolidated Tangible Net Worth on that date.
Consolidated Net Income” means, for any period, the net income of Borrower and its Consolidated Subsidiaries on a consolidated basis determined in accordance with Generally Accepted Accounting Principles consistently applied.
Consolidated Net Tangible Assets” means the total amount of assets which would be included on a combined balance sheet of Borrower and its Subsidiaries (other than Financial Subsidiaries) under Generally Accepted Accounting Principles (less applicable reserves and other properly deductible items) after deducting therefrom: (a) all short-term liabilities, except for liabilities payable by their terms more than one (1) year from the date of determination (or renewable or extendible at the option of the obligor for a period ending more than one (1) year after such date) and liabilities in respect of retiree benefits other than pensions for which Borrower or any of its Subsidiaries is required to accrue pursuant to ASC 715; (b) investments in Financial Subsidiaries; and (c) all goodwill, trade names, trademarks, patents,
        9


unamortized debt discount, unamortized expense incurred in the issuance of debt and other Intangible Assets.
Consolidated Subsidiaries” means, with respect to Borrower, Borrower’s GAAP Subsidiaries (other than Borrower’s Consolidated ASC 810 Subsidiaries).
Consolidated Tangible Net Worth” means, as of any date of determination, the Shareholders’ Equity of Borrower and its GAAP Subsidiaries on a consolidated basis on that date minus the Intangible Assets of Borrower and its GAAP Subsidiaries on a consolidated basis on that date minus any non-cash gain (or plus any non-cash loss, as applicable) resulting from any marked to market adjustments made directly to Consolidated Tangible Net Worth as a result of fluctuations in the value of foreign currency instruments owned by Borrower or any of its GAAP Subsidiaries as mandated under ASC 815.
Consolidated Total Indebtedness” means, as of any date of determination, all Indebtedness, all Contingent Guaranty Obligations and any drawn Performance Letters of Credit (excluding drawn Performance Letters of Credit with respect to Financial Subsidiaries and Foreign Subsidiaries) not reimbursed when due and not Cash Collateralized, of Borrower and its Consolidated Subsidiaries on a consolidated basis on that date (without duplication for any guaranty by Borrower of a Consolidated Subsidiary’s Indebtedness or any guaranty by a Consolidated Subsidiary of either Borrower’s or another Consolidated Subsidiary’s Indebtedness or otherwise) minus (a) all Indebtedness and Contingent Guaranty Obligations of Financial Subsidiaries on a consolidated basis (but only to the extent that such Financial Subsidiaries are also Consolidated Subsidiaries and there is no recourse to Borrower or any other Consolidated Subsidiary) on that date minus (b) all Indebtedness and Contingent Guaranty Obligations of Foreign Subsidiaries of Borrower on a consolidated basis (but only to the extent that such Foreign Subsidiaries of Borrower are also Consolidated Subsidiaries and there is no recourse to Borrower or any other Consolidated Subsidiary or any of their respective Property) on that date, and minus (c) all Unrestricted Cash in excess of $15,000,000 on that date.
Contingent Guaranty Obligation” means, with respect to any Person, any agreement, undertaking or arrangement by which such Person guarantees, endorses (other than for collection or deposit in the ordinary course of business), contingently agrees to purchase or provide funds for the payment of, or otherwise is contingently liable upon, the Indebtedness of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person to enable such Person to pay Indebtedness, or otherwise assures any creditor with respect to Indebtedness of such other Person against loss with respect to payment of such Indebtedness, including, without limitation, any such agreement, undertaking or arrangement in the form of a comfort letter, operating agreement, take-or-pay contract or “put” agreement; provided that a “bad boy”, “bad acts” or completion guarantee or similar arrangement shall not constitute a Contingent Guaranty Obligation except to the extent of the principal amount then due and payable thereunder. The amount of any Contingent Guaranty Obligation of a Person shall be deemed to be (1) in the event the terms of such Contingent Guaranty Obligation provide that such Person shall be liable for a fixed portion of the principal amount of the related primary Indebtedness and such Indebtedness has a stated or determinable principal amount, an amount equal to such fixed portion, (2) in the event the principal amount of the related primary Indebtedness is not stated or determinable or the terms of such Contingent Guaranty Obligation do not provide that such Person shall be liable for a fixed portion of such principal, an amount equal to the maximum reasonably anticipated liability which is likely to be paid by such Person in respect of such principal as determined by such Person in good faith or (3) in the event of a Contingent Guaranty Obligation arising under an LTV Maintenance Agreement, the related LTV Maintenance Exposure of such Person; provided, however, that if any Person is liable severally but not jointly and severally with one or more other obligors under any Contingent Guaranty Obligation, the amount of such Contingent Guaranty Obligation shall be the product of (x) the amount determined as set
        10


forth above and (y) the maximum percentage of the aggregate liability in respect of principal under such Contingent Guaranty Obligation with respect to which such Person is severally liable.
Contractual Obligation” means, as to any Person, any provision of any outstanding Securities issued by that Person or of any material agreement, instrument or undertaking to which that Person is a party or by which it or any of its Property is bound, other than, in the case of Borrower and its Subsidiaries, any of the Loan Documents.
Daily Simple SOFR” means, with respect to any applicable determination date, (a) SOFR published on the fifth (5th) U.S. Government Securities Business Day preceding such day by the SOFR Administrator on the Federal Reserve Bank of New York’s website (or any successor source); provided, however, that if such day is not a U.S. Government Securities Business Day, then Daily Simple SOFR means such rate so published on the fifth (5th) U.S. Government Securities Business Day preceding the first (1st) U.S. Government Securities Business Day immediately prior thereto, plus (b) the SOFR Adjustment. Any change in Daily Simple SOFR shall be effective from and including the date of such change without further notice. If the rate as so determined would be less than zero percent (0.00%), such rate shall be deemed to be zero percent (0.00%).
Daily SOFR Rate Loan” means a Loan made hereunder with respect to which the interest rate is calculated by reference to Daily Simple SOFR.
Debt Securities” means the notes or other debt securities issued under the Indenture.
Debtor Relief Laws” means the Bankruptcy Code of the United States of America, as amended from time to time, and all other applicable liquidation, conservatorship, insolvency, reorganization, or similar debtor relief Laws from time to time in effect affecting the rights of creditors generally.
Default” means any event that, with the giving of any notice or passage of time, or both, would be an Event of Default.
Default Rate” means (a) when used with respect to Obligations other than Letter of Credit fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) two percent (2%) per annum; provided, however, that with respect to a Term SOFR Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus two percent (2%) per annum, and (b) when used with respect to Letter of Credit fees, a rate equal to the Applicable Rate plus two percent (2%) per annum.
Defaulting Bank” means, at any time, a Bank that (i) has failed for two (2) Business Days or more to comply with its obligations under this Agreement to make a Loan or make a payment to an Issuing Bank in respect of an L/C Advance or pay any other amount required to be paid by it under the Loan Documents (each a “funding obligation”), or (ii) has notified in writing Borrower, Administrative Agent or any Issuing Bank, or has stated publicly, that it does not intend or expect to comply with any such funding obligation, (iii) has defaulted on its funding obligations under any other loan agreement or credit agreement or other similar agreement, (iv) for three (3) or more Business Days after written request of Administrative Agent or Borrower, fails to provide a written certification that it will comply with its prospective funding obligations hereunder (provided that such Bank will cease to be a Defaulting Bank pursuant to this clause (iv) upon Administrative Agent’s and Borrower’s receipt of such written confirmation), or (v) as to which a Bank Insolvency Event has occurred and is continuing with respect to such Bank; provided that neither the reallocation of funding obligations provided for in Section 2.14 as a result of a Bank being a Defaulting Bank nor the performance by Non-Defaulting Banks of such reallocated funding obligations shall by themselves cause the relevant Defaulting Bank to become a Non-Defaulting Bank; provided further
        11


that in each case, a Defaulting Bank will not mean a Bank whose applicable funding obligations are reasonably likely to be promptly met or satisfied by an administrative agency of competent jurisdiction or a successor-in interest with respect to such funding obligations. Any determination by Administrative Agent that a Bank is a Defaulting Bank under any of clauses (i) through (v) above will be conclusive and binding absent manifest error, and such Bank will be deemed to be a Defaulting Bank upon notification of such determination by Administrative Agent to Borrower, the Issuing Banks, and the Banks.
Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.
Developed Lots” means subdivision lots located in the United States that are wholly-owned by Borrower or its Borrowing Base Subsidiaries, unencumbered by any Lien or Liens (other than Permitted Encumbrances), and that are subject to a recorded plat or subdivision map, in substantial compliance with all applicable Laws and available for the construction thereon of foundations for Units.
Distribution” means, with respect to any shares of capital stock or any warrant or right to acquire shares of capital stock or any other equity security issued by a Person, (a) the retirement, redemption, purchase, or other acquisition for value (other than for capital stock of the same type of such Person) by such Person of any such security, (b) the declaration or payment by such Person of any dividend in Cash or in Property (other than in capital stock of the same type of such Person) on or with respect to any such security, and (c) any Investment by such Person in any holder of 5% or more of the capital stock (or other equity securities) of such Person, if a purpose of such Investment is to avoid the characterization of the transaction between such Person and such holder as a Distribution under clause (a) or (b) above. In addition, to the extent any loan or advance by Borrower to one of its Subsidiaries is deemed to be an “Investment” for purposes of this Agreement, then any principal payment made by such Subsidiary in respect of such loan or advance shall be considered a Distribution for purposes of Section 7.10.
Dollars” means the national currency of the United States of America.
Domestic Lending Office” means, with respect to each Bank, its office, branch or affiliate identified on the signature pages hereof as its Domestic Lending Office or such other office, branch or affiliate as such Bank may hereafter designate as its Domestic Lending Office by notice to Borrower and Administrative Agent.
Domestic Subsidiary” means, with respect to any Person and as of any date of determination, a Subsidiary of such Person (a) that is organized under the Laws of the United States of America or any state thereof, so long as substantially all of the assets of such Subsidiary do not consist of capital stock of one or more Foreign Subsidiaries, and (b) the majority of the assets of which (as reflected on a balance sheet of such Subsidiary prepared in accordance with Generally Accepted Accounting Principles consistently applied) is located in the United States of America.
EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
        12


EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
Electronic Copy” has the meaning set forth in Section 12.6.
Eligible Assignee” means: (a) a Bank; (b) an Affiliate of a Bank; or (c) a financial institution that has, or is a wholly-owned subsidiary of a parent company that has, (i) an unsecured long-term debt rating of not less than BBB+ from S&P or Baa1 from Moody’s (or BBB+ from S&P and Baa1 from Moody’s if both agencies issue ratings of its unsecured long-term debt) and (ii) if its unsecured short-term debt is rated, an unsecured short-term debt rating of not less than A2 from S&P or P2 from Moody’s (or A2 from S&P and P2 from Moody’s if both agencies issue ratings of its unsecured short-term debt); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include (i) Borrower or any of Borrower’s Affiliates or Subsidiaries, or (ii) any Defaulting Bank or Potential Defaulting Bank or any of their respective subsidiaries, or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause (ii).
ERISA” means, at any date, the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder, all as the same shall be in effect at such date.
ERISA Affiliate” means, with respect to Borrower, any other Person (or any trade or business, whether or not incorporated) that is under common control with Borrower within the meaning of Section 414 of the Code.
ERISA Event” means: (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal (within the meanings of Sections 4203 and 4205 of ERISA) by Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in “reorganization” (within the meaning of Section 4241 of ERISA), “insolvency” (within the meaning of Section 4245 of ERISA), or “endangered or critical status” (within the meaning of Section 305 of ERISA); (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Borrower or any ERISA Affiliate; (g) a determination that any Pension Plan is, or is expected to be in “at-risk” status (as defined in Section 303(i)(4)(A) of ERISA or Section 430(i)(4)(A) of the Code); (h) the failure by Borrower or any ERISA Affiliate to meet the funding requirements of Sections 412 and 430 of the Code or Sections 302 and 303 of ERISA with respect to any Pension Plan, whether or not waived, or the failure to make by its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (i) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan; or (j) the imposition of a Lien upon the assets of Borrower or any ERISA Affiliate pursuant to the Code or ERISA with respect to any Pension Plan.
Escrow Receivables” means, as of any date of determination, the amounts due to Borrower or any Borrowing Base Subsidiary and held at an escrow or title company following the sale and conveyance of title of a Model Home or Unit to a buyer (including an escrow or title company that is a Subsidiary of
        13


Borrower) to the extent that such amounts are free and clear of all Liens and Rights of Others and are not subject to any restriction pursuant to any Contractual Obligations.
EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.
Event of Default” has the meaning provided in Section 10.1.
Exchange Act” means the Securities Exchange Act of 1934, as amended.
Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Bank, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Connection Taxes, (b) in the case of a Bank, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Bank acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by Borrower under Section 2.14) or (ii) such Bank changes its Lending Office, except in each case to the extent that, pursuant to Section 4.1(b) or 4.1(c), amounts with respect to such Taxes were payable either to such Bank’s assignor immediately before such Bank became a party hereto or to such Bank immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 4.1(e) and (d) any withholding Taxes imposed pursuant to FATCA.
Existing Indenture” means that certain Indenture, by and between Borrower, the guarantors party thereto and Regions Bank (successor to U.S. Bank Trust Company National Association), as trustee, dated as of January 28, 2004, as supplemented by that certain First Supplemental Indenture dated as of January 28, 2004, that certain Second Supplemental Indenture dated as of June 30, 2004, that certain Third Supplemental Indenture dated as of May 1, 2006, that certain Fourth Supplemental Indenture dated as of November 9, 2006, that certain Fifth Supplemental Indenture dated as of August 17, 2007, that certain Sixth Supplemental Indenture dated as of January 30, 2012, certain Seventh Supplemental Indenture dated as of January 11, 2013, that certain Eighth Supplemental Indenture dated as of March 12, 2013, that certain Ninth Supplemental Indenture dated as of February 28, 2014, that certain Tenth Supplemental Indenture dated as of January 22, 2019, that certain Eleventh Supplemental Indenture dated as of January 20, 2022, and that certain Twelfth Supplemental Indenture dated as of January 19, 2023, as the same may be amended, modified or supplemented from time to time.
Existing Letters of Credit” means any Letter of Credit issued pursuant to the Existing Loan Agreement or designated as Letters of Credit pursuant to the terms thereof.
Existing Loan Agreement” means that certain Fourth Amended and Restated Revolving Loan Agreement, dated as of February 18, 2022, by and among Borrower, each financial institution party thereto from time to time, and Citibank, N.A., as administrative agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time).
Exposure” means for any Bank, as of any date of determination, the product obtained by multiplying that Bank’s then effective Pro Rata Share by the then effective Aggregate Commitments.
FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply
        14


with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, as of the Closing Date (or any amended or successor version described above) and any intergovernmental agreement (and related fiscal or regulatory legislation, or related official rules or practices) implementing the foregoing.
Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero percent (0.00%), such rate shall be deemed to be zero percent (0.00%) for purposes of this Agreement.
Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States.
Fee Letter” means any fee letter entered into from time to time, among Borrower, Administrative Agent, any Arranger, and/or any Bank.
Financial Letter of Credit” means any letter of credit issued by an issuer for the account of Borrower or a Subsidiary that represents an irrevocable obligation on the part of the issuer:
(a)to repay money borrowed by or advanced to Borrower or a Subsidiary; or
(b)to make payment on account of any indebtedness undertaken by Borrower or a Subsidiary,
in each case with respect to the foregoing clauses (a) and (b), in the event that Borrower or Subsidiary fails to fulfill its financial obligations to the beneficiary.
Financial Subsidiary” means (a) any Subsidiary of Borrower that is organized and operates solely to issue (i) collateralized mortgage obligations or (ii) other similar asset-backed obligations, (b) any other Subsidiary of Borrower that (i) is engaged primarily in the business of origination, marketing, and servicing of residential mortgage loans, the sale of servicing rights, or the financing of long term residential mortgage loans, (ii) holds not less than ninety-five percent (95%) of its total assets in the form of Cash, Cash Equivalents, notes and mortgages receivable, Cash or Cash Equivalents held by a trustee for the benefit of such Subsidiary or other financial instruments, and (iii) is the subject of an Officer’s Certificate of Borrower delivered to Administrative Agent stating that such Subsidiary is a Financial Subsidiary within the meaning hereof, and (c) any other Subsidiary of Borrower that (i) is or has been engaged primarily in the business of providing insurance (including, without limitation, any captive insurance Subsidiary of Borrower), escrow or title services, or any similar or related financial services, and (ii) is the subject of an Officer’s Certificate of Borrower delivered to Administrative Agent stating that such Subsidiary is a Financial Subsidiary within the meaning hereof; provided that, in no event shall Home Community Mortgage, LLC (or any successor thereto) be a Financial Subsidiary. As of the Closing Date, the Financial Subsidiaries are Endeavour Venture Partners LLC, Escoba Insurance Company, KB HOME Insurance Agency Inc., KB HOME Insurance Agency of Texas Holdings, Inc., KB HOME Mortgage Company, KB HOME Mortgage Ventures LLC, KB HOME Title Services Inc., San Antonio Title Co., and Intrepid Venture Partners LLC.
Fiscal Quarter” means each of the fiscal quarters of Borrower ending on each February 28 (or 29, if a leap year), May 31, August 31 and November 30.
Fiscal Year” means each of the fiscal years of Borrower ending on each November 30.
        15


Fitch” means Fitch Ratings, or any successor thereto.
Foreign Bank” means (a) if Borrower is a U.S. Person, a Bank that is not a U.S. Person, and (b) if Borrower is not a U.S. Person, a Bank that is resident or organized under the laws of a jurisdiction other than that in which Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
Foreign Subsidiary” means, with respect to any Person, a Subsidiary of that Person which is not a Domestic Subsidiary and which is a controlled foreign corporation as defined in Section 957 of the Code.
Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.
GAAP Subsidiaries” means, with respect to Borrower, all entities whose financial statements are consolidated with the consolidated financial statements of Borrower under Generally Accepted Accounting Principles.
GAAP Value” means, with respect to any property or asset, the book value for such property or asset determined in accordance with Generally Accepted Accounting Principles consistently applied.
Generally Accepted Accounting Principles” (or “GAAP”) means generally accepted accounting principles in the United States as in effect from time to time, unless otherwise specified herein; provided, that any change in GAAP after the Closing Date shall not cause any lease that was not or would not have been a Capital Lease prior to such change to be deemed a Capital Lease. The term “consistently applied,” as used in connection therewith, means that the accounting principles applied to financial statements of a Person as of any date or for any period are consistent in all material respects (subject to Section 1.2) to those applied to financial statements of that Person as of recent prior dates and for recent prior periods.
Government Securities” means (a) readily marketable direct full faith and credit obligations of the United States of America or obligations unconditionally guaranteed by the full faith and credit of the United States of America and (b) obligations of an agency or instrumentality of, or corporation owned, controlled or sponsored by, the United States of America that are generally considered in the securities industry to be implicit obligations of the United States of America.
Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising applicable executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
Guarantor Subsidiary” means (a) any direct or indirect wholly owned Domestic Subsidiary of Borrower which is a Consolidated Subsidiary and a Significant Subsidiary, other than any Financial Subsidiary and (b) any other Domestic Subsidiary of Borrower, other than any Financial Subsidiary, that is designated in writing by Borrower as required hereby or at its option as a Guarantor Subsidiary; provided that the assets of all direct or indirect wholly owned Domestic Subsidiaries of Borrower that are not Guarantor Subsidiaries shall not in the aggregate exceed 10% of the Consolidated Net Tangible Assets of Borrower and its Consolidated Subsidiaries (excluding the assets of Financial Subsidiaries), in each case measured as of the end of the previous Fiscal Year.
        16


Hazardous Materials” means substances defined as “hazardous substances” pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq., or as “hazardous”, “toxic” or “pollutant” substances or as “solid waste” pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., or as “friable asbestos” pursuant to the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq. or any other applicable Hazardous Materials Law, in each case as such Laws are amended from time to time.
Hazardous Materials Laws” means all Laws governing the treatment, transportation or disposal of Hazardous Materials applicable to any real Property of Borrower or its Subsidiaries.
Homes Under Construction” means, collectively, as of any date of determination, Sold Homes, Speculative Units and Model Homes that are unencumbered by any Lien or Liens (other than Permitted Encumbrances).
Increasing Bank” has the meaning set forth in Section 2.13(a).
Indebtedness” means, with respect to any Person, without duplication, (a) all indebtedness of such Person for borrowed money, (b) that portion of the obligations of such Person under Capital Leases that should properly be recorded as a liability on a balance sheet of that Person prepared in accordance with Generally Accepted Accounting Principles as in effect on the date of this Agreement, (c) any obligation of such Person that is evidenced by a promissory note or other instrument representing an extension of credit to such Person, whether or not for borrowed money, (d) any obligation of such Person for the deferred purchase price of Property or services (other than trade or other accounts payable incurred in the ordinary course of business and obligations under Profit and Participation Agreements), (e) any obligation of the types referred to in clauses (a) through (d) above that is secured by a Lien (other than Permitted Encumbrances) on assets of such Person, whether or not that Person has assumed such obligation or whether or not such obligation is non-recourse to the credit of such Person, but only to the extent of the fair market value of the assets so subject to the Lien if such obligation is non-recourse, (f) obligations of such Person arising under acceptance facilities or under facilities for the discount of accounts receivable of such Person, (g) any obligation of such Person under Financial Letters of Credit issued for the account of such Person to the extent not Cash Collateralized, and (h) net obligations of such Person under any Swap Contract. Notwithstanding the foregoing, none of the items described in the foregoing clauses (a) – (h) between or among Borrower and/or any of its Consolidated Subsidiaries shall constitute Indebtedness for purposes of Sections 7.8, Section 7.9 or the definitions used therein.
Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.
Indemnitees” has the meaning set forth in Section 12.8.
Indenture” means (a) the Existing Indenture, and (b) any other trust indenture entered into by the Borrower, the guarantors party thereto from time to time, if any, and the indenture trustee.
Information” has the meaning set forth in Section 12.9.
Intangible Assets” means assets that are considered intangible assets under Generally Accepted Accounting Principles consistently applied, including (a) customer lists, goodwill, computer software, unamortized deferred charges, unamortized debt discount, capitalized research and development costs and other intangible assets and (b) any write-up in book value of any asset subsequent to its acquisition.
        17


Interest Payment Date” means, (a) with respect to any Base Rate Loan or Daily SOFR Rate Loan, the first Business Day of each calendar month and the Maturity Date; and (b) with respect to any Term SOFR Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Term SOFR Rate Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates.
Interest Period” means as to each Term SOFR Rate Loan, the period commencing on the date such Term SOFR Rate Loan is disbursed or converted to or continued as a Term SOFR Rate Loan and ending on the date one (1), three (3) or six (6) months thereafter, as selected by Borrower in its Loan Notice (in the case of each requested Interest Period, subject to availability); provided that:
(a)any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Term SOFR Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(b)any Interest Period pertaining to a Term SOFR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(c)no Interest Period shall extend beyond the Maturity Date.
Investment” means, with respect to any Person, any investment by that Person, whether by means of purchase or other acquisition of capital stock or other Securities of any other Person or by means of loan, advance, capital contribution, or other debt or equity participation or interest in any other Person, including any partnership or joint venture interest in any other Person; provided that an Investment of a Person shall not include any trade or account receivable arising in the ordinary course of the business of such Person, whether or not evidenced by a note or other writing. The amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the market value of such Investment.
Investment Grade Credit Rating” means, as of any date of determination, that at least two (2) Rating Agencies have, as of that date, issued credit ratings for Borrower’s non-credit-enhanced long-term senior unsecured debt of (a) at least BBB- in the case of S&P, (b) at least Baa3 in the case of Moody’s, and (c) at least BBB- in the case of Fitch.
IRS” means the United States Internal Revenue Service.
ISP98” has the meaning set forth in Section 2.3(h).
Issuing Bank” means any Bank in its capacity as an issuer of Letters of Credit hereunder up to its Issuing Bank’s L/C Limit. As of the Closing Date, the Issuing Banks are set forth on Schedule 1.1.
Issuing Bank’s L/C Limit” means, with respect to any Bank which is also an Issduing Bank at any time, an amount equal to the product of such Bank’s Pro Rata Share of the Aggregate Commitments multiplied by the L/C Limit. As of the Closing Date, each Issuing Bank’s L/C Limit is set forth on Schedule 1.1.

        18


Joint Venture” means any Person, other than a Subsidiary, (a) in which Borrower or any Subsidiary of Borrower holds an equity Investment which entitles Borrower or such Subsidiary to more than ten percent (10%) of (i) the ordinary voting power for the election of the board of directors or other governing body of such Person or (ii) the partnership, membership or other ownership interest in such Person, and (b) which has at least one holder of its equity interests that is not an Affiliate of Borrower or any Subsidiary of Borrower. Notwithstanding the foregoing, for the purposes of Section 7.12, the term “Joint Venture” will not include any equity Investment in any Person if the dollar amount of that investment is less than $2,500,000, computed in accordance with Generally Accepted Accounting Principles consistently applied, but only to the extent that the aggregate dollar amount of such equity Investments is less than $25,000,000.
L/C Advance” means, with respect to each Bank, such Bank’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.
L/C Borrowing” means an extension of credit resulting from a drawing under a Letter of Credit which has not been reimbursed on the date required or refinanced as a Loan.
L/C Limit” means $250,000,000.
Land Held for Future Development” means, as of any date of determination, Land Parcels where development activity has been suspended or has not yet begun, but is expected to occur in the future.
Land Held for Sale” means, as of any date of determination, Land Parcels that are designated by Borrower as to be sold to any Person that is not an Affiliate of Borrower.
Land Parcels” means parcels of land located in the United States wholly-owned by Borrower or any Borrowing Base Subsidiary that are unencumbered by any Lien or Liens (other than Permitted Encumbrances).
Land Under Development” means, as of any date of determination, Lots Under Development and Developed Lots excluding lots included in the Homes Under Construction and Land Held for Future Development categories.
Laws” means, collectively, all foreign, federal, state and local statutes, treaties, codes, ordinances, rules, regulations and controlling precedents of any Governmental Authority.
Lending Office” means, as to any Bank, the office or offices of such Bank described as such in such Bank’s Administrative Questionnaire, or such other office or offices as a Bank may from time to time notify Borrower and Administrative Agent.
Letter of Credit” means any of the standby letters of credit issued by an Issuing Bank pursuant to Section 2.3, either as originally issued or as the same may be supplemented, modified, amended, renewed, extended or supplanted. A Letter of Credit shall be a Financial Letter of Credit or a Performance Letter of Credit.
Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form, from time to time, that is in use by an Issuing Bank.
Letter of Credit Collateralize” has the meaning set forth in Section 2.3(g).

        19


Letter of Credit Usage” means, as of any date of determination, the aggregate undrawn face amount of outstanding Letters of Credit plus the aggregate amount of all Unreimbursed Amounts, including all L/C Borrowings.
Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, lien or charge of any kind, whether voluntarily incurred or arising by operation of Law or otherwise, affecting any Property, including any conditional sale or other title retention agreement, any lease in the nature of a security interest, or the authorized filing of any financing statement (other than a precautionary financing statement with respect to a lease that is not in the nature of a security interest) under the Uniform Commercial Code or comparable Law of any jurisdiction with respect to any Property.
Liquidity” means at any time, the result of (a) all Unrestricted Cash held by Borrower and the Borrowing Base Subsidiaries as of the date of determination, excluding the amount, if any, included in the calculation of the Unrestricted Cash element of the Borrowing Base as of such date of determination, plus (b) the available amount of aggregate undrawn Commitments as of such date.
Loan Documents” means, collectively, this Agreement, the Notes, the Letters of Credit, Letter of Credit Applications, the Subsidiary Guaranty, any Loan Notice, any Request for Letter of Credit, any Compliance Certificate, any Borrowing Base Certificate and any other instruments, documents or agreements of any type or nature hereafter executed and delivered by Borrower or any of its Subsidiaries or Affiliates to Administrative Agent or any other Bank pursuant to this Agreement, in each case either as originally executed or as the same may from time to time be supplemented, modified, amended, restated, extended or supplanted.
Loan Notice” means a notice of (a) a request for a Loan, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Term SOFR Rate Loans, in each case, pursuant to Section 2.2, which shall be substantially in the form of Exhibit D or such other form as may be approved by Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by Administrative Agent), appropriately completed and signed by a Responsible Official of Borrower.
Loan Parties” means, collectively, Borrower and each Guarantor Subsidiary.
Loans” means the aggregate of the Advances made at any one time by the Banks pursuant to ARTICLE II.
Lots Under Development” means, as of any date of determination, Land Parcels that are being developed into Developed Lots.
LTV Maintenance Agreement” means a guaranty or other agreement entered into by Borrower or any of its Consolidated Subsidiaries, for the benefit of the holder of any secured Indebtedness of a Person that is not Borrower or any of its Consolidated Subsidiaries, to maintain a specified loan-to-value ratio with respect to real Property that secures such Indebtedness.
LTV Maintenance Exposure” means, with respect to any LTV Maintenance Agreement, the amount equal to (a) the amount of the Indebtedness with respect to which the LTV Maintenance Agreement is delivered exceeds (b) the product of (i) the book value of the real Property securing such Indebtedness (or such lesser value as is provided in or determined under the agreements governing such Indebtedness) and (ii) a percentage equal to the loan-to-value ratio (stated as a fraction) that Borrower or any of its Consolidated Subsidiaries agrees to maintain under the applicable LTV Maintenance Agreement; provided that if Borrower or one of its Consolidated Subsidiaries is liable severally but not jointly and severally with one or more other obligors under the LTV Maintenance Agreement, the amount of the Contingent Guaranty
        20


Obligation in respect of such LTV Maintenance Agreement for Borrower or such Consolidated Subsidiary shall be the product of (x) the amount determined as set forth above and (y) the maximum percentage of the aggregate liability under such LTV Maintenance Agreement with respect to which Borrower or such Consolidated Subsidiary is severally liable; provided further, that if the LTV Maintenance Exposure with respect to a LTV Maintenance Agreement is less than zero, the LTV Maintenance Exposure for that LTV Maintenance Agreement shall be deemed to be zero.
Material Adverse Effect” means any one or more events, developments or circumstances which, individually or when aggregated with any other circumstances or events, has had or would reasonably be expected to have a material adverse effect on (i) the business, property, financial condition or results of operations of Borrower and its Subsidiaries taken as a whole, (ii) the ability of Borrower to perform its payment or other material obligations under the Loan Documents or (iii) the validity or enforceability of any of the Loan Documents or the rights or remedies of Administrative Agent and the Banks thereunder.
Material Amount of Assets” means, as of any date of determination, more than 10% of the consolidated total assets of Borrower and its Subsidiaries as of such date (other than assets of, or Investments in, Financial Subsidiaries or Borrower’s Consolidated ASC 810 Subsidiaries).
Maturity Date” means November 12, 2030.
Model Homes” means housing Units which have been completed, furnished and landscaped and are used in the marketing efforts with respect to a residential home community.
Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.
Multiemployer Plan” means any “employee benefit plan” (as defined in Section 3(3) of ERISA) of a type described in Section 4001(a)(3) of ERISA, to which Borrower or any ERISA Affiliate makes or is obligated to make contributions.
Net Realizable Value Adjustment” means the adjustment required pursuant to Generally Accepted Accounting Principles consistently applied (including ASC 360 issued by the Financial Accounting Standards Board) to reflect a decrease in the book value of assets below their historical costs.
Non-Consenting Bank” has the meaning set forth in Section 12.2.
Non-Defaulting Bank” means, at any time, a Bank that is not a Defaulting Bank or a Potential Defaulting Bank.
Non-Recourse Indebtedness” means Indebtedness incurred in connection with the purchase or improvement of Property (and any amendment, extension or refinancing of such Indebtedness) (a) that is secured solely by the Property purchased or improved, personal property related thereto, the equity interests in the borrower (but not Borrower hereunder) of such Indebtedness (if such Property constitutes all or substantially all of the assets of such borrower) and/or its subsidiaries and/or proceeds of any of the foregoing and (b) the sole legal recourse for collection of principal and interest on such Indebtedness is against such collateral and/or such borrower and/or its subsidiaries; provided that any direct or indirect obligations or liabilities of any Person for indemnities, covenants (including, without limitation, performance, completion or similar guarantees or covenants) or for breach of any warranty, representation or covenant, in each case including indemnities for and liabilities arising from fraud, misrepresentation, misapplication or non-payment of rents, profits, deposits, insurance and condemnation proceeds and other sums actually received by the applicable borrower from secured assets, environmental claims, waste, mechanics’ liens, failure to pay taxes or insurance, breach of separateness covenants, bankruptcy and
        21


insolvency events or any other circumstances customarily excluded from exculpation provisions and/or included in separate indemnification or guaranty agreements in non-recourse financings of real estate will in each case not cause any Indebtedness described in (a) and (b) above, whether in whole or in any part, to be classified as other than “Non-Recourse Indebtedness”.
Note” means each promissory note made by Borrower to a Bank evidencing the Advances under that Bank’s Pro Rata Share of the Aggregate Commitments, substantially in the form of Exhibit E, either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.
Obligations” means all present and future obligations of every kind or nature of Borrower or any Loan Party at any time and from time to time owed to Administrative Agent or the Banks or any one or more of them under any one or more of the Loan Documents, whether due or to become due, matured or unmatured, liquidated or unliquidated, or contingent or noncontingent, including obligations of performance as well as obligations of payment, and including interest that accrues to the extent permitted by applicable Law after the commencement of any proceeding under any Debtor Relief Law by or against Borrower.
OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.
Officer’s Certificate” means, when used with reference to any Person, a certificate signed by a Senior Officer of such Person.
Opinions of Counsel” means the favorable written legal opinions of counsel to Borrower and the Guarantor Subsidiaries, in form and substance reasonably acceptable to Administrative Agent, together with copies of all factual certificates and legal opinions upon which such counsel has relied.
Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except, in each case, any such taxes that are Connection Taxes imposed with respect to an assignment, other than an assignment made pursuant to Section 12.23.
Outbound Investment Rules” means the regulations administered and enforced, together with any related public guidance issued, by the United States Treasury Department under U.S. Executive Order 14105 of August 9, 2023, or any similar law or regulation; as of the Closing Date, and as codified at 31 C.F.R. § 850.101 et seq.
Outstanding Amount” means:
(a)with respect to Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Loans, as the case may be, occurring on such date; and
(b)with respect to any Letter of Credit Usage on any date, the amount of such Letter of Credit Usage on such date, after giving effect to the issuance, extension, expiry, renewal or increase of any Letter of Credits occurring on such date and any other changes in the aggregate amount of the Letter of Credit Usage as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.
        22


Parent Company” means, with respect to a Bank, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Bank, or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Bank.
Participant” has the meaning set forth in Section 12.7.
Party” means any Person other than the Banks or Administrative Agent which now or hereafter is a party to any of the Loan Documents.
PATRIOT Act” has the meaning set forth in Section 12.22.
PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto established under ERISA.
Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, which is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code, and which is sponsored or maintained by Borrower or any ERISA Affiliate or to which Borrower or any ERISA Affiliate contributes or has an obligation to contribute.
Performance Letter of Credit” means any letter of credit issued by an issuer for the account of Borrower or a Subsidiary that is not a Financial Letter of Credit.
Permitted Encumbrances” means:
(a)inchoate Liens incident to construction or maintenance of real property; or Liens incident to construction or maintenance of real property now or hereafter filed of record for which adequate reserves have been set aside if required by, and in accordance with, Generally Accepted Accounting Principles and which are being contested in good faith by appropriate proceedings and have not proceeded to judgment, provided that, by reason of nonpayment of the obligations secured by such Liens, no material property is subject to a material risk of loss or forfeiture;
(b)Liens for taxes and assessments on real property which are not yet past due; or Liens for taxes and assessments on real property for which adequate reserves have been set aside if required by, and in accordance with, Generally Accepted Accounting Principles and are being contested in good faith by appropriate proceedings and have not proceeded to judgment, provided that, by reason of nonpayment of the obligations secured by such Liens, no material property is subject to a material risk of loss or forfeiture;
(c)minor defects and irregularities in title to any real property which in the aggregate do not materially impair the fair market value or use of the real property for the purposes for which it is or may reasonably be expected to be held;
(d)easements, exceptions, reservations, or other agreements for the purpose of pipelines, conduits, cables, wire communication lines, power lines and substations, streets, trails, walkways, drainage, irrigation, water, utilities, and sewerage purposes, dikes, canals, ditches, the removal of oil, gas, coal, or other minerals, and other like purposes affecting real property, facilities, or equipment which in the aggregate do not materially burden or impair the fair market value or use of such property for the purposes for which it is or may reasonably be expected to be held;
        23


(e)easements, exceptions, reservations, or other agreements for the purpose of facilitating the joint or common use of property affecting real property which in the aggregate do not materially burden or impair the fair market value or use of such property for the purposes for which it is or may reasonably be expected to be held;
(f)rights reserved to or vested in any Governmental Authority to control or regulate the use of any real property;
(g)any obligations or duties affecting any real property to any Governmental Authority with respect to any right, power, franchise, grant, license, or permit;
(h)present or future zoning laws and ordinances or other laws and ordinances restricting the occupancy, use, or enjoyment of real property;
(i)statutory Liens, including warehouseman’s liens, other than those described in clauses (a) or (b) above and any Lien imposed pursuant to the Code or ERISA with respect to any Pension Plan, arising in the ordinary course of business with respect to obligations which are not delinquent or are being contested in good faith, provided that, if delinquent, adequate reserves have been set aside with respect thereto and, by reason of nonpayment, no material property is subject to a material risk of loss or forfeiture;
(j)covenants, conditions, and restrictions affecting the use of real property which in the aggregate do not materially impair the fair market value or use of the real property for the purposes for which it is or may reasonably be expected to be held;
(k)rights of tenants under leases and rental agreements covering real property entered into in the ordinary course of business of the Person owning such real property;
(l)Liens consisting of pledges or deposits to secure obligations under workers’ compensation laws or similar legislation, including Liens of judgments thereunder which are not currently dischargeable;
(m)Liens consisting of pledges or deposits of property to secure performance in connection with leases (other than Capital Leases) made in the ordinary course of business to which Borrower or a Subsidiary is a party as lessee, provided the aggregate value of all such pledges and deposits in connection with any such lease does not at any time exceed 25% of the annual fixed rentals payable under such lease;
(n)Liens consisting of deposits of property to secure statutory obligations of Borrower or a Subsidiary of Borrower in the ordinary course of its business; and
(o)Liens consisting of deposits of property to secure (or in lieu of) surety, appeal or customs bonds in proceedings to which Borrower or a Subsidiary of Borrower is a party in the ordinary course of its business.
Permitted Right of Others” means a Right of Others consisting of (a) an interest (other than a legal or equitable co-ownership interest, an option or right to acquire a legal or equitable co-ownership interest and any interest of a ground lessor under a ground lease), that does not materially impair the value or use of property for the purposes for which it is or may reasonably be expected to be held, (b) an option or right to acquire a Lien that would be a Permitted Encumbrance or (c) the reversionary interest of a landlord under a lease of Property.
        24


Person” means an individual, trustee, corporation, general partnership, limited partnership, limited liability company, joint stock company, trust, estate, unincorporated organization, union, tribe, business association or Governmental Authority, or other entity.
Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established, maintained or contributed to by Borrower or any of its Subsidiaries or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate, or as applicable, with respect to which Borrower or any of its Subsidiaries or any ERISA Affiliate may have any liability (whether actual or contingent).
Platform” has the meaning set forth in Section 8.1.
Potential Defaulting Bank” means, at any time, any Bank (i) with respect to which an event of the kind referred to in the definition of “Bank Insolvency Event” has occurred and is continuing in respect of any financial institution affiliate of such Bank, (ii) that has notified, or whose Parent Company or a financial institution affiliate thereof has notified, Administrative Agent, Borrower or any Issuing Bank in writing, or has stated publicly, that it does not intend to comply with its funding obligations under any other loan agreement or credit agreement or other similar agreement, or (iii) that has, or whose Parent Company has, a non-investment grade rating from Moody’s or S&P or another nationally recognized rating agency. Any determination by Administrative Agent that a Bank is a Potential Defaulting Bank under any of clauses (i) through (iii) above will be conclusive and binding absent manifest error, and such Bank will be deemed a Potential Defaulting Bank upon notification of such determination by Administrative Agent to Borrower, the Issuing Banks and the Banks.
Pro Rata Share” of a Bank, as it pertains to the Aggregate Commitments, means the applicable percentage set forth opposite the name of that Bank on Schedule 1.1 to this Agreement, as such Schedule 1.1 may change from time to time in accordance with the terms of this Agreement or in accordance with any effective Assignment and Assumption.
Profit and Participation Agreement” means an agreement with respect to which the purchaser of any Property agrees to pay the seller of such Property a profit participation, price participation, or premium participation in such Property.
Projections” means the financial projections of Borrower delivered to Administrative Agent on September 30, 2025.
Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.
PTE” shall mean a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
Public Lender” has the meaning set forth in Section 8.1.
Qualified Issuer” means a commercial bank, savings bank, savings and loan association or similar financial institution which, (a) has total assets of $5,000,000,000 or more, (b) is “well capitalized” within the meaning of such term under the Federal Depository Institutions Control Act, (c) is engaged in the business of lending money and extending credit under credit facilities substantially similar to those extended under this Agreement and (d) is operationally and procedurally able to meet the obligations of a Bank hereunder to the same degree as a commercial bank.
        25



Quarterly Payment Date” means each March 31, June 30, September 30 and December 31 occurring after the Closing Date.
Rating Agencies” means S&P, Moody’s and Fitch.
Recipient” means (a) Administrative Agent, (b) any Bank and (c) any Issuing Bank, as applicable.
Register” has the meaning set forth in Section 12.7.
Regulation D” means Regulation D, as at any time amended, of the Board of Governors of the Federal Reserve System or any other regulation in substance substituted therefor.
Regulation U” means Regulation U, as at any time amended, of the Board of Governors of the Federal Reserve System or any other regulation in substance substituted therefor.
Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.
Removal Closing Date” has the meaning set forth in Section 11.6(b).
Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.
Request for Letter of Credit” means a written request for the issuance of a Letter of Credit signed by a Responsible Official of Borrower, in a form reasonably designated from time to time by Administrative Agent.
Required Banks” means, as of any date of determination, Banks having an aggregate Pro Rata Share of more than 50% of the Aggregate Commitments or, if the commitment of each Bank to make Advances and the obligation of the Issuing Banks to issue Letters of Credit have been terminated or suspended, Banks holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Bank’s risk participation and funded participation in Letter of Credit Usage being deemed “held” by such Bank for purposes of this definition); provided that the Pro Rata Share of the Aggregate Commitments of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Bank shall be excluded for purposes of making a determination of Required Banks.
Requirement of Law” means, as to any Person, any Law or any judgment, award, decree, writ or determination of, or any consent or similar agreement with, a Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.
Resignation Effective Date” has the meaning set forth in Section 11.6(a).
Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
Responsible Official” means (a) when used with reference to a Person other than an individual, any corporate officer of such Person, general partner of such Person, corporate officer of a corporate general partner of such Person, or corporate officer of a corporate general partner of a partnership that is a general partner of such Person, or any other responsible official thereof duly acting on behalf thereof, and, solely for purposes of notices given pursuant to Article II, any other officer or employee of Borrower so designated
        26


by any of the foregoing officers in a notice to Administrative Agent or any other officer or employee of Borrower designated in or pursuant to an agreement between Borrower and Administrative Agent, and (b) when used with reference to a Person who is an individual, such Person. Any document or certificate hereunder that is signed or executed by a Responsible Official of a Person shall be conclusively presumed to have been authorized by all necessary corporate, partnership or other action on the part of that Person.
Right of Others” means, with respect to any Property in which a Person has an interest, (a) any legal or equitable claim or other interest (other than a Lien) in or with respect to that Property held by any other Person, and (b) any option or right held by any other Person to acquire any such claim or other interest (including a Lien).
S&P” means Standard & Poor’s, a division of S&P Global Inc., and any successor thereto.
Sanction(s)” means any sanction administered or enforced by the United States Government (including OFAC), the United Nations Security Council, the European Union, His Majesty’s Treasury (“HMT”) or other relevant sanctions authority.
Scheduled Unavailability Date” has the meaning set forth in Section 4.3.
Securities” means any capital stock, share, voting trust certificate, bonds, debentures, notes or other evidences of indebtedness, limited partnership interests, or any warrant, option or other right to purchase or acquire any of the foregoing.
Senior Officer” means the (a) chief executive officer, (b) chief operating officer, (c) chief financial officer, (d) chief accounting officer, or (e) treasurer, in each case whatever the title nomenclature may be, of the Person designated.
Shareholders’ Equity” means, as of any date of determination, shareholders’ equity as of that date determined in accordance with Generally Accepted Accounting Principles consistently applied; provided that there shall be excluded from Shareholders’ Equity any amount attributable to capital stock that is, directly or indirectly, required to be redeemed or repurchased by the issuer thereof prior to the date which is one year after the Maturity Date or upon the occurrence of specified events or at the election of the holder thereof.
Significant Subsidiary” means, as of the Closing Date and as of any other date of determination, any Subsidiary of Borrower (other than a Joint Venture) which is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under the Exchange Act using 5% rather than 10% in all cases and excluding the effect of Financial Subsidiaries; provided that no Financial Subsidiary shall be a Significant Subsidiary.
SOFR” means the Secured Overnight Financing Rate as administered by the SOFR Administrator.
SOFR Adjustment” means 0.10% (10 basis points).
SOFR Administrator” means the Federal Reserve Bank of New York, as the administrator of SOFR, or any successor administrator of SOFR designated by the Federal Reserve Bank of New York or other person acting as the SOFR Administrator at such time that is satisfactory to Administrative Agent.
Sold Homes” means Developed Lots having fully or partially constructed Units thereon (including, at a minimum, a completed foundation for any such Unit) that are subject to bona fide contracts for the sale of such Units to a third party.

        27


Solvent” means, as to any Person, that such Person (a) owns Property whose fair saleable value is greater than the amount required to pay all of such Person’s indebtedness and other obligations (including contingent debts), (b) is able to pay all of its indebtedness and other obligations as such indebtedness and other obligations mature and (c) has capital sufficient to carry on its business and transactions and all business and transactions in which it is about to engage.
Speculative Units” means Developed Lots having fully or partially constructed Units thereon (including, at a minimum, a completed foundation for any such Unit) that are not subject to bona fide contracts for the sale of such Units to a third party, excluding Developed Lots containing Units used as Model Homes.
Subordinated Obligations” means, collectively, all obligations of Borrower or any of its Consolidated Subsidiaries that (a) do not provide for any scheduled redemption on or before 30 days after the Maturity Date, (b) are expressly subordinated to the Obligations under the Loan Documents by a written instrument containing subordination and related provisions (including interest payment blockage, standstill and related provisions) reasonably acceptable to Administrative Agent or the Required Banks, (c) are subject to financial covenants which are reasonably acceptable to Administrative Agent or the Required Banks and (d) are subject to other covenants (other than the covenant to pay interest) and events of default which are reasonably acceptable to Administrative Agent or the Required Banks.
Subsequent Bank” has the meaning set forth in Section 2.13(a).
Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, or other business entity whether now existing or hereafter organized or acquired: (a) in the case of a corporation or limited liability company, of which securities having a majority of the ordinary voting power for the election of the board of directors (other than securities having such power only by reason of the happening of a contingency) are at the time owned by such Person or one or more Subsidiaries of such Person; or (b) in the case of a partnership or other business entity, in which such Person or a Subsidiary of such Person is a general partner.
Subsidiary Guaranty” means the guaranty of the Indebtedness of Borrower under this Agreement executed by each Guarantor Subsidiary of Borrower substantially in the form of Exhibit F, either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.
Successor Rate” has the meaning set forth in Section 4.3.
Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
        28


Syndication Agents” means Wells Fargo Bank, National Association, BMO Bank N.A., Citizens Bank, N.A., Fifth Third Bank, National Association, JPMorgan Chase Bank, N.A., and U.S. Bank National Association, in their respective capacities as syndication agents.
Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
Term Loan Agreement” means that certain Amended and Restated Term Loan Agreement dated as of the Closing Date by and among Borrower, Wells Fargo Bank, National Association, as administrative agent, certain of the Banks party thereto, as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.
Term SOFR” means:
(a)for any Interest Period with respect to a Term SOFR Rate Loan, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. Eastern time on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment; and
(b)for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government Securities Business Days prior to such date with a term of one (1) month commencing that day; provided that if the rate is not published prior to 11:00 a.m. Eastern time on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment;
provided that if Term SOFR determined in accordance with either of the foregoing clauses (a) or (b) of this definition would be less than zero percent (0.0%), Term SOFR shall be deemed to be zero percent (0.0%).
Term SOFR Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.
Term SOFR Replacement Date” has the meaning set forth in Section 4.3.
Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by Administrative Agent from time to time).
to the best knowledge of” means, when modifying a representation, warranty or other statement of any Person, that such representation, warranty or statement is a representation, warranty or statement that (a) the Person making it has no actual knowledge of the inaccuracy of the matters therein stated and (b) assuming the exercise by the Person making it of reasonable due diligence under the circumstances (in accordance with the standard of what a reasonable Person would have done under similar circumstances), the Person making it would have no actual knowledge of the inaccuracy of the matters therein stated. Where the Person making the representation, warranty or statement is not a natural Person, the aforesaid actual or constructive knowledge shall be that of any Senior Officer of that Person.
        29


Total Outstandings” means, as of any date of determination, the aggregate Outstanding Amount of all Loans and all Letter of Credit Usage.
Type” means, with respect to a Loan, its character as a Base Rate Loan, a Daily SOFR Rate Loan or a Term SOFR Rate Loan.
U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.
UCP” means the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time).
UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
Unit” means a residential housing unit available for sale, or subject to a contract for the sale of such Unit, located in the United States of America.
Unreimbursed Amount” has the meaning set forth in Section 2.3(c)(i).
Unrestricted Cash” means, as of any date of determination, the Cash and Cash Equivalents of Borrower and its Borrowing Base Subsidiaries to the extent that such Cash and Cash Equivalents are free and clear of all Liens and Rights of Others and are not subject to any restriction pursuant to any Contractual Obligations.
Voting Stock” means, with respect to any Person, the capital stock of such Person having general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).
Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
        30


1.2Accounting Terms. All accounting terms not specifically defined in this Agreement shall be construed in conformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, Generally Accepted Accounting Principles consistently applied, except as otherwise specifically prescribed herein. In the event that Generally Accepted Accounting Principles change during the term of this Agreement such that the financial covenants contained in Sections 7.7, 7.8, 7.9, 7.12 or 7.13 would then be calculated in a different manner or with different components or would render the same not meaningful criteria for evaluating Borrower’s financial condition, (a) Borrower and the Banks agree to amend this Agreement in such respects as are necessary to conform those covenants as criteria for evaluating Borrower’s financial condition to substantially the same criteria as were effective prior to such change in Generally Accepted Accounting Principles and (b) until so amended, (i) such financial covenants shall continue to be computed in accordance with Generally Accepted Accounting Principles prior to such change therein and (ii) Borrower shall provide to Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such financial covenants made before and after giving effect to such change in Generally Accepted Accounting Principles.
1.3Rounding. Any financial ratios required to be maintained by Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed in this Agreement and rounding the result up or down to the nearest number (with a round-up if there is no nearest number) to the number of places by which such ratio is expressed in this Agreement.
1.4Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a)The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.
(b)Any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document).
(c)The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.
(d)Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.
(e)Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.
(f)The term “including” is by way of example and not limitation.
(g)The term “or” is not exclusive.
        31



(h)The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.
(i)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.
(j)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
1.5Exhibits and Schedules. All Exhibits and Schedules to this Agreement, either as originally existing or as the same may from time to time be supplemented, modified, or amended, are incorporated herein by reference. A matter disclosed on any Schedule shall be deemed disclosed on all Schedules.
1.6References to “Borrower and its Subsidiaries. Any reference herein to “Borrower and its Subsidiaries” or the like shall refer solely to Borrower during such times, if any, as Borrower shall have no Subsidiaries.
1.7Time of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern standard time.
1.8Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after taking into account amounts drawn prior to such time that are not subject to reinstatement); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
1.9Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its capital stock at such time.
1.10Rates. Administrative Agent does not warrant, nor accept responsibility, nor shall Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to Borrower. Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to Borrower, any Bank or any other
        32


person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.
ARTICLE II.
LOANS AND LETTERS OF CREDIT
2.1Loans. Subject to the terms and conditions of this Agreement, each Bank severally agrees to make Advances to Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Bank’s Commitment; provided, however, that after giving effect to any Advance, (a) the Total Outstandings shall not exceed the Aggregate Commitments then in effect; and (b) the Outstanding Amount of any Bank shall not exceed such Bank’s Commitment then in effect. Subject to the limitations set forth herein, Borrower may borrow, repay and reborrow under this Section 2.1 without premium or penalty. In no event shall the Banks be obligated to make Loans to Borrower at any time if, after giving effect to such Loans, the provisions of Section 7.13 would be violated. Within the limits of each Bank’s Commitment, and subject to the other terms and conditions hereof, Borrower may borrow under this Section 2.1, prepay under Section 2.4, and reborrow under this Agreement. Loans will be either Term SOFR Rate Loans or Daily SOFR Rate Loans, except as provided herein.
2.2Advances, Conversions and Continuations of Loans.
(a)Each Advance, each conversion of Loans from one Type to the other, and each continuation of Term SOFR Rate Loans shall be made upon Borrower’s irrevocable notice to Administrative Agent, which may be given by (i) telephone or (ii) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to Administrative Agent of a Loan Notice. Each such Loan Notice must be received by Administrative Agent not later than 1:00 p.m. (A) on the date of the request for any Advance of Daily SOFR Rate Loans or Base Rate Loans, or (B) two (2) Business Days prior to the requested date of any Advance of, conversion to or continuation of Term SOFR Rate Loans or conversion of Term SOFR Rate Loans to Daily SOFR Rate Loans or Base Rate Loans. Each Advance of, conversion to or continuation of Term SOFR Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Advance of, conversion to or continuation of Daily SOFR Rate Loans or Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Unless otherwise specified herein, no conversion from Term SOFR Rate Loans may be made other than at the end of the corresponding Interest Period. Each Loan Notice shall specify (i) whether Borrower is requesting an Advance, a conversion of Loans from one Type to another, or a continuation of Term SOFR Rate Loans, (ii) the requested date of the Advance, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, continued or converted, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If Borrower fails to specify Term SOFR in a Loan Notice or if Borrower fails to give a timely notice requesting a conversion or continuation of Term SOFR Rate Loans, then the applicable Loans shall be made as, or converted to, Daily SOFR Rate Loans. Any such automatic conversion to Daily SOFR Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Rate Loans. If Borrower requests a Term SOFR Rate Loan, or a conversion to or continuation of Term SOFR Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.
(b)Following receipt of a Loan Notice, Administrative Agent shall promptly notify each Bank of the amount of its Pro Rata Share of the applicable Loans, and if no timely notice of a
        33


conversion or continuation is provided by Borrower, Administrative Agent shall notify each Bank of the details of any automatic conversion to Daily SOFR Rate Loans described in the preceding subsection. In the case of an Advance, each Bank shall make the amount of its Loan available to Administrative Agent in immediately available funds at Administrative Agent’s Office not later than 3:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 9.2 (and, if such Advance is the initial Advance, Section 9.1), Administrative Agent shall make all funds so received available to Borrower in like funds as received by Administrative Agent either by (i) crediting the account of Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) Administrative Agent by Borrower; provided, however, that if, on the date the Loan Notice with respect to an Advance is given by Borrower, there are L/C Borrowings outstanding, then the proceeds of such Advance, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to Borrower as provided above.
(c)Except as otherwise provided herein, a Term SOFR Rate Loan may be continued or converted only on the last day of an Interest Period for such Term SOFR Rate Loan unless Borrower makes all payments required pursuant to Section 4.5 resulting therefrom.
(d)Administrative Agent shall promptly notify Borrower and Banks of the interest rate applicable to any Interest Period for Term SOFR Rate Loans upon determination of such interest rate.
(e)Without limitation of any other conditions herein, an Advance or continuation of or conversion to Term SOFR Rate Loans shall not be permitted if:
(i)an Event of Default or a Default has occurred and is continuing and has not been waived by Required Banks or all Banks, as applicable;
(ii)the requested Advance or continuation of or conversion to Term SOFR Rate Loans would cause more than ten (10) Interest Periods to be in effect at any one (1) time for Term SOFR Rate Loans, after giving effect to all Term SOFR Rate Loans, all conversions of Loans from one Type to another, and all continuations of Loans as the same Type;
(iii)the requested interest period does not conform to the definition of Interest Period herein; or
(iv)any of the circumstances referred to in Section 4.3 shall apply with respect to the requested Advance or continuation of or conversion to Term SOFR Rate Loans.
(f)Borrower may not request an Advance of, or conversion to, Base Rate Loans unless Daily SOFR Rate Loans and Term SOFR Rate Loans are unavailable, as further provided herein.
(g)Notwithstanding anything to the contrary in this Agreement, any Bank may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by Borrower, Administrative Agent, and such Bank.
(h)With respect to Daily Simple SOFR and Term SOFR, Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any
        34


other Loan Document; provided that, with respect to any such amendment effected, Administrative Agent shall post each such amendment implementing such Conforming Changes to Borrower and Banks reasonably promptly after such amendment becomes effective.
2.3Letters of Credit.
(a)Letter of Credit Commitment. Subject to the terms and conditions of this Agreement (including Section 9.3), Borrower may request from time to time during the period from the Closing Date through the day 5 days prior to the Maturity Date that an Issuing Bank, in reliance upon the agreements of the other Banks set forth in this Section 2.3, issue Letters of Credit for the account of Borrower in an aggregate amount not exceeding the Issuing Bank’s L/C Limit, and such Issuing Bank shall issue for the account of Borrower one or more Letters of Credit and amend Letters of Credit previously issued by it in accordance with Section 2.3(b), provided that (i) Borrower shall not request that the Issuing Bank issue any Letter of Credit if, after giving effect to such issuance, the Total Outstandings exceeds the Aggregate Commitments, (ii) Borrower shall not request that an Issuing Bank issue any Letter of Credit if, after giving effect to such issuance, Borrower would not be in compliance with Section 7.13, and (iii) Borrower shall not request that the Issuing Bank issue any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed the L/C Limit or any limit established by Law after the Closing Date on the Issuing Bank’s ability to issue the requested Letter of Credit at any time. Notwithstanding the foregoing, an Issuing Bank shall not issue any Letter of Credit if, (A) on or prior to the Business Day immediately preceding the issuance thereof any Bank has notified the Issuing Bank or Administrative Agent in writing that the conditions set forth in Section 9.3 have not been satisfied with respect to the issuance of such Letter of Credit, (B) the expiry date of such requested Letter of Credit would occur after the earlier of (x) the date that is 364 days after the Maturity Date and (y) one year from the date of such issuance, unless agreed by the applicable Issuing Bank, or (C) after issuing such Letter of Credit the provisions of Section 7.13 would be violated; provided that (I) Borrower shall Cash Collateralize and/or Letter of Credit Collateralize in accordance with Section 2.3(g) each Letter of Credit with an expiry date on or after the date which is 5 days prior to the Maturity Date to the extent of the Letter of Credit Usage with respect to such Letters of Credit (1) on the date that is 90 days prior to the Maturity Date (or if such date is not a Business Day, on the next succeeding Business Day) or (2) at the time of issuance of any such Letter of Credit that Borrower requests an Issuing Bank to issue in accordance with this Section 2.3(a) if the date of issuance is after the date that is 90 days prior to the Maturity Date, and each Issuing Bank agrees that any participations in such Letters of Credit by the Banks pursuant to this Section 2.3 shall terminate on the Maturity Date, and (II) nothing in the foregoing clause (B)(y) shall prevent any Letter of Credit with a one-year tenor from providing for the renewal thereof for additional one-year periods, subject to the foregoing clause (B)(x). No Issuing Bank shall be obligated to issue any Letter of Credit if, (x) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good faith deems material to it, (y) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to the customers of such Issuing Bank generally, or (z) a default of any Bank’s obligations to fund under Section 2.3(c) exists or any Bank is at such time a Defaulting Bank hereunder, unless such Issuing Bank has entered into satisfactory arrangements with Borrower or such Bank to eliminate the Issuing Bank’s risk with respect to such Bank. Each Bank from time to time party hereto agrees to act as an Issuing Bank hereunder. All Existing Letters of Credit shall be
        35


deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.
(b)Procedures for Issuance and Amendment of Letters of Credit.
(i)Each Letter of Credit shall be issued or amended, as the case may be, upon the request of Borrower delivered to the applicable Issuing Bank (with a copy to Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Official of Borrower. Such Letter of Credit Application must be received by the applicable Issuing Bank and Administrative Agent not later than 1:00 p.m., New York time, at least three (3) Business Days (or such later date and time as the applicable Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Bank (w) the Letter of Credit to be amended; (x) the proposed date of amendment thereof (which shall be a Business Day); (y) the nature of the proposed amendment; and (z) such other matters as the Issuing Bank may require.
(ii)Promptly after receipt of any Letter of Credit Application, the Issuing Bank will provide Administrative Agent with a copy of the same. Upon receipt by the Issuing Bank of confirmation from Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Bank’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Bank’s Pro Rata Share times the amount of such Letter of Credit.
(iii)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank will also (x) deliver to Borrower and Administrative Agent a true and complete copy of such Letter of Credit or amendment and (y) notify Borrower and Administrative Agent of any return, surrender or cancellation of any Letter of Credit.
(c)Drawings and Reimbursements; Funding of Participations.
(i)Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Bank shall promptly notify Borrower and Administrative Agent of such receipt and, within the period stipulated by the terms and conditions of such Letter of Credit, examine the drawing documents. After such examination and provided that such drawing documents are compliant with the terms of
        36


such Letter of Credit, the Issuing Bank shall promptly notify Borrower and Administrative Agent of the date the Issuing Bank proposes to pay such drawing. Borrower shall reimburse the Issuing Bank through Administrative Agent in an amount equal to the amount of any payment by the Issuing Bank under a Letter of Credit, which reimbursement shall be made, (x) if the Issuing Bank notifies Borrower and Administrative Agent of such payment before 2:00 p.m. New York time on the Business Day immediately preceding the date of such payment (the date of such payment being, the “Honor Date”), then on the Honor Date, or (y) if the Issuing Bank notifies Borrower and Administrative Agent after 2:00 p.m. New York time on the Business Day immediately preceding the Honor Date or any Business Day thereafter, then on the Business Day immediately following such notice (with any notice received on or after 2:00 p.m. New York time on any day deemed to be received before 2:00 p.m. New York time on the next Business Day). If Borrower fails to so reimburse the Issuing Bank by such date, Administrative Agent shall promptly notify each Bank of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Bank’s Pro Rata Share thereof. In such event, Borrower shall be deemed to have requested a Base Rate Loan in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2(a) for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 9.2 (other than the delivery of a Loan Notice). Any notice given by the Issuing Bank or Administrative Agent pursuant to this Section 2.3(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(ii)Each Bank (including the Bank acting as Issuing Bank) shall upon any notice pursuant to Section 2.3(c)(i) make funds available to Administrative Agent for the account of the Issuing Bank at Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by Administrative Agent (provided that Administrative Agent gives notice on or prior to 11:00 a.m. on such Business Day), whereupon, subject to the provisions of Section 2.3(c)(iii), each Bank that so makes funds available shall be deemed to have made an Advance to Borrower in such amount. Administrative Agent shall remit the funds so received to the Issuing Bank.
(iii)With respect to any Unreimbursed Amount that is not fully refinanced by a Base Rate Loan because the conditions set forth in Section 9.2 cannot be satisfied or for any other reason, Borrower shall be deemed to have incurred from the Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Bank’s payment to Administrative Agent for the account of the Issuing Bank pursuant to Section 2.3(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Bank in satisfaction of its participation obligation under this Section 2.3.
(iv)Until each Bank funds its Advance or L/C Advance pursuant to this Section 2.3(c) to reimburse the Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Bank’s Pro Rata Share of such amount shall be solely for the account of the Issuing Bank.
(v)Each Bank’s obligation to make Advances or L/C Advances to reimburse the Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this
        37


Section 2.3(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Issuing Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Bank’s obligation to make Advances pursuant to this Section 2.3(c) is subject to the conditions set forth in Section 9.2 (other than delivery by Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of Borrower to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank under any Letter of Credit, together with interest as provided herein.
(vi)If any Bank fails to make available to Administrative Agent for the account of the Issuing Bank any amount required to be paid by such Bank pursuant to the foregoing provisions of this Section 2.3(c) by the time specified in Section 2.3(c)(ii), the Issuing Bank shall be entitled to recover from such Bank (acting through Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Issuing Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Issuing Bank submitted to any Bank (through Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.
(d)Repayment of Participations.
(i)At any time after the Issuing Bank has made a payment under any Letter of Credit and has received from any Bank such Bank’s L/C Advance in respect of such payment in accordance with Section 2.3(c), if Administrative Agent receives for the account of the Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from Borrower or otherwise, including proceeds of cash collateral applied thereto by Administrative Agent), Administrative Agent will distribute to such Bank its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s L/C Advance was outstanding) in the same funds as those received by Administrative Agent.
(ii)If any payment received by Administrative Agent for the account of the Issuing Bank pursuant to Section 2.3(c)(i) is required to be returned under any of the circumstances described in Section 12.20 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Bank shall pay to Administrative Agent for the account of the Issuing Bank its Pro Rata Share thereof on demand of Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Bank, at a rate per annum equal to the Federal Funds Rate from time to time in effect.
(e)Obligations Absolute. The obligation of Borrower to reimburse the Issuing Bank for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances (except as otherwise provided in clauses (ii) through (v) below), including the following:
(i)any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;
        38


(ii)the existence of any claim, counterclaim, set-off, defense or other right that Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Issuing Bank or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction, except for payment with respect to a Letter of Credit when such payment violates the terms of ISP98 or UCP, as applicable;
(iii)any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect (so long as payment under such Letter of Credit would otherwise be permitted under the terms of ISP98 and UCP, as applicable) or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;
(iv)any payment by the Issuing Bank under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit (except if such payment violates the terms of ISP98 or UCP, as applicable); or any payment made by the Issuing Bank under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or
(v)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower (except for payment by an Issuing Bank (or any other applicable “issuer” within the meaning of ISP98) with respect to a Letter of Credit that violates the terms of ISP98 or UCP, as applicable).
(f)Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Borrower’s instructions or other irregularity, Borrower will promptly notify the Issuing Bank. Borrower shall be conclusively deemed to have waived any such claim against the Issuing Bank and its correspondents unless such notice is given as aforesaid.
(g)Role of Issuing Bank. Each Bank and Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Bank, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the Issuing Bank shall be liable to any Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Banks or the Required Banks, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct as determined in a final, non-appealable judgment of a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any Issuing Bank, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any
        39


Issuing Bank, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.3(e); provided, however, that anything in such clauses to the contrary notwithstanding, Borrower may have a claim against an Issuing Bank (and any other applicable “issuer” within the meaning of ISP98), and an Issuing Bank (or such issuer) may be liable to Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by Borrower which Borrower proves were caused by such Issuing Bank’s (or such issuer’s) willful misconduct or gross negligence, in each case as determined in a final, non-appealable judgment of a court of competent jurisdiction, or such Issuing Bank’s (or such issuer’s) failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit or for payment with respect to a Letter of Credit by an Issuing Bank (or such issuer) when such payment violates the terms of ISP98 or UCP, as applicable. In furtherance and not in limitation of the foregoing, an Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
(h)Cash or Letter of Credit Collateral. (i) If and to the extent required by Section 2.3(a) with respect to any Letter of Credit and (ii) otherwise upon the request of Administrative Agent, (A) if an Issuing Bank has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (B) if, as of the date 5 days prior to the Maturity Date or acceleration pursuant to Section 10.2(a)(ii), any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn or (C) if any amount remains available to be drawn under any Letter of Credit by reason of the operation of Section 3.14 of ISP98, Borrower shall immediately Cash Collateralize or Letter of Credit Collateralize the then outstanding amount of the Letter of Credit Usage, excluding any portion of such amount that is already Cash Collateralized by operation of another provision of this Agreement (in an amount equal to 101% of such outstanding amount determined as of the date of such L/C Borrowing or the Maturity Date, as the case may be). For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to Administrative Agent, for the benefit of the Issuing Banks and the Banks, as collateral for the then outstanding amount of the Letter of Credit Usage, cash or deposit account balances pursuant to documentation in form and substance satisfactory to Administrative Agent and the applicable Issuing Banks (which documents are hereby consented to by the Banks). Derivatives of such term have corresponding meanings. Borrower hereby grants to Administrative Agent, for the benefit of the Issuing Banks and the Banks, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash collateral shall be maintained in a blocked, non-interest bearing deposit account at Citi. For purposes hereof, “Letter of Credit Collateralize” means to deliver to Administrative Agent, for the benefit of the Issuing Banks and the Banks, as collateral for the then outstanding amount of the Letter of Credit Usage, one or more irrevocable standby letters of credit (other than a Letter of Credit) in the aggregate amount equal to 101% of the then outstanding amount of the Letter of Credit Usage (less the amount, if any, of the then outstanding amount of the Letter of Credit Usage being Cash Collateralized) issued by one or more financial institutions that each is a Qualified Issuer in form and substance satisfactory to Administrative Agent and the applicable Issuing Banks (which documents are hereby consented to by the Banks). Derivatives of such term have corresponding meanings. Borrower hereby agrees that Administrative Agent may immediately apply cash collateral or draw upon any irrevocable standby letters of credit delivered pursuant to this Section 2.3(g) in order to reimburse the Issuing Banks for any drawings under any Letters of Credit.
(i)Applicability of ISP98 and UCP. The rules of the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) (“ISP98”) or the rules of the UCP shall apply to each Letter of
        40


Credit; provided, that, unless otherwise mutually agreed to between Borrower and the Issuing Bank, Letters of Credit shall be subject to ISP98.
(j)Conflict with Letter of Credit Application. In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.
(k)Letter of Credit Fees.
(i)Borrower shall pay to Administrative Agent for the account of the Banks a letter of credit fee payable to the Banks in accordance with their Pro Rata Shares with respect to each Letter of Credit issued or renewed equal to the sum of (A) the Applicable Rate for Letter of Credit Fees times the daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit) minus (B) any amounts due and payable under clause (ii) below. Such letter of credit fee shall accrue and be computed on a quarterly basis in arrears, and shall be due and payable within ten (10) days after each Quarterly Payment Date (commencing with the first such date to occur after the issuance of such Letter of Credit and including each such date thereafter occurring prior to the Maturity Date) and on the Maturity Date; provided that no letter of credit fees shall accrue with respect to any Defaulting Bank’s Pro Rata Share with respect to each Letter of Credit to the extent not reallocated pursuant to Section 2.14.
(ii)Borrower shall pay directly to the applicable Issuing Bank for its own account a fronting fee with respect to each Letter of Credit issued or renewed by such Issuing Bank equal to 0.15% per annum times the daily maximum amount which is available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit). Such fronting fee shall accrue and be computed on a quarterly basis in arrears, and shall be due and payable within ten (10) days after each Quarterly Payment Date (commencing with the first such date to occur after the issuance of such Letter of Credit and including each such date thereafter occurring prior to the earlier of (x) the expiry date of such Letter of Credit or (y) the Maturity Date) and on the earlier of (x) the expiry date of such Letter of Credit or (y) the Maturity Date.
(iii)Borrower shall pay directly to the applicable Issuing Bank for its own account the customary issuance, presentation, amendment, and other processing fees, and other standard costs and charges, of such Issuing Bank relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.
(l)Designation of Additional Issuing Banks. Borrower may, with the consent of Administrative Agent (and the consent of any Bank requested to be an Issuing Bank), designate any Bank hereunder as an Issuing Bank. Each Issuing Bank shall, no later than the third (3rd) Business Day following the last day of each month, provide to Administrative Agent a report in form and substance reasonably satisfactory to Administrative Agent, showing the date of issuance or amendment of each Letter of Credit, the account party, the original face amount (if any), the expiration date, and the reference number of any Letter of Credit issued or amended during such month. Upon request of any Bank, Administrative Agent shall forward copies of such reports to such Bank.
        41


2.4Prepayments.
(a)Borrower may, upon notice to Administrative Agent pursuant to delivery to Administrative Agent of a notice of Loan prepayment, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) two (2) Business Days prior to any date of prepayment of Term SOFR Rate Loans and (B) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Loans; (ii) any prepayment of Term SOFR Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Daily SOFR Rate Loans or Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Bank of its receipt of each such notice, and of the amount of such Bank’s Pro Rata Share of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loan or Daily SOFR Rate Loan, any additional amounts required pursuant to Section 4.5. Subject to Section 2.14, each such prepayment shall be applied to the Loans of the Banks in accordance with their respective Pro Rata Shares.
(b)If for any reason the Borrowing Base Indebtedness exceeds the Borrowing Base (as set forth in the then most recent Borrowing Base Certificate delivered hereunder by Borrower to Administrative Agent) and Borrower does not hold an Investment Grade Credit Rating at such time, Borrower shall immediately prepay Loans and/or Cash Collateralize the then outstanding amount of the Letter of Credit Usage in an aggregate amount equal to such excess.
(c)If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, Borrower shall immediately prepay Loans and/or Cash Collateralize the then outstanding amount of the Letter of Credit Usage in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the then outstanding amount of the Letter of Credit Usage pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(d)Change in Control.
(i)If a Change in Control shall have occurred, at the option of the Required Banks, Borrower shall repay in Cash the Loans, together with interest thereon and all other amounts due in connection with the Loans and this Agreement, and deliver to the Administrative Agent an amount equal to the Letter of Credit Usage then outstanding, to be held as cash collateral as provided in Section 10.2(c) (the “Change in Control Repayment”), on the date that is no more than twenty (20) Business Days after the occurrence of the Change in Control (the “Change in Control Payment Date”), subject to receipt by Borrower of a Change in Control Payment Notice as set forth in Section 2.4(d)(iii). Subject to receipt of a Change in Control Payment Notice (as hereinafter defined), on the Change in Control Payment Date, the Aggregate Commitments shall automatically terminate.
(ii)Within ten (10) Business Days after the occurrence of a Change in Control, Borrower shall provide written notice of the Change in Control to the Administrative Agent and each Bank. The notice shall state:
        42


(A)the events causing a Change in Control and the date of such Change in Control;
(B)the date by which the Change in Control Payment Notice (as defined in Section 2.4(d)(iii)) must be given; and
(C)the Change in Control Payment Date.
(iii)At the direction of the Required Banks, the Administrative Agent shall, on behalf of the Banks, exercise the rights specified in Section 2.4(d)(i) by delivery of a written notice (a “Change in Control Payment Notice”) to Borrower at any time prior to or on the Change in Control Payment Date, stating that the Loans shall be prepaid and cash collateral shall be provided for the Letter of Credit Usage on the Change in Control Payment Date. Subject to receipt of a Change in Control Payment Notice, on the Change in Control Payment Date, Borrower shall make the Change in Control Repayment to the Administrative Agent for the benefit of the Banks, and the Aggregate Commitments shall terminate.
(iv)If a Change in Control shall have occurred, Borrower may not request an Advance or Letter of Credit and, for the avoidance of doubt, no Bank shall have an obligation to make Advances and no Issuing Bank shall have an obligation to issue Letters of Credit.
2.5Termination or Reduction of Commitments. Borrower may, upon notice to Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (a) any such notice shall be received by Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (b) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (c) Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings of all Banks would exceed the Aggregate Commitments, and (d) if, after giving effect to any reduction of the Aggregate Commitments, the L/C Limit exceeds the amount of the Aggregate Commitments, the L/C Limit shall be automatically reduced by the amount of such excess. Administrative Agent will promptly notify Banks of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Bank according to its Pro Rata Share. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.
2.6Repayment of Loans. Borrower shall repay to Banks on the Maturity Date the aggregate principal amount of all Loans outstanding on such date.
2.7Interest.
(a)Subject to the provisions of clause (b) below, (i) each Daily SOFR Rate Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to Daily Simple SOFR plus the Applicable Rate for Daily SOFR Rate Loans; (ii) each Term SOFR Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to Term SOFR for such Interest Period plus the Applicable Rate for Term SOFR Rate Loans; and (iii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans.
        43


(b)Default Interest.
(i)While any Event of Default under Section 10.1(a) with respect to the failure to pay any installment of principal on any Loan on the date when due exists, such unpaid amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(ii)While any Event of Default under Section 10.1(j) exists, Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(iii)Upon the request of the Required Banks, while any Event of Default exists (other than as set forth in clauses (b)(i) and (b)(ii) above), Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(iv)Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
(c)Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
2.8Fees. In addition to certain fees described in subsection (j) of Section 2.3:
(a)Commitment Fee. Borrower shall pay to Administrative Agent for the account of each Bank in accordance with its Exposure, a commitment fee equal to the Applicable Rate for Commitment Fees times the actual daily amount by which the Aggregate Commitments exceed the sum of (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of Letter of Credit Usage, subject to adjustment as provided in Section 2.14. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ARTICLE IX is not met, and shall be due and payable quarterly in arrears within ten (10) days of the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The unused fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate for Commitment Fees during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate for Commitment Fees separately for each period during such quarter that such Applicable Rate for Commitment Fees was in effect. The Administrative Agent shall calculate the commitment fee and shall notify the Borrower in writing of such amounts on or prior to the Quarterly Payment Date.
(b)Other Fees.
(i)Borrower shall pay to the Arrangers and Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
        44


(ii)Borrower shall pay to the Banks such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
2.9Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.
(a)All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to Term SOFR) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Advance is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.14, bear interest for one day. Each determination by Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b)If, as a result of any restatement of or other adjustment to the financial statements of Borrower or for any other reason, Borrower or Banks determine that (i) the Consolidated Leverage Ratio as calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Borrower shall immediately and retroactively be obligated to pay to Administrative Agent for the account of the applicable Banks or Issuing Bank, as the case may be, promptly on demand by Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code of the United States, automatically and without further action by Administrative Agent, any Bank or Issuing Bank), an amount equal to the excess of the amount of interest and fees that should have been paid for such period based on the terms of this Agreement over the amount of interest and fees actually paid for such period. This clause (b) shall not limit the rights of Administrative Agent, any Bank or Issuing Bank, as the case may be, under Sections 2.3(j) or 2.7(b) or under ARTICLE X. Borrower’s obligations under this clause (b) shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.
2.10Evidence of Debt.
(a)The Advances made by each Bank shall be evidenced by one or more accounts or records maintained by such Bank in the ordinary course of business. Administrative Agent shall maintain the Register in accordance with Section 12.7(c). The accounts or records maintained by each Bank shall be conclusive absent manifest error of the amount of the Advances made by Banks to Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrower hereunder to pay any amount actually owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Bank and the Register, the Register shall control in the absence of manifest error. Upon the request of any Bank made through Administrative Agent, Borrower shall execute and deliver to such Bank (through Administrative Agent) a Note, which shall evidence such Bank’s Loans in addition to such accounts or records. Each Bank may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b)In addition to the accounts and records referred to in clause (a) above, each Bank and Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Bank of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by Administrative Agent and the accounts and
        45


records of any Bank in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error.
2.11Payments Generally; Administrative Agent’s Clawback.
(a)General. All payments to be made by Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Administrative Agent, for the account of the respective Banks to which such payment is owed, at Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. Administrative Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Bank’s Lending Office. All payments received by Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(b)Clawback.
(i)Funding by Banks; Presumption by Administrative Agent. Unless Administrative Agent shall have received notice from a Bank prior to the proposed date of any Advance of Term SOFR Rate Loans (or, in the case of any Advance of Base Rate Loans or Daily SOFR Rate Loans, prior to 2:00 p.m. on the date of such Advance) that such Bank will not make available to Administrative Agent such Bank’s share of such Loan, Administrative Agent may assume that such Bank has made such share available on such date in accordance with Section 2.2 (or, in the case of an Advance of Daily SOFR Rate Loans or Base Rate Loans, that such Bank has made such share available in accordance with and at the time required by Section 2.2) and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Bank has not in fact made its share of the applicable Advance available to Administrative Agent, then the applicable Bank and Borrower severally agree to pay to Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (A) in the case of a payment to be made by such Bank, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by Borrower, the interest rate applicable to Daily SOFR Rate Loans. If Borrower and such Bank shall each pay to Administrative Agent such Bank’s share of such Loan, including interest for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such Bank’s share of such Loan plus such interest paid by Borrower for such period. If such Bank pays its share of the applicable Advance to Administrative Agent, then the amount so paid shall constitute such Bank’s Loan included in such Advance. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Bank that shall have failed to make such payment to Administrative Agent.
(ii)Payments by Borrower; Presumptions by Administrative Agent. Unless Administrative Agent shall have received notice from Borrower prior to the date on
        46


which any payment is due to Administrative Agent for the account of Bank or Issuing Bank hereunder that Borrower will not make such payment, Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to Banks or Issuing Bank, as the case may be, the amount due.
With respect to any payment that Administrative Agent makes for the account of the Banks or Issuing Banks hereunder as to which Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) Borrower has not in fact made such payment; (2) Administrative Agent has made a payment in excess of the amount so paid by Borrower (whether or not then owed); or (3) Administrative Agent has for any reason otherwise erroneously made such payment; then each of Banks or Issuing Banks, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Bank or Issuing Bank, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation.
A notice of Administrative Agent to any Banks or Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent manifest error.
(c)Failure to Satisfy Conditions Precedent. If any Bank makes available to Administrative Agent funds for any Loan to be made by such Bank as provided in the foregoing provisions of this ARTICLE II, and such funds are not made available to Borrower by Administrative Agent because the conditions to the applicable Advance set forth in ARTICLE IX are not satisfied or waived in accordance with the terms hereof, Administrative Agent shall return such funds (in like funds as received from such Bank) to such Bank, without interest.
(d)Obligations of Banks Several. The obligations of the Banks hereunder to make Advances, to fund participations in Letters of Credit and to make payments pursuant to Section 12.8(c) are several and not joint. The failure of any Bank to make any Advance, to fund any such participation or to make any payment under Section 12.8(c) on any date required hereunder shall not relieve any other Bank of its corresponding obligation to do so on such date, and no Bank shall be responsible for the failure of any other Bank to so make its Advance, to purchase its participation or to make its payment under Section 12.8(c).
(e)Funding Source. Nothing herein shall be deemed to obligate any Bank to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Bank that it has obtained or will obtain the funds for any Loan in any particular place or manner.
(f)Insufficient Funds. If at any time insufficient funds are received by and available to Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.
2.12Sharing of Payments by Banks. If any Bank shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans, made by it, or the participations in L/C Advances held by it resulting in such Bank’s receiving payment of a
        47


proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Bank receiving such greater proportion shall (a) notify Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Advances of the other Banks, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:
(i)if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and
(ii)the provisions of this Section 2.12 shall not be construed to apply to (x) any payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Bank), (y) the application of cash collateral provided for in Section 2.3, or (z) any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Advances to any assignee or participant, other than an assignment to Borrower thereof (as to which the provisions of this Section 2.12 shall apply).
Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Bank acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Bank were a direct creditor of such Loan Party in the amount of such participation.
2.13Increase in Commitments.
(a)Request for Increase. Provided there exists no Default, upon notice to Administrative Agent, Borrower may from time to time, request an increase in the Aggregate Commitments (which increase may take the form of additional Commitments or one or more additional term loan tranches) by admitting additional Banks hereunder (each a “Subsequent Bank”) or increasing the Commitment of any existing Bank (each an “Increasing Bank”) by an amount (for all such requests) such that the Aggregate Commitments after giving effect to such increase shall not exceed $1,700,000,000; provided that any such request for an increase shall be in a minimum amount of $10,000,000.
(b)Non-Pro Rata. For the avoidance of doubt, Borrower may request that one or more Banks provide an increase on a non-pro rata basis, provided that (i) no Bank shall be required to increase its Commitment, (ii) Subsequent Banks may join this Agreement to provide Commitments as set forth above and (iii) no consent shall be required in connection with any increase other than that of Borrower and the Subsequent Banks or Increasing Banks providing the Commitments therefor.
(c)Increase Closing Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section 2.13, Administrative Agent and Borrower shall determine the effective date (the “Increase Closing Date”). Administrative Agent shall promptly notify Borrower and the Banks of the Increase Closing Date and shall provide to each Bank and the Borrower a new Schedule 1.1 to this Agreement reflecting the Commitments after giving effect to the Increase Closing Date.
(d)Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) Borrower shall deliver to Administrative Agent a certificate of Borrower dated as of the
        48


Increase Closing Date (in sufficient copies for each Bank) signed by a Responsible Official of Borrower (x) certifying and attaching the resolutions adopted by Borrower approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in ARTICLE V (other than the representations and warranties contained in Sections 5.4(a), 5.18 and 5.19 and, if Borrower holds an Investment Grade Credit Rating at such time, Section 5.7(b)) are true and correct in all material respects on and as of the Increase Closing Date as though made on and as of that date (except that the financial statements referred to in Section 5.5(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 8.1(b), and the Borrowing Base Certificate referred to in Section 5.7(b) shall be deemed to refer to the most recent Borrowing Base Certificate delivered pursuant to Section 3.1), and it being understood and agreed that any representation or warranty that is qualified as to materiality or “Material Adverse Effect” is true and correct in all respects, and (B) no Default exists or would result therefrom, (ii) (x) upon the reasonable request of any Increasing Bank or Subsequent Bank made at least ten (10) days prior to the Increase Closing Date, Borrower shall have provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) days prior to the Increase Closing Date and (y) at least three (3) days prior to the Increase Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Bank that so requests, a Beneficial Ownership Certification in relation to such Loan Party and (iii) to the extent that the increase of the Aggregate Commitments shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance satisfactory to Administrative Agent, to include such terms as are customary for a term loan commitment.
(e)Adjustment of Loans. On the Increase Closing Date, (i) each Increasing Bank shall make available to Administrative Agent such amounts in immediately available funds as Administrative Agent shall determine, for the benefit of the other Banks, as being required in order to cause, after giving effect to such increase and the application of such amounts to make payments to such other Banks, the outstanding Loans to be held ratably by all Banks in accordance with their respective revised Pro Rata Shares, (ii) Borrower shall be deemed to have prepaid and reborrowed the outstanding Loans as of such Increase Closing Date to the extent necessary to keep the outstanding Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Aggregate Commitments under this Section 2.13, and (iii) Borrower shall pay to the relevant Banks the amounts, if any, required pursuant to Section 4.5 as a result of such deemed prepayment.
(f)Conflicting Provisions. This Section 2.13 shall supersede any provisions in Sections 2.12 or 12.2 to the contrary.
2.14Defaulting Banks.
(a)Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Bank becomes a Defaulting Bank, then, until such time as that Bank is no longer a Defaulting Bank, to the extent permitted by applicable Law:
(i)Waivers and Amendments. Such Defaulting Bank’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Banks” and Section 12.2.
(ii)Defaulting Bank Waterfall. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of such Defaulting Bank (whether voluntary or mandatory, at maturity, pursuant to ARTICLE X or otherwise) or received by Administrative Agent from a Defaulting Bank pursuant to Section 12.11 shall
        49


be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Bank to Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Bank to the applicable Issuing Bank; third, to Cash Collateralize Issuing Banks’ fronting Exposure with respect to such Defaulting Bank in accordance with Section 2.3; fourth, as Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by Administrative Agent; fifth, if so determined by Administrative Agent and Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Bank’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize Issuing Bank’s future fronting Exposure with respect to such Defaulting Bank with respect to future Letters of Credit issued under this Agreement; sixth, to the payment of any amounts owing to the Banks or Issuing Bank as a result of any judgment of a court of competent jurisdiction obtained by any Bank or Issuing Bank against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement; and eighth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Bank has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 9.1, Section 9.2 or Section 9.3, as applicable, were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all Non-Defaulting Banks on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, such Defaulting Bank until such time as all Loans and funded and unfunded participations in then outstanding amount of the Letter of Credit Usage are held by the Banks pro rata in accordance with the Commitments hereunder without giving effect to Section 2.14(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Bank that are applied (or held) to pay amounts owed by a Defaulting Bank or to post cash collateral pursuant to this Section 2.14(a) shall be deemed paid to and redirected by such Defaulting Bank, and each Bank irrevocably consents hereto.
(iii)Certain Fees.
(A)Each Defaulting Bank shall be entitled to receive Letter of Credit fees for any period during which that Bank is a Defaulting Bank only to the extent allocable to its Pro Rata Share of the stated amount of Letters of Credit for which it has provided cash collateral pursuant to Section 2.14.
(B)With respect to any fee not required to be paid to any Defaulting Bank pursuant to clause (A) above, Borrower shall (x) pay to each Non-Defaulting Bank that portion of any such fee otherwise payable to such Defaulting Bank with respect to such Defaulting Bank’s participation in then outstanding amount of the Letter of Credit Usage that has been reallocated to such Non-Defaulting Bank pursuant to clause (iv) below, (y) pay to Issuing Bank the amount of any such fee otherwise payable to such Defaulting Bank to the extent allocable to such Issuing Bank’s fronting Exposure to such Defaulting Bank, and (z) not be required to pay the remaining amount of any such fee.
        50


(iv)Reallocation of Pro Rata Shares to Reduce Fronting Exposure. All or any part of such Defaulting Bank’s participation in the then outstanding amount of the Letter of Credit Usage shall be reallocated among the Non-Defaulting Banks in accordance with their respective Pro Rata Share (calculated without regard to such Defaulting Bank’s Commitment) but only to the extent that such reallocation does not cause the aggregate Outstanding Amount of any Non-Defaulting Bank to exceed such Non-Defaulting Bank’s Commitment. Subject to Section 12.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a Non-Defaulting Bank as a result of such Non-Defaulting Bank’s increased Exposure following such reallocation.
(v)Cash Collateral. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, Cash Collateralize Issuing Bank’s fronting Exposure in accordance with the procedures set forth in Section 2.3.
(b)Defaulting Bank Cure. If Borrower, Administrative Agent and Issuing Bank agree in writing that a Bank is no longer a Defaulting Bank, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Bank will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Banks or take such other actions as Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Banks in accordance with their Pro Rata Share (without giving effect to Section 2.14(a)), whereupon such Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank.
(c)New Letters of Credit. So long as any Bank is a Defaulting Bank, Issuing Banks shall not be required to issue, extend, increase, reinstate or renew any Letter of Credit unless they are satisfied that they will have no fronting Exposure with respect to such Defaulting Bank after giving effect thereto.
ARTICLE III.
BORROWING BASE
3.1Borrowing Base.
(a)Reporting of Borrowing Base. Concurrently with the delivery of the financial statements described in Section 8.1(a) and (b), Borrower shall provide Administrative Agent with a Borrowing Base Certificate in a form satisfactory to Administrative Agent showing Borrower’s calculations of the components of the Borrowing Base as of the end of the last Fiscal Quarter and such data supporting such calculations per Exhibit B or in another form as Administrative Agent may reasonably require; provided that Borrower shall have no obligation to provide a Borrowing Base Certificate to Administrative Agent at any time at which Borrower holds an Investment Grade Credit Rating. Any change in the Borrowing Base shall be effective upon receipt of a Borrowing Base Certificate.
        51


(b)Amount of Borrowing Base. As used in this Agreement, the term “Borrowing Base” means a Dollar amount equal to the sum of the following, as of any date of determination, and with respect to Borrower and the Borrowing Base Subsidiaries:
(i)Escrow Receivables. 100% of the aggregate GAAP Value of Escrow Receivables; plus
(ii)Homes Under Construction. 90% of the aggregate GAAP Value of Homes Under Construction; plus
(iii)Land Under Development. 65% of the aggregate GAAP Value of Land Under Development; plus
(iv)Land Held For Future Development. 50% of the aggregate GAAP Value of Land Held for Future Development and Land Held for Sale; plus
(v)Unrestricted Cash. At Borrower’s election, up to 100% of Unrestricted Cash in excess of $15,000,000;
provided, however, that the aggregate of the amounts set forth in clause (iv) shall be less than 40% of the Borrowing Base; provided further, that the value of any unentitled land or land under option shall not be included in the Borrowing Base.
ARTICLE IV.
TAXES, YIELD PROTECTION AND ILLEGALITY
4.1Taxes.
(a)Defined Terms. For purposes of this Section 4.1, the term “applicable Law” includes FATCA.
(b)Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 4.1) the Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
(c)Payment of Other Taxes by Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Administrative Agent timely reimburse it for the payment of, any Other Taxes.
(d)Indemnification by Borrower. The Borrower shall indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 4.1) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient
        52


and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability, together with reasonable supporting documentation, if any, delivered to Borrower by a Bank (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Bank, shall be conclusive absent manifest error.
(e)Indemnification by Banks. Each Bank shall severally indemnify Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Bank (but only to the extent that the Borrower has not already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Bank’s failure to comply with the provisions of Section 12.7(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Bank, in each case, that are paid or payable in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Bank by Administrative Agent shall be conclusive absent manifest error. Each Bank hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Bank under any Loan Document or otherwise payable by Administrative Agent to the Bank from any other source against any amount due to Administrative Agent under this Section 4.1.
(f)Evidence of Payments. As soon as practicable after any payment of Taxes by Borrower to a Governmental Authority as provided in this Section 4.1, Borrower shall deliver to Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to Administrative Agent.
(g)Status of Banks; Tax Documentation.
(i)Any Bank that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower and Administrative Agent, at the time or times reasonably requested by Borrower or Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Bank, if reasonably requested by Borrower or Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by Borrower or Administrative Agent as will enable Borrower or Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 4.1(g)(i), 4.1(g)(ii), and 4.1(g)(iii)) shall not be required if in Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank.
(ii)Without limiting the generality of the foregoing, in the event that Borrower is a U.S. Person,
(A)any Bank that is a U.S. Person shall deliver to Borrower and Administrative Agent on or prior to the date on which such Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request
        53


of Borrower or Administrative Agent), executed copies of IRS Form W-9 certifying that such Bank is exempt from U.S. federal backup withholding tax;
(B)any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), whichever of the following is applicable:
(1)in the case of a Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(2)executed copies of IRS Form W-8ECI;
(3)in the case of a Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Bank is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or
(4)to the extent a Foreign Bank is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of such Foreign Bank are claiming the portfolio interest exemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner;
(C)any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such
        54


supplementary documentation as may be prescribed by applicable Law to permit Borrower or Administrative Agent to determine the withholding or deduction required to be made; and
(D)if a payment made to a Bank under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Bank were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Bank shall deliver to Borrower and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or Administrative Agent as may be necessary for Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 4.1(g)(ii)(D), “FATCA” shall include any amendments made to FATCA after the Closing Date.
(iii)Each Bank agrees that if any form or certification it previously delivered pursuant to this Section 4.1(g)(iii) expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and Administrative Agent in writing of its legal inability to do so.
(h)Treatment of Certain Refunds. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 4.1, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 4.1 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Recipient, agrees to repay the amount paid over to the Borrower pursuant to this clause (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (h), in no event will the applicable Recipient be required to pay any amount to the Borrower pursuant to this clause (h) the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This clause (h) shall not be construed to require any Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to Borrower or any other Person.
(i)Survival. Each party’s obligations under this Section 4.1 shall survive the resignation or replacement of Administrative Agent or any assignment of rights by, or the replacement of, a Bank, Issuing Bank, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.
4.2Illegality. If any Bank determines that any applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Bank or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to SOFR, Term SOFR or Daily Simple
        55


SOFR, or to determine or charge interest rates based upon SOFR, Term SOFR or Daily Simple SOFR, or any Governmental Authority has imposed material restrictions on the authority of such Bank to engage in reverse repurchase of U.S. Treasury securities transactions of the type included in the determination of SOFR, then, on notice thereof by such Bank to Borrower through Administrative Agent, (a) any obligation of such Bank to make, continue or convert to either Term SOFR Rate Loans or Daily SOFR Rate Loans, as applicable, shall be suspended, and (b) if such notice asserts the illegality of such Bank making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such Bank shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the Term SOFR component of the Base Rate, in each case until such Bank notifies Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) Borrower shall, upon demand from such Bank (with a copy to Administrative Agent), prepay or, if applicable, convert all Term SOFR Rate Loans and Daily SOFR Rate Loans of such Bank to Base Rate Loans (the interest rate on which Base Rate Loans of such Bank shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the Term SOFR component of the Base Rate), immediately, in the case of Daily SOFR Rate Loans and, in the case of Term SOFR Rate Loans, either on the last day of the Interest Period therefor, if such Bank may lawfully continue to maintain such Term SOFR Rate Loans to such day, or immediately, if such Bank may not lawfully continue to maintain such Term SOFR Rate Loans; and (ii) if such notice asserts the illegality of such Bank determining or charging interest rates based upon SOFR, Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Bank without reference to the Term SOFR component thereof until Administrative Agent is advised in writing by such Bank that it is no longer illegal for such Bank to determine or charge interest rates based upon Term SOFR. Upon any such prepayment or conversion, Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 4.5.
4.3Inability to Determine Rates.
(a)If in connection with any request for a Term SOFR Rate Loan, or Daily SOFR Rate Loan, or a conversion of Daily SOFR Rate Loans to Term SOFR Rate Loans or a continuation of a Term SOFR Rate Loan, as applicable, (i) Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 4.3(b), and the circumstances under Section 4.3(b)(i) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Rate Loan or in connection with an existing or proposed Base Rate Loan, or (C) adequate and reasonable means do not otherwise exist for determining Daily Simple SOFR in connection with an existing or proposed Daily SOFR Rate Loan, or (ii) Administrative Agent or Required Banks determine for any reason that Term SOFR for any requested Interest Period or Daily Simple SOFR with respect to a proposed Advance does not adequately and fairly reflect the cost to such Banks of funding such Advance, Administrative Agent will promptly so notify Borrower and each Bank. Thereafter, (x) the obligation of Banks to make or maintain Term SOFR Rate Loans or Daily SOFR Rate Loans, or to convert Daily SOFR Rate Loans to Term SOFR Rate Loans, shall be suspended (to the extent of the affected Term SOFR Rate Loans, Daily SOFR Rate Loans, or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until Administrative Agent (or, in the case of a determination by Required Banks described in Section 4.3(b), until Administrative Agent upon instruction of Required Banks) revokes such notice. Upon receipt of such notice, (1) Borrower may revoke any pending request for an Advance of, or conversion to, or continuation of Term SOFR Rate Loans or Daily SOFR Rate Loans (to the extent of the affected Term SOFR Rate Loans, Daily SOFR Rate Loans, or Interest Periods) or, failing
        56


that, will be deemed to have converted such request into a request for an Advance of Base Rate Loans in the amount specified therein, (2) any outstanding Term SOFR Rate Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest Period, and (3) any outstanding Daily SOFR Rate Loans shall immediately be deemed to have been converted to Base Rate Loans.
(b)Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if Administrative Agent determines (which determination shall be conclusive absent manifest error), or Borrower or Required Banks notify Administrative Agent (with, in the case of Required Banks, a copy to Borrower) that Borrower or Required Banks (as applicable) have determined, that
(i)If adequate and reasonable means do not exist for ascertaining one (1) month, three (3) month and six (6) month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or
(ii)CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one (1) month, three (3) month and six (6) month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available, or permitted to be used for determining the interest rate of Dollar denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory to Administrative Agent, that will continue to provide such representative interest periods of Term SOFR after such specific date (the latest date on which one (1) month, three (3) month and six (6) month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”);
then, on a date and time determined by Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR for any payment period for interest calculated that can be determined by Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate”).
If the Successor Rate is Daily Simple SOFR, all interest payments will be payable on a monthly basis.
Notwithstanding anything to the contrary herein, (i) if Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (ii) if the events or circumstances of the type described in clauses (a) or (b) above have occurred with respect to Daily Simple SOFR or the Successor Rate then in effect, then in each case, Administrative Agent and Borrower may amend this Agreement solely for the purpose of replacing Term SOFR, Daily Simple SOFR, and/or any then current Successor Rate in accordance with this Section at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented
        57


in the United States for such alternative benchmark. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after Administrative Agent shall have posted such proposed amendment to all Banks and Borrower unless, prior to such time, Banks comprising the Required Banks have delivered to Administrative Agent written notice that such Required Banks object to such amendment.
Administrative Agent will promptly (in one or more notices) notify Borrower and each Bank of the implementation of any Successor Rate.
Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by Administrative Agent.
Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero percent (0.00%), the Successor Rate will be deemed to be zero percent (0.00%) for the purposes of this Agreement and the other Loan Documents.
In connection with the implementation of a Successor Rate, Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, Administrative Agent shall post each such amendment implementing such Conforming Changes to Borrower and Banks reasonably promptly after such amendment becomes effective.
4.4Increased Costs.
(a)Increased Costs Generally. If any Change in Law shall:
(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Bank or Issuing Bank;
(ii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii)impose on any Bank or Issuing Bank any other condition, cost or expense affecting this Agreement or Term SOFR Rate Loans made by such Bank or any Letter of Credit or participation therein;
and the result of any of the foregoing shall be to increase the cost to such Bank of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Bank or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Bank or Issuing Bank (whether of principal, interest or any other amount) then, upon request of such Bank or Issuing Bank, Borrower will pay to such Bank or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Bank or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.
        58


(b)Capital or Liquidity Requirements. If any Bank or Issuing Bank determines that any Change in Law affecting such Bank or Issuing Bank or any Lending Office of such Bank or such Bank’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Bank’s or Issuing Bank’s capital or on the capital of such Bank’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Bank or the Loans made by, or participations in Letters of Credit held by, such Bank, or the Letters of Credit issued by Issuing Bank, to a level below that which such Bank or Issuing Bank or such Bank’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Bank’s or Issuing Bank’s policies and the policies of such Bank’s or Issuing Bank’s holding company with respect to capital adequacy), then from time to time Borrower will pay to such Bank or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Bank or Issuing Bank or such Bank’s or Issuing Bank’s holding company for any such reduction suffered.
(c)Certificates for Reimbursement. A certificate of a Bank or Issuing Bank setting forth the amount or amounts necessary to compensate such Bank or Issuing Bank or its holding company, as the case may be, as specified in Section 4.4(a) or Section 4.4(b) and delivered to Borrower shall be conclusive absent manifest error. Borrower shall pay such Bank or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.
(d)Delay in Requests. Failure or delay on the part of any Bank or Issuing Bank to demand compensation pursuant to the foregoing provisions of this Section 4.4 shall not constitute a waiver of such Bank’s or Issuing Bank’s right to demand such compensation, provided that Borrower shall not be required to compensate a Bank or Issuing Bank pursuant to the foregoing provisions of this Section 4.4 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Bank or Issuing Bank, as the case may be, notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Bank’s or Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).
4.5Compensation for Losses. Upon demand of any Bank (with a copy to Administrative Agent) from time to time, Borrower shall promptly compensate such Bank for and hold such Bank harmless from any loss, cost or expense incurred by it as a result of:
(a)any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
(b)any failure by Borrower (for a reason other than the failure of any Bank to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by Borrower; or
(c)any assignment of a Term SOFR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by Borrower pursuant to Section 12.23;
including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. Borrower shall also pay any customary administrative fees charged by such Bank in connection with the foregoing.

        59


The amounts payable under this Section 4.5 shall never be less than zero or greater than is permitted by applicable Law. For the avoidance of doubt, no amounts will be owing under this Section 4.5 in connection with the prepayment of any Base Rate Loan.
4.6Mitigation Obligations; Replacement of Banks.
(a)Designation of a Different Lending Office. Each Bank may make any Advance to Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of Borrower to repay the Advance in accordance with the terms of this Agreement. If any Bank requests compensation under Section 4.4, or requires Borrower to pay any Indemnified Taxes or additional amounts to any Bank, Issuing Bank, or any Governmental Authority for the account of any Bank or Issuing Bank pursuant to Section 4.1, or if any Bank gives a notice pursuant to Section 4.2 then at the request of Borrower such Bank or Issuing Bank shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Bank or Issuing Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 4.1 or 4.4, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 4.2, as applicable, and (ii) in each case, would not subject such Bank or Issuing Bank, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Bank or Issuing Bank, as the case may be. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Bank or Issuing Bank in connection with any such designation or assignment.
(b)Replacement of Banks. If any Bank requests compensation under Section 4.5, or if Borrower is required to pay any Indemnified Taxes or additional amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 4.1 and, in each case, such Bank has declined or is unable to designate a different lending office in accordance with Section 4.6(a), Borrower may replace such Bank in accordance with Section 12.23.
4.7Survivability. All of Borrower’s obligations under this ARTICLE IV shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of Administrative Agent.
ARTICLE V.
REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants to the Banks that:
5.1Existence and Qualification; Power; Compliance with Law. Borrower is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and its certificate of incorporation does not provide for the termination of its existence. Borrower is duly qualified or registered to transact business as a foreign corporation in the State of California, and in each other jurisdiction in which the conduct of its business or the ownership of its properties makes such qualification or registration necessary, except where the failure so to qualify or register would not constitute a Material Adverse Effect. Borrower has all requisite corporate power and authority to conduct its business, to own and lease its Properties and to execute, deliver and perform all of its obligations under the Loan Documents. All outstanding shares of capital stock of Borrower are duly authorized, validly issued, fully paid, non-assessable, and were issued in compliance with all applicable state and federal securities Laws, except where the failure to so comply would not constitute a Material Adverse Effect. Borrower is in compliance with all Laws and other legal requirements applicable to its business the violation of which would have a Material Adverse Effect, and has obtained all authorizations, consents, approvals, orders, licenses and permits (collectively, “Authorizations”) from, and has accomplished all filings, registrations and
        60


qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Authority that are necessary for the transaction of its business, except where the failure so to obtain Authorizations, or to comply with, file, register, qualify or obtain exemptions would not constitute a Material Adverse Effect.
5.2Authority; Compliance with Other Instruments and Government Regulations. The execution, delivery, and performance by Borrower, and by each Guarantor Subsidiary of Borrower, of the Loan Documents to which it is a Party, have been duly authorized by all necessary corporate or partnership action, and do not:
(a)require any consent or approval not heretofore obtained of any stockholder, partner, security holder, or creditor of such Party;
(b)violate or conflict with any provision of such Party’s charter, certificate or articles of incorporation, bylaws, certificate or articles of organization, operating agreement, partnership agreement or other organizational or governing documents of such Party;
(c)result in or require the creation or imposition of any Lien (except to the extent that any Lien is created under this Agreement) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party;
(d)constitute a “transfer of an interest” or an “obligation incurred” that is avoidable by a trustee under Section 548 of the Bankruptcy Code of 1978, as amended, or constitute a “fraudulent transfer” or “fraudulent obligation” within the meaning of the Uniform Fraudulent Transfer Act as enacted in any jurisdiction or any analogous Law;
(e)violate any Requirement of Law applicable to such Party; or
(f)result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other Contractual Obligation to which such Party or any of its Property is bound or affected with respect to any obligation or obligations aggregating $50,000,000 or more;
and neither Borrower nor any Guarantor Subsidiary of Borrower is in violation of, or default under, any Requirement of Law or Contractual Obligation, or any indenture, loan or credit agreement described in Section 5.2(f) in any respect that would constitute a Material Adverse Effect.
5.3No Governmental Approvals Required. Except such as have heretofore been obtained, no authorization, consent, approval, order, license or permit from, or filing, registration, or qualification with, or exemption from any of the foregoing from, any Governmental Authority is or will be required to authorize or permit the execution, delivery and performance by Borrower or any Guarantor Subsidiary of Borrower of the Loan Documents to which it is a Party.
5.4Subsidiaries.
(a)Schedule 4.4 correctly sets forth the names, the form of legal entity, the jurisdictions of organization of all Subsidiaries of Borrower as of the Closing Date and the identification by Borrower of each Consolidated Subsidiary, Significant Subsidiary, Guarantor Subsidiary, Foreign Subsidiary and Financial Subsidiary of Borrower, in each case as of the Closing Date. As of the Closing Date, unless otherwise indicated in Schedule 4.4, all of the outstanding shares of capital stock, or all of the units of equity interest, as the case may be, of each Subsidiary indicated thereon are owned of record and
        61


beneficially by Borrower or one of such Subsidiaries, and all such shares or equity interests so owned were issued in compliance with all state and federal securities Laws and are duly authorized, validly issued, fully paid and non-assessable (other than with respect to required capital contributions to any joint venture in accordance with customary terms and provisions of the related joint venture agreement), except where the failure to so comply would not constitute a Material Adverse Effect, and are free and clear of all Liens and Rights of Others, except for Permitted Encumbrances and Permitted Rights of Others.
(b)Each Guarantor Subsidiary is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, is duly qualified to do business as a foreign organization and is in good standing as such in each jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification necessary (except where the failure to be so duly qualified and in good standing does not constitute a Material Adverse Effect) and has all requisite power and authority to conduct its business, to own and lease its Properties and to execute, deliver and perform the Loan Documents to which it is a Party.
(c)Each Guarantor Subsidiary is in substantial compliance with all Laws and other requirements applicable to its business and has obtained all Authorizations from, and each such Significant Subsidiary has accomplished all filings, registrations, and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Authority that are necessary for the transaction of its business, except where the failure so to obtain Authorizations, or to comply with, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.
5.5Financial Statements.
(a)Borrower has furnished to each Bank the audited consolidated financial statements of Borrower and its GAAP Subsidiaries as of November 30, 2024 and for the Fiscal Year then ended. Such audited financial statements are in accordance with the books and records of Borrower and its GAAP Subsidiaries, were prepared in accordance with Generally Accepted Accounting Principles consistently applied and fairly present in accordance with Generally Accepted Accounting Principles consistently applied the consolidated financial condition and results of operations of Borrower and its GAAP Subsidiaries as at the date and for the period covered thereby.
(b)The unaudited financial statements of Borrower and its GAAP Subsidiaries most recently furnished pursuant to Section 8.1(a) are in accordance with the books and records of Borrower and its GAAP Subsidiaries, were prepared in accordance with Generally Accepted Accounting Principles consistently applied and fairly present in accordance with Generally Accepted Accounting Principles consistently applied the consolidated financial condition and results of operation of Borrower and its GAAP Subsidiaries as at the date and for the period covered thereby, subject to customary year-end audit adjustments and the absence of footnotes.
5.6No Material Adverse Change. Since the date of the financial statements most recently delivered (or required to be delivered) under Section 5.5 or Section 8.1, as applicable, there has been no material adverse change in the financial condition of Borrower or its Subsidiaries, taken as a whole.
5.7Title to Assets.
(a)Borrower and its Consolidated Subsidiaries have good and valid title to all of the assets reflected in the financial statements most recently delivered pursuant to Section 5.5 or Section 8.1, as applicable, as owned by them or any of them (other than assets disposed of in the ordinary course of business or as permitted hereunder), free and clear of all Liens and Rights of Others other than (i) those reflected or disclosed in the notes to the financial statements described in Section 5.5, (ii) Liens or Rights of
        62


Others not required under Generally Accepted Accounting Principles consistently applied to be so reflected or disclosed, (iii) Liens permitted pursuant to Section 7.5 and Rights of Others to acquire such Liens, (iv) Permitted Rights of Others, and (v) such existing Liens or Rights of Others as are described on Schedule 4.7 hereto.
(b)Borrower and its Borrowing Base Subsidiaries have good record and marketable title in fee simple to all Developed Lots, Lots Under Development, Land Held for Future Development, and Model Homes and Units being constructed on Developed Lots included in the Borrowing Base (as set forth in the Borrowing Base Certificate delivered by Borrower to Administrative Agent pursuant to Section 9.1(a)(viii)), except for defects in title that do not interfere in any material respect with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.
5.8Intangible Assets. Borrower and its Guarantor Subsidiaries own, or possess the right to use, all trademarks, trade names, copyrights, patents, patent rights, licenses and other intangible assets that are necessary in the conduct of their businesses as operated, and no such intangible asset, to the best knowledge of Borrower, conflicts with the valid trademark, trade name, copyright, patent, patent right or intangible asset of any other Person to the extent that such conflict would constitute a Material Adverse Effect.
5.9Anti-Terrorism Laws; Sanctions; Anti-Corruption Laws.
(a)No Loan Party, no Subsidiary of any Loan Party and, to the actual knowledge of the Senior Officers of each Loan Party, none of the respective officers, directors, employees, brokers, agents, affiliates or representatives thereof, is an individual or entity that is, or is owned or controlled by one or more individuals or entities that are (a) currently the subject or target of any Sanctions, (b) included on OFAC’s List of Specially Designated Nationals or HMT’s Consolidated List of Financial Sanctions Targets, or any similar list enforced by any other relevant sanctions authority or (c) located, organized or resident in a Designated Jurisdiction. Borrower and its Subsidiaries have conducted their businesses in compliance in all material respects with all applicable Sanctions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Sanctions.
(b)Borrower and its Subsidiaries have conducted their businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.
5.10Governmental Regulation. Neither Borrower nor any of the Guarantor Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935 or the Investment Company Act of 1940.
5.11Litigation. There are no actions, suits, or proceedings pending or, to the best knowledge of Borrower, threatened against or affecting Borrower or any of its Subsidiaries or any Property of any of them before any Governmental Authority which would constitute a Material Adverse Effect. To the best knowledge of Borrower, there are no investigations by any Governmental Authority pending or threatened against or affecting Borrower or any of its Subsidiaries or any Property of any of them which would constitute a Material Adverse Effect.
5.12Binding Obligations. Each of the Loan Documents to which Borrower or any Guarantor Subsidiary of Borrower is a Party has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of Borrower or the Guarantor Subsidiary, as the case may be, enforceable against Borrower or the Guarantor Subsidiary, as the case may be, in accordance with its terms,
        63


except as enforcement may be limited by Debtor Relief Laws or by equitable principles relating to the granting of specific performance or other equitable remedies as a matter of judicial discretion.
5.13No Default. No event has occurred and is continuing that is a Default or an Event of Default.
5.14Pension Plans. As of the date of this Agreement, all contributions required to be made under any Pension Plan or Multiemployer Plan by Borrower or any ERISA Affiliate have been timely made.
5.15Tax Liability. Borrower and its Consolidated Subsidiaries have filed all tax returns which are required to be filed, and have paid, or made provision for the payment of, all taxes which have become due pursuant to said returns or pursuant to any assessment received by Borrower or any Consolidated Subsidiary, except (a) such taxes, if any, as are being contested in good faith by appropriate proceedings (and with respect to which Borrower or its Consolidated Subsidiary has established adequate reserves for the payment of the same to the extent required by, and in accordance with, Generally Accepted Accounting Principles), and (b) such taxes the failure of which to pay will not constitute a Material Adverse Effect.
5.16Regulation U. Neither Borrower nor any of its Subsidiaries is engaged (or will engage), principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), or extending credit for the purpose of purchasing or carrying margin stock.
5.17Environmental Matters. To the best knowledge of Borrower, Borrower and its Consolidated Subsidiaries are in substantial compliance with all applicable Laws relating to environmental protection where the failure to comply would constitute a Material Adverse Effect. To the best knowledge of Borrower, neither Borrower nor any of its Consolidated Subsidiaries has received any notice from any Governmental Authority respecting the alleged violation by Borrower or any Consolidated Subsidiary of such Laws which would constitute a Material Adverse Effect and which has not been or is not being corrected.
5.18Disclosure. The information provided by Borrower to the Banks in connection with this Agreement or any Loan, taken as a whole, has not contained any untrue statement of a material fact and has not omitted a material fact necessary to make the statements contained therein, taken as a whole, not misleading under the totality of the circumstances existing at the date such information was provided and in the context in which it was provided.
5.19Projections. As of the Closing Date, the assumptions upon which the Projections are based are reasonable and consistent with each other assumption and with all facts known to Borrower and that the Projections are reasonably based on those assumptions. Nothing in this Section 5.19 shall be construed as a representation or warranty as of any date other than the Closing Date or that the Projections will in fact be achieved by Borrower.
5.20ERISA Compliance.
(a)Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. Neither Borrower nor any ERISA Affiliate sponsors, or has sponsored within the past 10 years, a Pension Plan, or is a participant, or has participated within the past 10 years, in a Multiemployer Plan.
        64


(b)There are no pending or, to the best knowledge of Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur.
5.21Solvency. Borrower and each Guarantor Subsidiary is and will be, after giving effect to the making of the Loans and issuance of the Letters of Credit, Solvent.
5.22Absence of Restrictions. No Guarantor Subsidiary is subject to any agreement or contract which prohibits it from making distributions to Borrower or any other wholly-owned Subsidiary of Borrower.
5.23Tax Shelter Regulations. Borrower does not intend to treat the Loans or Letters of Credit as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In the event Borrower determines to take any action inconsistent with such intention, it will promptly notify Administrative Agent thereof. Accordingly, if Borrower so notifies Administrative Agent, Borrower acknowledges that one or more of the Banks may treat its Loans or Letters of Credit as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and such Bank or Banks, as applicable, will maintain the lists and other records required by such Treasury Regulation.
5.24EEA Financial Institutions. No Loan Party is an EEA Financial Institution.
5.25Covered Entities. No Loan Party is a Covered Entity.
5.26Beneficial Ownership. As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.
5.27Outbound Investment. No Loan Party nor any of their Subsidiaries is a ‘covered foreign person’ as that term is used in the Outbound Investment Rules. No Loan Party nor any of their Subsidiaries currently engages, or has any present intention to engage in the future, directly or indirectly, in (a) a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, (b) any activity or transaction that would constitute a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, if any Loan Party was a U.S. Person or (c) any other activity that would cause Administrative Agent and/or Banks to be in violation of the Outbound Investment Rules or cause Administrative Agent and/or Banks to be legally prohibited by the Outbound Investment Rules from performing under this Credit Agreement.
ARTICLE VI.
AFFIRMATIVE COVENANTS
(OTHER THAN INFORMATION AND REPORTING REQUIREMENTS)
As long as any Loan remains unpaid, or any other Obligation remains unpaid, or any portion of the Aggregate Commitments or any Letter of Credit remains outstanding, Borrower shall, and shall cause each of its Consolidated Subsidiaries to, unless Administrative Agent (with the approval of the Required Banks) otherwise consents in writing:
6.1Payment of Taxes and Other Potential Liens. Pay and discharge promptly, all taxes, assessments, and governmental charges or levies imposed upon Borrower or any of its Consolidated Subsidiaries, upon their respective Property or any part thereof, upon their respective income or profits or
        65


any part thereof, except (i) any tax, assessment, charge, or levy that is not yet past due, or is being contested in good faith by appropriate proceedings, as long as Borrower or its Consolidated Subsidiary has established and maintains adequate reserves for the payment of the same to the extent required by, and in accordance with, Generally Accepted Accounting Principles and by reason of such nonpayment no material Property of Borrower or its Significant Subsidiaries is subject to a risk of loss or forfeiture, and (ii) any tax, assessment, charge or levy the failure of which to pay would not constitute a Material Adverse Effect.
6.2Preservation of Existence. Preserve and maintain their respective existence, licenses, rights, franchises, and privileges in the jurisdiction of their formation and all authorizations, consents, approvals, orders, licenses, permits, or exemptions from, or registrations with, any Governmental Authority that are necessary for the transaction of their respective business, and qualify and remain qualified to transact business in each jurisdiction in which such qualification is necessary in view of their respective business or the ownership or leasing of their respective Properties; provided that (a) the failure to preserve and maintain any particular right, franchise, privilege, authorization, consent, approval, order, license, permit, exemption, or registration, or to qualify or remain qualified in any jurisdiction, that does not constitute a Material Adverse Effect will not constitute a violation of this covenant, and (b) nothing in this Section 6.2 shall prevent any consolidation or merger or disposition of assets permitted by Section 7.2 or shall prevent the termination of the business or existence (corporate or otherwise) of any Subsidiary of Borrower which in the reasonable judgment of the management of Borrower is no longer necessary or desirable.
6.3Maintenance of Properties. Maintain, preserve and protect all of their respective real Properties in good order and condition, subject to wear and tear in the ordinary course of business and damage caused by the natural elements, and not permit any waste of their respective real Properties, except that the failure to so maintain, preserve or protect any particular real Property, or the permitting of waste on any particular real Property, where such failure or waste with respect to all real Properties of Borrower and its Subsidiaries, in the aggregate, would not constitute a Material Adverse Effect.
6.4Maintenance of Insurance. Maintain insurance with responsible insurance companies in such amounts and against such risks as in Borrower’s reasonable business judgment is adequate in light of Borrower’s and its Consolidated Subsidiaries’ size, business, assets and location of operations.
6.5Compliance with Laws. Comply with all Requirements of Laws noncompliance with which would constitute a Material Adverse Effect, except that Borrower and its Consolidated Subsidiaries need not comply with a Requirement of Law then being contested by any of them in good faith by appropriate procedures, so long as such contest (or a bond or surety posted in connection therewith) operates as a stay of enforcement of any material penalty that would otherwise apply as a result of such failure to comply. Without limiting the foregoing, Borrower and each Loan Party shall (and shall cause each of its Subsidiaries to) conduct its businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions and with all applicable Sanctions, and maintain policies and procedures designed to promote and achieve compliance with such laws and Sanctions.
6.6Inspection Rights. At any time during regular business hours and as often as reasonably requested (and, in any event, upon 24 hours’ prior notice), permit any Bank or any appropriately designated employee, agent or representative thereof at the expense of such Bank (unless a Default or an Event of Default has occurred and is continuing) to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of Borrower and its Consolidated Subsidiaries, and to discuss the affairs, finances and accounts of Borrower and such Subsidiaries with any of their officers or employees; provided that none of the foregoing unreasonably interferes with the normal
        66


business operations of Borrower or any of such Subsidiaries and that the Banks shall engage in any such inspections on a cooperative basis, if there has been no Default or Event of Default.
6.7Keeping of Records and Books of Account. Keep adequate records and books of account fairly reflecting all financial transactions in conformity with Generally Accepted Accounting Principles applied on a consistent basis (except for changes concurred with by Borrower’s independent certified public accountants) and all applicable requirements of any Governmental Authority having jurisdiction over Borrower or any of its Consolidated Subsidiaries.
6.8Use of Proceeds. Use the proceeds of all Loans and Letters of Credit solely for working capital, Acquisitions permitted hereunder and other general corporate purposes of Borrower and its Subsidiaries and not in contravention of any Law or of any Loan Document (including, without limitation, not using the proceeds of any Loans or Letters of Credit, directly or, to the actual knowledge of the Senior Officers of any Loan Party, indirectly, in any manner which would result in any violation of Anti-Terrorism Laws, Anti-Corruption Laws or applicable Sanctions).
6.9Subsidiary Guaranty. Cause each of its Guarantor Subsidiaries hereafter formed, acquired or qualifying as a Guarantor Subsidiary to (a) execute and deliver to Administrative Agent, promptly following such formation, acquisition or qualification, a joinder of the Subsidiary Guaranty or such other document as Administrative Agent shall deem appropriate, and (b) deliver to Administrative Agent documents of the types referred to in clause (v) of Section 9.1(a) and, if requested by Administrative Agent, favorable opinions of counsel to such Guarantor Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to Administrative Agent.
ARTICLE VII.
NEGATIVE COVENANTS
As long as any Loan remains unpaid, or any other Obligation remains unpaid, or any portion of the Aggregate Commitments or any Letter of Credit remains outstanding, Borrower shall not, and shall not permit any of its Consolidated Subsidiaries to, unless Administrative Agent (with the approval of the Required Banks) otherwise consents in writing:
7.1Payment or Prepayment of Subordinated Obligations and Certain Other Obligations.
(a)Make any payment with respect to any Subordinated Obligation in violation of the provisions in the instruments governing such Subordinated Obligation; or
(b)At all times the Consolidated Interest Coverage Ratio is greater than or equal to 2:00 to 1:00, if a Default or Event of Default then exists or would result therefrom, (i) make an optional or unscheduled payment or prepayment of any principal (including an optional or unscheduled sinking fund payment), interest or any other amount with respect to any Subordinated Obligation, or (ii) make a purchase or redemption of any Subordinated Obligation; or
(c)At all times the Consolidated Interest Coverage Ratio is less than 2:00 to 1:00, (i) make an optional or unscheduled payment or prepayment of any principal (including an optional or unscheduled sinking fund payment), interest or any other amount with respect to any Subordinated Obligation, or (ii) make a purchase or redemption of any Subordinated Obligation; provided, however, that the restrictions set forth in this clause (c) shall not apply if all of the following conditions are met:
        67


(i)Unrestricted Cash (calculated on a pro forma basis after giving effect to such payment, prepayment, purchase or redemption) equals or exceeds the Aggregate Commitments;
(ii)Total Outstandings (excluding the aggregate undrawn face amount of outstanding Letters of Credit) are zero; and
(iii)no Default or Event of Default then exists or would result therefrom.
7.2Merger and Sale of Assets. Merge or consolidate with or into any Person, sell a Material Amount of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiary, except, subject to Section 7.4:
(a)a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States;
(b)merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c)mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(d)a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing;
(e)the sale of inventory in the ordinary course of business; or
(f)any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreement.
7.3Investments and Acquisitions. Make any Acquisition, or enter into an agreement to make any Acquisition, or make or suffer to exist any Investment, other than:
(a)Investments in Cash or Cash Equivalents;
(b)advances to officers, directors and employees of Borrower or its Subsidiaries for travel, entertainment, housing expenses, relocation, equity compensation plans, or otherwise in connection with their employment or the business of Borrower or any of its Subsidiaries;
(c)Investments of Borrower in any of its wholly-owned Subsidiaries and Investments of any Subsidiary of Borrower in Borrower or any of Borrower’s wholly-owned Subsidiaries;
        68


(d)Acquisitions of or Investments in Persons engaged primarily in the same businesses as Borrower and its Subsidiaries, or in a business reasonably related to such businesses, including electronic commerce and similar activities related to real estate;
(e)Acquisitions of or Investments in Borrower’s own capital stock permitted by Section 7.10;
(f)Acquisitions of or Investments in Persons engaged primarily in businesses other than those permitted by Section 7.3(d), provided that the aggregate cost of all such Acquisitions and Investments made in any fiscal year does not exceed $100,000,000;
(g)Investments in Subsidiaries in existence on the Closing Date or as otherwise disclosed on Schedule 6.4;
(h)Investments received in connection with the settlement of a bona fide dispute with another Person;
(i)Investments consisting of readily marketable securities actively traded on a public exchange, provided that the aggregate amount of any such Investments at any one time does not exceed $100,000,000; and
(j)Investments consisting of the extension of credit to suppliers in the ordinary course of business and any Investments received in satisfaction or partial satisfaction thereof, provided that the aggregate amount of any such Investments at any one time does not exceed $100,000,000;
but in all events, subject to the restrictions of Section 7.12.
7.4Change in Business. Engage in any business other than the businesses as now conducted by Borrower or its Subsidiaries, and any business reasonably related to such businesses, other than: businesses in which Borrower and its Subsidiaries have invested to the extent permitted pursuant to Section 7.3(f).
7.5Liens and Negative Pledges. Create, incur, assume, or suffer to exist, any Lien of any nature upon or with respect to any of their respective Properties, whether now owned or hereafter acquired, or enter or suffer to exist any Contractual Obligation wherein Borrower or any of its Consolidated Subsidiaries agrees not to grant any Lien on any of their Properties, except:
(a)Liens and Contractual Obligations existing on the Closing Date and described in Schedule 4.7, provided that the obligations secured by such Liens are not increased and that no such Lien extends to any Property of Borrower or any Consolidated Subsidiary other than the Property subject to such Lien on the Closing Date;
(b)Liens on Property of any Financial Subsidiary or Foreign Subsidiary securing Indebtedness of that Financial Subsidiary or Foreign Subsidiary, or Contractual Obligations of any Financial Subsidiary or Foreign Subsidiary restricting the grant of any Lien on the Property of such Financial Subsidiary or Foreign Subsidiary;
(c)Liens on Property securing Indebtedness of Borrower or any of its Subsidiaries, or Contractual Obligations restricting the grant of any Lien on Property where such Property secures Indebtedness incurred for the purposes of acquiring and/or developing such Property;
        69



(d)Liens or Contractual Obligations that may exist from time to time under the Loan Documents;
(e)Liens or Contractual Obligations consisting of a Capital Lease covering personal Property entered into in the ordinary course of business;
(f)Permitted Encumbrances;
(g)attachment, judgment and other similar Liens arising in connection with court proceedings, judgments and orders which do not constitute an Event of Default under Section 10.1(i);
(h)Liens on any asset of any Person, or Contractual Obligations of such Person restricting the grant of any Lien on such asset of such Person, in each case existing at the time such Person becomes a Subsidiary and not created in contemplation of such event;
(i)Liens on any asset of any Person, or Contractual Obligations of such Person restricting the grant of any Lien on such asset of such Person, in each case existing at the time such Person is merged or consolidated with or into Borrower or any of its Subsidiaries and not created in contemplation of such event;
(j)Liens on any asset, or Contractual Obligations restricting the grant of any Lien on such asset, in each case existing prior to the acquisition thereof by Borrower or any of its Subsidiaries and not created in contemplation of such acquisition;
(k)Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased and is not secured by additional assets;
(l)Liens arising in the ordinary course of business which (i) do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $10,000,000 individually, or $100,000,000 in the aggregate, and (iii) do not in the aggregate materially detract from the value of the assets covered by such Liens or materially impair the use thereof in the operation of Borrower’s business;
(m)any Contractual Obligations restricting the grant of any Lien; provided, as of any date of determination, such Contractual Obligations do not (x) prohibit first priority, perfected Liens on Properties of Borrower and the Guarantor Subsidiaries in favor of Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted or contingent indemnification or reimbursement Obligations) as of such date, or (y) require that holders of any indebtedness receive Liens ranking senior or pari passu to Liens granted on collateral in favor of Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted or contingent indemnification or reimbursement Obligations) as of such date;
(n)any Contractual Obligations governing any Debt Securities that are not, taken as a whole, materially more restrictive the Contractual Obligations set forth in Section 1008 of the Existing Indenture as in effect on the Closing Date;
(o)assessment district or similar Liens in connection with municipal financings;
(p)a Contractual Obligation wherein Borrower or any of its Subsidiaries agrees to grant any Lien on any of their Properties, if such Contractual Obligation provides for the grant of a Lien on a pari passu basis in favor of Administrative Agent for the benefit of the Banks with respect to the
        70


Obligations and in favor of the holders of such other Indebtedness (other than Subordinated Obligations), if any, as Borrower designates (and Borrower shall, as soon as reasonably possible, provide to the Banks a copy of any such Contractual Obligation);
(q)Liens on Property of a Joint Venture permitted under Section 7.3;
(r)Liens on Property of Borrower or any of its Subsidiaries that secure Non-Recourse Indebtedness, or Contractual Obligations related to such Non-Recourse Indebtedness restricting the grant of any Lien on such Property;
(s)Liens on Property that secure any obligation of Borrower or any of its Subsidiaries under any Profit and Participation Agreement, or any Contractual Obligations under any Profit and Participation Agreements which restrict the granting of any Lien on any Property subject to such Profit and Participation Agreements;
(t)The Contractual Obligation evidenced by the Term Loan Agreement and the other “Loan Documents” (as defined therein), and Contractual Obligations in any other term loan agreement executed after the Closing Date that are not, taken as a whole, materially more restrictive than those contained in the Term Loan Agreement; and
(u)Liens securing the “Obligations” as defined in the Term Loan Agreement and any Liens securing the obligations under any other term loan agreement executed after the Closing Date; provided that such Liens (i) rank pari passu with Liens securing the Obligations (excluding Cash Collateral or Letter of Credit Collateral) and (ii) are granted over the same collateral as Liens securing the Obligations (excluding Cash Collateral or Letter of Credit Collateral).
For purposes of compliance with this Section: (x) in the event that any Lien or Contractual Obligation meets the criteria set forth in more than one of clauses (a) through (u) of this Section, Borrower, in its sole discretion, may classify or reclassify such Lien or Contractual Obligation in any manner that complies with this Section and such Lien or Contractual Obligation shall be treated as having been permitted pursuant to only one of the clauses of this Section; and (y) any Indebtedness secured by a Lien may be divided and classified among more than one of the clauses of this Section.
7.6Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of Borrower other than (a) a transaction that results in Subordinated Obligations, (b) a transaction between or among Borrower and/or its Consolidated Subsidiaries, (c) a transaction that has been authorized by the board of directors or a committee established by the board of directors of Borrower with the favorable vote of a majority of the directors who have no financial or other interest in the transaction or by the vote of a majority of the outstanding shares of capital stock of Borrower, (d) a transaction entered into on terms and under conditions not less favorable to Borrower or any of its Subsidiaries than could be obtained from a Person that is not an Affiliate of Borrower, (e) salary, bonus, equity compensation and other compensation arrangements and indemnification arrangements with directors or officers consistent with past practice or current market practice, or (f) transactions permitted by clauses (b), (c) and (g) of Section 7.3.
7.7Consolidated Tangible Net Worth. Permit Consolidated Tangible Net Worth to be, at the end of any Fiscal Quarter, less than an amount equal to (a) $2,701,014,000, plus (b) an amount equal to 50% of positive Consolidated Net Income for each Fiscal Quarter commencing after August 31, 2025 and ending as of the last day of such Fiscal Quarter (provided that there shall be no reduction hereunder in the event of a consolidated net loss in any such Fiscal Quarter), plus (c) an amount equal to 50% of the cumulative net proceeds received by Borrower from the issuance of its capital stock after August 31, 2025.
        71


7.8Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio to be, at the end of any Fiscal Quarter, greater than 0.60 to 1.00.
7.9Consolidated Interest Coverage Ratio or Minimum Liquidity. Permit both of the following to occur with respect to any Fiscal Quarter:
(a)Liquidity to be less than Consolidated Interest Incurred for the four most recently ended Fiscal Quarters in the aggregate; and
(b)the Consolidated Interest Coverage Ratio to be, at the end of any Fiscal Quarter, less than 1.50 to 1.00.
7.10Distributions.
(a)Make any Distribution if a Default or an Event of Default then exists or if an Event of Default or Default would result therefrom; or
(b)At all times the Consolidated Interest Coverage Ratio is less than 2:00 to 1:00, (i) retire, redeem, purchase or otherwise acquire for value (other than for capital stock of the same type of Borrower or any of its Consolidated Subsidiaries) any shares of capital stock or any warrant or right to acquire shares of capital stock or any other equity security issued by Borrower or any of its Consolidated Subsidiaries; or (ii) make any Investment in any holder of 5% or more of the capital stock (or other equity securities) of Borrower or any of its Consolidated Subsidiaries, if a purpose of such Investment is to avoid the restrictions set forth in subclause (i) above; provided, however, that the restrictions set forth in this Section 7.10(b) shall not apply if all of the following conditions are met:
(i)Unrestricted Cash (calculated on a pro forma basis after giving effect to such retirement, redemption, purchase, acquisition or Investment) equals or exceeds the Aggregate Commitments;
(ii)Total Outstandings (excluding the aggregate undrawn face amount of outstanding Letters of Credit) are zero; and
(iii)no Default or Event of Default then exists or would result therefrom.
(c)Notwithstanding the foregoing provisions of this Section 7.10, Section 7.10 does not prohibit:
(i)retirements, redemptions, purchases, or other acquisitions for value of capital stock, warrants or rights to acquire shares of capital stock or other equity securities (x) from or with employees, officers or directors or former employees, officer or directors (or their estates or beneficiaries under their estates) of Borrower and its Subsidiaries in connection with Borrower’s equity incentive plans or other benefit plans or upon death, disability, retirement, severance or termination or pursuant to any agreement under which the capital stock or other securities were issued or any employment agreement, (y) in connection with cashless exercises of options, warrants or other rights to acquire capital stock or other equity securities, or (z) in lieu of fractional shares;
(ii)the purchase of call options or call spreads by Borrower or its Subsidiaries in connection with any convertible securities offering of Subordinated Obligations by
        72


Borrower, together with the repurchase of shares of capital stock or settlement for cash (in whole or in part) as may be required by the terms of such options or spreads;
(iii)a Distribution made (x) to Borrower or to a Guarantor Subsidiary by any of their respective Subsidiaries or (y) to a wholly-owned Subsidiary of Borrower by any Subsidiary that is not a Loan Party;
(iv)the payment of any Distribution within 60 days after the date of declaration thereof so long as such Distribution was permitted by the provisions of this Agreement at the time of its declaration; or
(v)the making of cash payments in connection with any conversion of convertible securities of Borrower.
7.11Amendments. Amend, waive or terminate any provision in any instrument or agreement governing Subordinated Obligations unless such amendment, waiver or termination would not be materially adverse to the interests of the Banks under this Agreement.
7.12Investment in Subsidiaries and Joint Ventures. Permit, as of the last day of any Fiscal Quarter, Borrower’s equity interest, computed in accordance with Generally Accepted Accounting Principles consistently applied, in all Subsidiaries of Borrower (other than Guarantor Subsidiaries), Financial Subsidiaries, Foreign Subsidiaries, all Joint Ventures and all other entities with financial statements not consolidated with those of Borrower under Generally Accepted Accounting Principles consistently applied to exceed an amount equal to the sum of (a) $104,811,000 plus (b) an amount equal to 20% of Consolidated Tangible Net Worth as of the last day of such Fiscal Quarter.
7.13Borrowing Base Indebtedness Not to Exceed Borrowing Base. Permit Borrowing Base Indebtedness at any time to exceed the Borrowing Base (as set forth in the then most recent Borrowing Base Certificate delivered hereunder by Borrower to Administrative Agent) if Borrower does not hold an Investment Grade Credit Rating at such time.
7.14Regulation U. Permit, any Loan hereunder to be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.
7.15Fiscal Year. Change its fiscal year-end to a date other than November 30.
7.16Sanctions. Directly or indirectly, use the proceeds of any Advance, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, to fund any activities of or business with any Person that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Bank, Arranger, Administrative Agent, Issuing Bank, or otherwise) of Sanctions.
7.17Anti-Corruption Laws. Directly or indirectly use the proceeds of any Advance for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other anti-corruption legislation in other jurisdictions.
7.18Outbound Investments. No Loan Party will, and no Loan Party will permit any of its Subsidiaries to, (a) be or become a “covered foreign person”, as that term is defined in the Outbound Investment Rules, or (b) engage, directly or indirectly, in (i) a “covered activity” or a “covered transaction”,
        73


as each such term is defined in the Outbound Investment Rules, (ii) any activity or transaction that would constitute a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, if Borrower were a U.S. Person or (iii) any other activity that would cause Administrative Agent and/or Banks to be in violation of the Outbound Investment Rules or cause Administrative Agent and/or Banks to be legally prohibited by the Outbound Investment Rules from performing under this Credit Agreement.
ARTICLE VIII.
INFORMATION AND REPORTING REQUIREMENTS
8.1Financial and Business Information of Borrower and Its Subsidiaries. As long as any Loan remains unpaid or any other Obligation remains unpaid, or any portion of the Aggregate Commitments or any Letter of Credit remains outstanding, Borrower shall, unless Administrative Agent (with the approval of the Required Banks) otherwise consents in writing, deliver to Administrative Agent and each of the Banks (except as otherwise provided below) at its own expense:
(a)As soon as reasonably possible, and in any event within 50 days after the close of each Fiscal Quarter of Borrower (other than the fourth Fiscal Quarter), (i) the consolidated and consolidating balance sheet of Borrower and its GAAP Subsidiaries as of the end of such Fiscal Quarter, setting forth in comparative form the corresponding figures for the corresponding Fiscal Quarter of the preceding Fiscal Year, if available, and (ii) the consolidated and consolidating statements of profit and loss and the consolidated statements of cash flows of Borrower and its GAAP Subsidiaries for such Fiscal Quarter and for the portion of the Fiscal Year ended with such Fiscal Quarter, setting forth in comparative form the corresponding periods of the preceding Fiscal Year. Such consolidated and consolidating balance sheets and statements shall be prepared in reasonable detail in accordance with Generally Accepted Accounting Principles consistently applied (other than those which require footnote disclosure of certain matters), and shall be certified by the principal financial officer of Borrower, subject to normal year-end accruals and audit adjustments;
(b)As soon as reasonably possible, and in any event within 90 days after the close of each Fiscal Year of Borrower, (i) the consolidated and consolidating (in accordance with past practices of Borrower) balance sheets of Borrower and its GAAP Subsidiaries as of the end of such Fiscal Year, setting forth in comparative form the corresponding figures at the end of the preceding Fiscal Year and (ii) the consolidated and consolidating (in accordance with past practices of Borrower) statements of profit and loss and the consolidated statements of cash flows of Borrower and its GAAP Subsidiaries for such Fiscal Year, setting forth in comparative form the corresponding figures for the previous Fiscal Year. Such consolidated and consolidating balance sheet and statements shall be prepared in reasonable detail in accordance with Generally Accepted Accounting Principles consistently applied. Such consolidated balance sheet and statements shall be accompanied by a report and opinion of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Borrower, which report and opinion shall state that the examination of such consolidated financial statements by such accountants was made in accordance with generally accepted auditing standards and that such consolidated financial statements fairly present the financial condition, results of operations and of cash flows of Borrower and its GAAP Subsidiaries subject to no exceptions as to scope of audit and subject to no other exceptions or qualifications (other than changes in accounting principles in which the auditors concur) unless such other exceptions or qualifications are approved by the Required Banks in their reasonable discretion. Such accountants’ report and opinion shall be accompanied by a certificate stating that, in conducting the audit examination of books and records necessary for the certification of such financial statements, such accountants have obtained no knowledge of any Default or Event of Default hereunder or, if in the opinion of such accountants, any such Default or Event of Default shall exist, stating the nature and status of such event, and setting forth the applicable calculations under Sections 7.7, 7.8, 7.9, 7.12 and 7.13 as of the date
        74


of the balance sheet. Such consolidating balance sheet and statements shall be certified by a Senior Officer of Borrower;
(c)Promptly after the receipt thereof by Borrower, copies of any audit or management reports submitted to it by independent accountants in connection with any audit or interim audit submitted to the board of directors of Borrower or any of its Consolidated Subsidiaries;
(d)Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to its stockholders, and copies of all annual, regular and periodic reports that Borrower may file or be required to file with the Commission; provided, any of the foregoing reports, statements or communications filed with or furnished to the Commission by Borrower (and which are available online) shall be deemed to have been delivered by Borrower under this Section 8.1;
(e)Promptly upon a Senior Officer of Borrower becoming aware, and in any event within ten (10) Business Days after becoming aware, of the occurrence of any (i) ERISA Event or (ii) “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, in each case, a written notice specifying the nature thereof, what action Borrower and any of its Subsidiaries or any ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or threatened to be taken by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(f)Promptly upon a Senior Officer of Borrower becoming aware, and in any event within five (5) Business Days after becoming aware, of the existence of a Default or an Event of Default, a written notice specifying the nature and period of existence thereof and what action Borrower is taking or proposes to take with respect thereto;
(g)Promptly upon a Senior Officer of Borrower becoming aware, and in any event within five (5) Business Days after becoming aware, that the holder of any evidence of Indebtedness (in a principal amount in excess of $50,000,000) of Borrower or any of its Consolidated Subsidiaries has given notice or taken any other action with respect to a default or event of default, a written notice specifying the notice given or action taken by such holder and the nature of such default or event of default and what action Borrower or its Consolidated Subsidiary is taking or proposes to take with respect thereto;
(h)Promptly upon a Senior Officer of Borrower becoming aware, and in any event within five (5) Business Days after becoming aware, of the existence of any pending or threatened litigation or any investigation by any Governmental Authority that could reasonably be expected to constitute a Material Adverse Effect (provided, that no failure of a Senior Officer to provide notice of any such event shall be the sole basis for any Default or Event of Default hereunder);
(i)As soon as reasonably possible, and in any event prior to the date that is 90 days after the commencement of each Fiscal Year, deliver to Administrative Agent the business plan of Borrower and its Consolidated Subsidiaries for that Fiscal Year, together with projections (in substantially the same format as the Projections) covering the next 2 Fiscal Years; and
(j)Such other data and information as from time to time may be reasonably requested by any of the Banks.
Borrower hereby acknowledges that (i) Administrative Agent will make available to the Banks and the Issuing Banks materials or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on DebtDomain or another similar electronic system
        75


(the “Platform”) and (ii) certain of the Banks may be “public-side” Banks (i.e., Banks that do not wish to receive material non-public information with respect to Borrower or its securities) (each, a “Public Lender”). Borrower hereby agrees that so long as Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities:
(i)all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof;
(ii)by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized Administrative Agent, the Arrangers, the Syndication Agents, the Issuing Banks and the Banks to treat such Borrower Materials as not containing any material non-public information with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 12.9);
(iii)all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and
(iv)Administrative Agent, the Arrangers and the Syndication Agents shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.
Notwithstanding the foregoing, Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.
8.2Compliance Certificate. Concurrently with the delivery of the financial statements described in Section 8.1(a) and (b), Borrower shall deliver to Administrative Agent and the Banks, at Borrower’s sole expense, a Compliance Certificate dated as of the last day of the Fiscal Quarter or Fiscal Year, as the case may be:
(a)setting forth computations showing, in detail reasonably satisfactory to Administrative Agent, whether Borrower and its Consolidated Subsidiaries were in compliance with their obligations to the Banks pursuant to Sections 7.7, 7.8, 7.9 and 7.12;
(b)certifying a sales report by geographical region, in the form attached to the Compliance Certificate, setting forth the number of homes or other Units sold and delivered during such period and in backlog at the end of such period;
(c)certifying an inventory report for such period in the form attached to the Compliance Certificate, summarizing such inventory by type and geographical region;
(d)reporting any change, as of the last day of such Fiscal Quarter, in the listing of Subsidiaries set forth in Schedule 4.4 (as the same may have been revised by previous Compliance Certificates), including changes in Guarantor Subsidiaries;
(e)either
(i)stating that to the best knowledge of the certifying officer as of the date of such certificate there is no Default or Event of Default, or
        76


(ii)if there is a Default or Event of Default as of the date of such certificate, specifying all such Defaults or Events of Default and their nature and status; and
(f)stating, to the best knowledge of the certifying officer, whether any event or circumstance constituting a Material Adverse Effect (other than a Material Adverse Effect which is not particular to Borrower and which is generally known) has occurred since the date of the most recent Compliance Certificate delivered under this Section and, if so, describing such Material Adverse Effect in reasonable detail. No failure of the certifying officer to describe the existence of an event or circumstance constituting a Material Adverse Effect shall be the sole basis for any Default or Event of Default hereunder.
ARTICLE IX.
CONDITIONS
9.1Initial Advances, Etc. The effectiveness of this Agreement, the obligation of each Bank to make its initial Advances hereunder, to continue its participation in Existing Letters of Credit, and of the Issuing Banks to issue Letters of Credit hereunder are subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Banks, in their sole and absolute discretion, shall agree otherwise):
(a)Administrative Agent shall have received all of the following, each dated as of the Closing Date (unless otherwise specified or unless Administrative Agent otherwise agrees) and all in form and substance satisfactory to Administrative Agent and each of the Banks:
(i)executed counterparts of this Agreement, sufficient in number for distribution to the Banks and Borrower;
(ii)a Note executed by Borrower in favor of each Bank requesting a Note, each in a principal amount equal to that Bank’s Pro Rata Share of the Aggregate Commitments, promptly following the Closing Date;
(iii)the Subsidiary Guaranty executed by each Subsidiary which is a Guarantor Subsidiary as of the Closing Date;
(iv)a duly executed Loan Notice;
(v)with respect to Borrower and each Subsidiary which is a Guarantor Subsidiary as of the Closing Date, such documentation as Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower and each such Subsidiary, its qualification to engage in business in each jurisdiction in which it is required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, and the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, and the like;
(vi)the Opinions of Counsel;
(vii)an Officer’s Certificate of Borrower affirming, to the best knowledge of the certifying Senior Officer, that the conditions set forth in Sections 9.1(c) and 9.1(d) have been satisfied;
        77


(viii)a Borrowing Base Certificate calculated as of the last day of the Fiscal Quarter ending on August 31, 2025, showing Borrower to be in compliance with Section 7.13 after giving effect to any Loans made and Letters of Credit issued on the Closing Date;
(ix)the financial statements described in Section 5.5;
(x)a Compliance Certificate calculated as of the last day of the Fiscal Quarter ending on August 31, 2025;
(xi)a duly completed Borrower Detail Form; and
(xii)such other assurances, certificates, documents, consents or opinions relevant hereto as Administrative Agent may reasonably require.
(b)Any fees required to be paid on or before the Closing Date pursuant to the terms of this Agreement or any Fee Letter shall have been paid.
(c)The representations and warranties of Borrower contained in ARTICLE V shall be true and correct in all material respects on and as of the Closing Date.
(d)Borrower and its Consolidated Subsidiaries and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and at and after giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(e)(i) Upon the reasonable request of any Bank made at least ten (10) days prior to the Closing Date, Borrower shall have provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least three (3) days prior to the Closing Date and (ii) at least three (3) days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Bank that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(f)Administrative Agent and Banks shall have received satisfactory evidence that, prior to or substantially concurrently with the Closing Date, the Existing Loan Agreement has been paid off, satisfied, discharged and/or terminated, as applicable.
9.2Any Advance. The obligations of the Banks to make any Advance after the Closing Date are subject to the following conditions precedent:
(a)Administrative Agent shall have received a Loan Notice;
(b)the representations and warranties contained in ARTICLE V (other than the representations and warranties contained in Sections 5.4(a), 5.18 and 5.19 and, if Borrower holds an Investment Grade Credit Rating at such time, Section 5.7(b)) shall be true and correct in all material respects on and as of the date of the Loan as though made on and as of that date (except that the financial statements referred to in Section 5.5(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 8.1(b), and the Borrowing Base Certificate referred to in Section 5.7(b) shall be deemed to refer to the most recent Borrowing Base Certificate delivered pursuant to Section 3.1); it being understood and agreed that any representation or warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects;
        78


(c)Administrative Agent shall have received such other information relating to any matters which are the subject of Section 9.2(b) or the compliance by Borrower with this Agreement as may reasonably be requested by Administrative Agent on behalf of a Bank;
(d)at and after giving effect to such Advance, no Default or Event of Default shall have occurred and be continuing; and
(e)the amount of the Advance does not exceed the unused portion of the Aggregate Commitments.
Each Loan Notice submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section have been satisfied on and as of the date of the Loan requested thereby.
9.3Any Letter of Credit. The obligations of an Issuing Bank to issue, renew or increase any Letter of Credit are subject to the following conditions precedent:
(a)Administrative Agent and the Issuing Bank shall have received a Request for Letter of Credit;
(b)the representations and warranties contained in ARTICLE V (other than the representations and warranties contained in Sections 5.4(a), 5.18 and 5.19 and, if Borrower holds an Investment Grade Credit Rating at such time, Section 5.7(b)) shall be true and correct in all material respects on and as of the date of the issuance of the Letter of Credit as though made on and as of that date (except that the financial statements referred to in Section 5.5(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 8.1(b), and the Borrowing Base Certificate referred to in Section 5.7(b) shall be deemed to refer to the most recent Borrowing Base Certificate delivered pursuant to Section 3.1); it being understood and agreed that any representation or warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects;
(c)Administrative Agent shall have received such other information relating to any matters which are the subject of Section 9.3(b) or the compliance by Borrower with this Agreement as may reasonably be requested by Administrative Agent on behalf of a Bank; and
(d)at and after giving effect to the issuance, renewal or increase of such Letter of Credit, no Default or Event of Default shall have occurred and be continuing.
Each Request for Letter of Credit submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section have been satisfied on and as of the date of the issuance of the Letter of Credit requested thereby.
ARTICLE X.
EVENTS OF DEFAULT AND REMEDIES UPON EVENTS OF DEFAULT
10.1Events of Default. There will be a default hereunder if any one or more of the following events (“Events of Default”) occurs and is continuing, whatever the reason therefor:
(a)failure to pay any installment of principal on any Loan on the date, or any payment in respect of a Letter of Credit pursuant to Section 2.3, when due; or
        79



(b)failure to pay any installment of interest on any of the Loans, or to pay any fee or other amounts due Administrative Agent or any Bank hereunder, within five (5) Business Days after the date when due; or
(c)any failure to comply with Sections 7.1, 7.2, 7.3, 7.5, 7.7, 7.8, 7.9, 7.10, 7.11, 7.12, 7.14 or 8.1(f); or
(d)any failure to comply with Sections 3.1(a), 6.8, 6.9 or 7.6 that remains unremedied for a period of fifteen (15) calendar days after notice by Administrative Agent of such Default or twenty (20) calendar days after a Senior Officer becomes aware of such Default, whichever occurs first; or
(e)Borrower or any other Party fails to perform or observe any other term, covenant, or agreement contained in any Loan Document on its part to be performed or observed within 30 calendar days after notice by Administrative Agent of such Default; or
(f)any representation or warranty in any Loan Document or in any certificate, agreement, instrument, or other document made or deemed made or delivered pursuant to or in connection with any Loan Document proves to have been incorrect when made in any respect material to the ability of Borrower to duly and punctually perform all of the Obligations; or
(g)Borrower or any of its Significant Subsidiaries which is also a Consolidated Subsidiary (i) fails to pay the principal, or any principal installment, of any present or future Indebtedness (other than Non-Recourse Indebtedness), or any guaranty of present or future Indebtedness (other than Non-Recourse Indebtedness) on its part to be paid, when due (or within any stated grace period), whether at the stated maturity, upon acceleration, by reason of required prepayment or otherwise in excess of $50,000,000 in the aggregate or (ii) fails to perform or observe any other material term, covenant, or agreement on its part to be performed or observed, or suffers to exist any condition, in connection with any present or future Indebtedness (other than Non-Recourse Indebtedness), or any guaranty of present or future Indebtedness (other than Non-Recourse Indebtedness), in excess of $50,000,000 in the aggregate, if as a result of such failure or such condition any holder or holders thereof (or an agent or trustee on its or their behalf) has the right to declare it due before the date on which it otherwise would become due or has the right to cause a demand such that such Indebtedness be repurchased, prepaid, defeased or redeemed; or
(h)(x) any written guarantee of the indebtedness and liabilities of Borrower to Administrative Agent and the Banks or any one or more of them arising under the Loan Documents is asserted to be invalid or unenforceable by any Loan Party (other than following the release of any such guarantee contemplated by Section 11.10 or following the termination of such guarantee in accordance with its terms), or (y) any Loan Document, at any time after its execution and delivery and for any reason other than the agreement of all the Banks, satisfaction in full of all the Obligations or in accordance with its terms, ceases to be in full force and effect or is declared by a court of competent jurisdiction to be null and void, invalid, or unenforceable in any respect which is, in the reasonable opinion of the Required Banks, materially adverse to the interest of the Banks; or
(i)a final judgment (or judgments) against Borrower or any of its Significant Subsidiaries which is also a Consolidated Subsidiary is entered for the payment of money in excess of $50,000,000 in the aggregate over the amount of any insurance proceeds reasonably expected to be received and remains unsatisfied, unpaid, undischarged or unbonded without procurement of a stay of execution within 30 calendar days after the date of entry of judgment, or in any event at least 5 calendar days prior to the sale of any assets pursuant thereto; or
        80


(j)Borrower or any Significant Subsidiary of Borrower which is also a Consolidated Subsidiary institutes or consents to any proceeding under a Debtor Relief Law relating to it or to all or any part of its Property, or fails generally, or admits in writing its inability, to pay its debts as they mature, or makes a general assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, or similar officer for it or for all or any part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, or similar officer is appointed without the application or consent of that Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any part of its Property is instituted without the consent of that Person, and continues undismissed or unstayed for 60 calendar days; or
(k)the occurrence of one or more ERISA Events if the aggregate liability of Borrower and its ERISA Affiliates under ERISA as a result thereof could result in a Material Adverse Effect; or
(l)any determination is made by a court of competent jurisdiction that payment of principal or interest or both is due to the holder of any Subordinated Obligations which would not be permitted by Section 7.1 or that any Subordinated Obligation is not subordinated in accordance with its terms to the Obligations.
10.2Remedies Upon Event of Default. Without limiting any other rights or remedies of Administrative Agent or the Banks provided for elsewhere in this Agreement or the Loan Documents, or by applicable Law or in equity, or otherwise:
(a)Upon the occurrence of any Event of Default, and so long as any such Event of Default shall be continuing (other than an Event of Default described in Section 10.1(j) with respect to Borrower or a Guarantor Subsidiary):
(i)all commitments to make Advances or issue Letters of Credit, and all other obligations of Administrative Agent, any Issuing Bank or the Banks with respect to Advances and Letters of Credit shall be suspended without notice to or demand upon Borrower, which are expressly waived by Borrower, except that the Required Banks (or greater number, if so required) may waive the Event of Default or, without waiving, determine, upon terms and conditions satisfactory to the Required Banks (or greater number, if so required), to reinstate the Commitments and make further Advances or issue Letters of Credit, which waiver or determination shall apply equally to, and shall be binding upon, all the Banks; and
(ii)the Required Banks may request Administrative Agent to, and Administrative Agent thereupon shall:
(A)declare the unpaid principal of all Obligations due to the Banks hereunder and under the Notes, an amount equal to the Letter of Credit Usage, all interest accrued and unpaid thereon, and all other amounts payable to the Banks under the Loan Documents to be forthwith due and payable, whereupon the same shall become and be forthwith due and payable, without protest, presentment, notice of dishonor, demand, or further notice of any kind, all of which are expressly waived by Borrower; provided that Administrative Agent shall notify Borrower (by telecopy and, if practicable, by telephone) substantially concurrently with any such acceleration (but the failure of Borrower to receive such notice shall not affect such acceleration); provided further, that all Commitments to make Advances or obligations to issue Letters of Credit, and all other obligations of Administrative
        81


Agent, any Issuing Bank or the Banks with respect to Advances and Letters of Credit under the Loan Documents shall terminate concurrently with such acceleration;
(B)require that Borrower Cash Collateralize or Letter of Credit Collateralize all outstanding Letters of Credit at 103% of the face amount thereof (excluding any portion of such amount that is already Cash Collateralized by operation of another provision of this Agreement); and
(C)apply cash collateral or make drawings under irrevocable standby letters of credit delivered pursuant to Section 2.3(g).
(b)Upon the occurrence of any Event of Default described in Section 10.1(j) with respect to Borrower or a Guarantor Subsidiary:
(i)all Commitments to make Advances or obligations to issue Letters of Credit, and all other obligations of Administrative Agent, any Issuing Bank or the Banks with respect to Advances and Letters of Credit under the Loan Documents shall terminate without notice to or demand upon Borrower, which are expressly waived by Borrower; and
(ii)(A) the unpaid principal of all Obligations due to the Banks hereunder and under the Notes, an amount equal to the Letter of Credit Usage and all interest accrued and unpaid on such Obligations, and all other amounts payable under the Loan Documents shall be forthwith due and payable, without protest, presentment, notice of dishonor, demand, or further notice of any kind, all of which are expressly waived by Borrower; and (B) Administrative Agent may apply cash collateral or make drawings under irrevocable standby letters of credit delivered pursuant to Section 2.3(g).
(c)So long as any Letter of Credit shall remain outstanding, any amounts received by Administrative Agent in respect of the Letter of Credit Usage pursuant to Section 10.2(a)(ii) or 10.2(b)(ii) may be held as cash collateral for the obligation of Borrower to reimburse the Issuing Banks in event of any drawing under any Letter of Credit (and Borrower hereby grants to Administrative Agent for the benefit of the Issuing Banks and the Banks a security interest in such cash collateral). In the event any Letter of Credit in respect of which Borrower has deposited cash collateral with Administrative Agent is canceled or expires, the cash collateral shall be applied first to the reimbursement of the Issuing Banks (or all of the Banks, as the case may be) for any drawings thereunder, second to the payment of any outstanding Obligations of Borrower hereunder or under any other Loan Document, and third to the Person entitled to such amount.
(d)Upon the occurrence of an Event of Default, the Banks and Administrative Agent, or any of them, may proceed to protect, exercise, and enforce their rights and remedies under the Loan Documents against Borrower or any other Party and such other rights and remedies as are provided by Law or equity, without notice to or demand upon Borrower (which are expressly waived by Borrower) except to the extent required by applicable Laws. The order and manner in which the rights and remedies of the Banks under the Loan Documents and otherwise are exercised shall be determined by the Required Banks.
(e)All payments received by Administrative Agent and the Banks, or any of them, after the acceleration of the maturity of the Loans or after the Maturity Date shall be applied first to the costs and expenses (including Attorney Costs) of Administrative Agent, acting as Administrative Agent, and of the Banks and thereafter paid pro rata to the Banks in the same proportion that the aggregate of the unpaid principal amount owing on the Obligations of Borrower to each Bank, plus accrued and unpaid
        82


interest thereon, bears to the aggregate of the unpaid principal amount owing on all the Obligations, plus accrued and unpaid interest thereon. Regardless of how each Bank may treat the payments for the purpose of its own accounting, for the purpose of computing Borrower’s Obligations, the payments shall be applied first, to the costs and expenses of Administrative Agent, acting as Administrative Agent, and the Banks as set forth above, second, to the payment of accrued and unpaid fees hereunder and interest on all Obligations to the Banks, to and including the date of such application (ratably according to the accrued and unpaid interest on the Loans), third, to the ratable payment of the unpaid principal of all Obligations to the Banks, and fourth, to the payment of all other amounts then owing to Administrative Agent or the Banks under the Loan Documents. Subject to Section 10.2(a)(i), no application of the payments will cure any Event of Default or prevent acceleration, or continued acceleration, of amounts payable under the Loan Documents or prevent the exercise, or continued exercise, of rights or remedies of the Banks hereunder or under applicable Law unless all amounts then due (whether by acceleration or otherwise) have been paid in full.
ARTICLE XI.
ADMINISTRATIVE AGENT
11.1Appointment and Authority. Each Bank and Issuing Bank hereby irrevocably appoints Bank of America to act on its behalf as Administrative Agent hereunder and under the other Loan Documents and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this ARTICLE XI are solely for the benefit of Administrative Agent, Banks and Issuing Banks, and neither Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.
11.2Rights as a Bank. The Person serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as a Bank as any other Bank and may exercise the same as though it were not Administrative Agent, and the term “Bank” or “Banks” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, Borrower or any Subsidiary or other Affiliate thereof as if such Person were not Administrative Agent hereunder and without any duty to account therefor to the Banks.
11.3Exculpatory Provisions.
(a)Administrative Agent or the Arrangers, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, Administrative Agent or the Arrangers, as applicable:
(i)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(ii)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Administrative Agent is required to exercise as directed in writing by the Required Banks (or such other number or percentage of the
        83


Banks as shall be expressly provided for herein or in the other Loan Documents); provided that Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Bank in violation of any Debtor Relief Law;
(iii)shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Bank or Issuing Bank, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates, that is communicated to, obtained or in the possession of, Administrative Agent, Arrangers or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to the Banks by Administrative Agent herein;
(iv)shall not be liable for any action taken or not taken by it (A) with the consent or at the request of the Required Banks (or such other number or percentage of the Banks as shall be necessary, or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 12.2 and 10.2), or (B) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to Administrative Agent by Borrower, a Bank or an Issuing Bank; and
(v)shall not be responsible for or have any duty to ascertain or inquire into (A) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (B) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (D) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (E) the satisfaction of any condition set forth in ARTICLE IX or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Administrative Agent.
11.4Reliance by Administrative Agent, Issuing Banks and Banks. Administrative Agent, the Issuing Bank and the Banks shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of an Advance or the issuance, extension, renewal or increase of a Letter of Credit that by its terms must be fulfilled to the satisfaction of a Bank or Issuing Bank, Administrative Agent may presume that such condition is satisfactory to such Bank or Issuing Bank unless Administrative Agent shall have received notice to the contrary from such Bank or Issuing Bank prior to the making of such Advance or the issuance of such Letter of Credit. Administrative Agent may consult with legal counsel (who may be counsel for Borrower), independent accountants and other experts selected
        84


by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
11.5Delegation of Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this ARTICLE XI shall apply to any such sub-agent and to the Related Parties of Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
11.6Resignation of Administrative Agent.
(a)Administrative Agent may at any time give notice of its resignation to the Banks, Issuing Banks and Borrower. Upon receipt of any such notice of resignation, the Required Banks shall have the right, in consultation with Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Banks) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Banks and Issuing Banks, appoint a successor Administrative Agent meeting the qualifications set forth above, provided that in no event shall any such successor Administrative Agent be a Defaulting Banks. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.
(b)If the Person serving as Administrative Agent is a Defaulting Bank pursuant to clause (v) of the definition thereof, the Required Banks may, to the extent permitted by applicable Law, by notice in writing to Borrower and such Person remove such Person as Administrative Agent and, in consultation with Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Banks and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Banks) (the “Removal Closing Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Closing Date.
(c)With effect from the Resignation Effective Date or the Removal Closing Date (as applicable), (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by or to each Bank and Issuing Bank directly, until such time, if any, as the Required Banks appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 4.1(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Closing Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 11.6(c)). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor.
        85


After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this ARTICLE XI and Section 12.8 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.
(d)Any resignation by Bank of America as Administrative Agent pursuant to this Section 11.6 shall also constitute its resignation as an Issuing Bank. If Bank of America resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all L/C Borrowings with respect thereto, including the right to require the Banks to make Base Rate Loans or fund risk participations in unreimbursed amounts of Letters of Credit. Upon the appointment by Borrower of a successor Issuing Bank hereunder (which successor shall in all cases be a Bank other than a Defaulting Bank), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (ii) the retiring Issuing Bank shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.
11.7Non-Reliance on Administrative Agent, the Arrangers and the Other Banks. Each Bank and Issuing Bank expressly acknowledges that none of Administrative Agent nor the Arrangers have made any representation or warranty to it, and that no act by Administrative Agent or the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by Administrative Agent or the Arrangers to any Bank or Issuing Bank as to any matter, including whether Administrative Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Bank and Issuing Bank represents to Administrative Agent and the Arrangers that it has, independently and without reliance upon Administrative Agent, the Arranger, any other Bank or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder. Each Bank and Issuing Bank also acknowledges that it will, independently and without reliance upon Administrative Agent, the Arrangers, any other Bank or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Each Bank and Issuing Bank represents and warrants that (a) the Loan Documents set forth the terms of a commercial lending facility and (b) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Bank or Issuing Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Bank or Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Bank and Issuing Bank agrees not to assert a claim in contravention of the foregoing.
        86


Each Bank and Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Bank or Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.
11.8No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers, Syndication Agents or other titled Persons listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as Administrative Agent, a Bank or Issuing Bank hereunder.
11.9Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, Administrative Agent (irrespective of whether the principal of any Loan or L/C Borrowing shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on Borrower) shall be entitled and empowered by intervention in such proceeding or otherwise:
(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Banks and Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Banks and Administrative Agent and their respective agents and counsel and all other amounts due the Banks and Administrative Agent under Sections 2.3, 2.8 and 12.8) allowed in such judicial proceeding; and
(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Bank to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to the Banks, to pay to Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and its agents and counsel, and any other amounts due Administrative Agent under Sections 2.8 and 12.8.
Nothing contained herein shall be deemed to authorize Administrative Agent to authorize or consent to or accept or adopt on behalf of any Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Bank or to authorize Administrative Agent to vote in respect of the claim of any Bank in any such proceeding.
11.10Guaranty Matters. Each Bank and Issuing Bank acknowledges and irrevocably consents to the release and discharge of any Guarantor Subsidiary from its obligations under the Subsidiary Guaranty by Administrative Agent, without any further consent or authorization by the Banks, as a result of a Change in Status of a Guarantor Subsidiary. Borrower may notify Administrative Agent of any Change in Status of a Guarantor Subsidiary by delivering an Officer’s Certificate, which shall include a reasonably detailed description of such Change in Status and a certification that no Default or Event of Default exists or would result from the release of such Guarantor Subsidiary from its obligations under the Subsidiary Guaranty. Such Officer’s Certificate shall be delivered no later than simultaneously with the delivery of a Compliance Certificate pursuant to Section 8.2 with respect to the Fiscal Quarter during which such Change
        87


in Status occurs. Upon acceptance of such Officer’s Certificate by Administrative Agent, such Guarantor Subsidiary will be released and discharged from its obligations under the Subsidiary Guaranty, automatically, without any further action by Administrative Agent or any Bank, and the Subsidiary that is subject to such Change in Status shall no longer be a Guarantor Subsidiary. Upon request by Administrative Agent at any time, the Required Banks will confirm in writing Administrative Agent’s authority to take any steps to effect the release of any Guarantor Subsidiary from its obligations under the Subsidiary Guaranty pursuant to this Section 11.10.
11.11Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time Administrative Agent makes a payment hereunder in error to any Bank or Issuing Bank, whether or not in respect of an Obligation due and owing by Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Bank or Issuing Bank receiving a Rescindable Amount severally agrees to repay to Administrative Agent forthwith on demand the Rescindable Amount received by such Bank or Issuing Bank in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. Each Bank and Issuing Bank irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. Administrative Agent shall inform each Bank and Issuing Bank promptly upon determining that any payment made to such Bank or Issuing Bank comprised, in whole or in part, a Rescindable Amount.
ARTICLE XII.
MISCELLANEOUS
12.1Cumulative Remedies; No Waiver. No failure by any Bank, any Issuing Bank or Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Administrative Agent in accordance with Section 10.2 for the benefit of all the Banks and the Issuing Banks; provided, however, that the foregoing shall not prohibit (a) Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Bank) hereunder and under the other Loan Documents, (c) any Bank from exercising setoff rights in accordance with Section 12.11 (subject to the terms of Section 2.12), or (d) any Bank from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Banks shall have the rights otherwise ascribed to Administrative Agent pursuant to Section 10.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso
        88


and subject to Section 2.12, any Bank may, with the consent of the Required Banks, enforce any rights and remedies available to it and as authorized by the Required Banks.
12.2Amendments; Consents. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Required Banks and Borrower, and acknowledged by Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose given; and without the approval in writing of all of the affected Banks, no amendment, waiver or consent may be effective:
(a)to amend or modify the principal of, or the amount of principal or principal prepayments payable on any Obligation, to increase the Exposure of any Bank without the consent of that Bank, to decrease the rate of any interest or fee payable to any Bank without the consent of that Bank, or to reduce or waive any interest or other amount payable to any Bank without the consent of that Bank;
(b)to postpone any date fixed for any payment of principal of, prepayment of principal of, or any installment of interest on, any Obligation owing to a Bank or any installment of any fee owing to a Bank, or to extend the term of the Commitment of such Bank without the consent of that Bank;
(c)to amend or modify the provisions of the definitions in Section 1.1 of “Required Banks” or of Section 12.2, or any provision providing for the ratable or pro rata treatment of the Banks without the consent of each Bank;
(d)release any Guarantor Subsidiary from liability under the Subsidiary Guaranty (except as provided in Section 11.10); or
(e)to amend or modify any provision of this Agreement or the Loan Documents that expressly requires the consent or approval of all the Banks without the consent of each Bank.
Any amendment, waiver or consent pursuant to this Section 12.2 shall apply equally to, and shall be binding upon, all the Banks and Administrative Agent. Any amendment, waiver or consent pursuant to this Section 12.2 that permits the sale or other transfer of the capital stock of (or all or substantially all of the assets of) a Guarantor Subsidiary shall automatically release the Guarantor Subsidiary effective concurrently with such sale or other transfer.
In addition, no amendment, modification, termination or waiver of any provision (i) of Section 2.3 shall be effective without the written concurrence of Administrative Agent and, with respect to the purchase of participations in Letters of Credit, without the written concurrence of applicable Issuing Banks that have issued an outstanding Letter of Credit or has not been reimbursed for a payment under a Letter of Credit, or (ii) of ARTICLE XI or of any other provision of this Agreement which, by its terms, expressly requires the approval or concurrence of Administrative Agent shall be effective without the written concurrence of Administrative Agent.
If any Bank does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Bank and that has been approved by the Required Banks, Borrower may replace such non-consenting Bank (each a “Non-Consenting Bank”) in accordance with Section 12.23; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by Borrower to be made pursuant to this paragraph).
Anything herein to the contrary notwithstanding, during such period as a Bank is a Defaulting Bank, to the fullest extent permitted by applicable Law, such Bank will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Bank hereunder will not be taken into account in determining whether the Required Banks or all of the
        89


Banks, as required, have approved any such amendment or waiver (and the definition of “Required Banks” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase the Exposure or extend the term of the Commitment of such Defaulting Bank, postpone the date fixed for the payment of principal or interest owing to such Defaulting Bank hereunder, reduce the principal amount of any Obligation owing to such Defaulting Bank, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Bank or of any fee payable to such Defaulting Bank hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Bank.
Notwithstanding any provision herein to the contrary, if Administrative Agent and Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits thereto), then Administrative Agent and Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.
12.3Nature of Banks’ Obligations. Nothing contained in this Agreement or any other Loan Document and no action taken by Administrative Agent or the Banks or any of them pursuant hereto or thereto may, or may be deemed to, make the Banks a partnership, an association, a joint venture, or other entity, either among themselves or with Borrower. The obligations of the Banks hereunder to make Advances and to fund participations in Letters of Credit are several and not joint or joint and several. The failure of any Bank to make any Advance or to fund any such participation on any date required hereunder shall not relieve any other Bank of its corresponding obligation to do so on such date, and no Bank shall be responsible for the failure of any other Bank to so make its Advance or purchase its participation.
12.4Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by Administrative Agent and each Bank, regardless of any investigation made by Administrative Agent or any Bank or on their behalf and notwithstanding that Administrative Agent or any Bank may have had notice or knowledge of any Default at the time of the making of any Advance or the issuance of any Letter of Credit, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.
12.5Notices and Other Communications; Facsimile Copies.
(a)Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 12.5(b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier or electronic mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
(i)if to Borrower, Administrative Agent, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 11.6; and
(ii)if to any other Bank, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Bank on its
        90


Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to Borrower).
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in Section 12.5(b) below, shall be effective as provided in Section 12.5(b).
(b)Electronic Communications. Notices and other communications to the Banks and the Issuing Banks hereunder may be delivered or furnished by electronic communication (including email and Internet or intranet websites) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Bank or the Issuing Banks pursuant to ARTICLE II if such Bank or such Issuing Bank, as applicable, has notified Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. Administrative Agent, any Issuing Bank or Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.
(c)The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM ANY BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH ANY BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrower, any Bank, any Issuing Bank or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrower’s, any Loan Party’s or Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Bank, any Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
        91


(d)Change of Address, Etc. Each of Borrower, Administrative Agent and the Issuing Banks may change its address, telecopier number, electronic mail address or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Bank may change its address, telecopier number, electronic mail address or telephone number for notices and other communications hereunder by notice to Borrower, Administrative Agent and the Issuing Banks. In addition, each Bank agrees to notify Administrative Agent from time to time to ensure that Administrative Agent has on record:
(i)an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and accurate wire instructions for such Bank. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to any Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Borrower or its securities for purposes of United States Federal or state securities laws.
(e)Reliance by Administrative Agent, Issuing Banks and Banks. Administrative Agent, the Issuing Banks and the Banks shall be entitled to rely and act upon any notices (including telephonic notices, Loan Notices, notices of prepayment and Letter of Credit Applications) purportedly given by or on behalf of Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify Administrative Agent, each Issuing Bank, each Bank and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of Borrower. All telephonic notices to and other telephonic communications with Administrative Agent may be recorded by Administrative Agent, and each of the parties hereto hereby consents to such recording.
12.6Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document, and any document, any amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document (each a “Communication”), including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties and each of Administrative Agent and the Banks agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Administrative Agent and each of the Banks may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the
        92


same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, neither Administrative Agent nor Issuing Bank is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent Administrative Agent or Issuing Bank has agreed to accept such Electronic Signature, Administrative Agent and each of the Banks shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Bank without further verification and (b) upon the request of Administrative Agent or any Bank, any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC § 7006, as it may be amended from time to time.
Neither Administrative Agent nor Issuing Bank shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with Administrative Agent’s or Issuing Bank’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). Administrative Agent and Issuing Bank shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).
Each of the Loan Parties and each Bank hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement, such other Loan Document, and (ii) waives any claim against Administrative Agent, each Bank and each Related Party for any liabilities arising solely from Administrative Agent’s and/or any Bank’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute this Agreement and any other Communication through electronic means and there are no restrictions on doing so in that party’s constitutive documents.
12.7Successors and Assigns.
(a)Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of Administrative Agent and each Bank and no Bank may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of clause (b) of this Section, (ii) by way of participation in accordance with the provisions of clause (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in clause (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of Administrative Agent, the Issuing Bank and the Banks) any legal or equitable right, remedy or claim under or by reason of this Agreement.
        93


(b)Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 12.7(b), participations in Letters of Credit) at the time owing to it); provided that any such assignment shall be subject to the following conditions:
(i)Minimum Amounts.
(A)in the case of an assignment of the entire remaining amount of the assigning Bank’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in clause (b)(i)(B) of this Section 12.7 in the aggregate or in the case of an assignment to a Bank, an Affiliate of a Bank or an Approved Fund, no minimum amount need be assigned; and
(B)any case not described in clause (b)(i)(A) of this Section 12.7, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Bank subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii)Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii)Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section 12.7 and, in addition:
(A)the consent of Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Bank, an Affiliate of a Bank or an Approved Fund; provided that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that Borrower’s consent shall not be required during the primary syndication of the credit facility provided herein;
(B)the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments to a Person that is not a Bank, an Affiliate of such Bank or an Approved Fund with respect to such Bank; and
(C)the consent of each Issuing Bank shall be required for any assignment.
        94


(iv)Assignment and Assumption. The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Eligible Assignee, if it is not a Bank, shall deliver to Administrative Agent an Administrative Questionnaire.
(v)No Assignment to Certain Persons. No such assignment shall be made (A) to Borrower or any of Borrower’s Affiliates or Subsidiaries, (B) to any Defaulting Bank or any of its Subsidiaries, or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural Persons).
(vi)Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Bank hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Borrower and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Bank, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Bank to Administrative Agent, any Issuing Bank or any Bank hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Bank hereunder shall become effective under applicable Law without compliance with the provisions of this clause (vi), then the assignee of such interest shall be deemed to be a Defaulting Bank for all purposes of this Agreement until such compliance occurs.
(vii)Subject to acceptance and recording thereof by Administrative Agent pursuant to clause (c) of this Section 12.7, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 4.1, 4.4, 4.5 and 12.8 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Bank. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this clause (b) shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and
        95


obligations in accordance with clause (d) of this Section 12.7. Any costs and expenses incurred in connection with an assignment hereunder shall be paid by the Eligible Assignee (except as otherwise provided in Section 12.23).
(c)Register. Administrative Agent, acting solely for this purpose as an agent of Borrower (and such agency being solely for Tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Banks, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Borrowings owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Borrower, Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior notice.
(d)Participations. Any Bank may at any time, without the consent of, or notice to, Borrower or Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural Persons, a Defaulting Bank or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Bank’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Bank’s participations in L/C Borrowings) owing to it); provided that (i) such Bank’s obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower, Administrative Agent, the Banks and the Issuing Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. For the avoidance of doubt, each Bank shall be responsible for the indemnity under Section 12.8(c) without regard to the existence of any participation.
Any agreement or instrument pursuant to which a Bank sells such a participation shall provide that such Bank shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Bank will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Sections 12.2(a) or 12.2(b) that directly affects such Participant; provided further, that any Bank selling a participation shall endeavor promptly to give Borrower notice following any such sale, but the failure to give such notice will not give rise to any liability on the part of such Bank or otherwise affect the validity of any such sale. Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.1, 4.4 and 4.5 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to clause (b) of this Section 12.7 (it being understood that the documentation required under Section 4.1(e) shall be delivered to the Bank who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 4.6 and 12.23 as if it were an assignee under clause (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 4.1 or 4.4, with respect to any participation, than the Bank from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Bank that sells a participation agrees, at Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 4.6 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.11 as though it were a Bank; provided that such Participant agrees to be subject to Section 2.12 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal
        96


amounts (and stated interest) of each Participant’s interest in the Commitment or the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(e)Certain Pledges. Any Bank may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Bank, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Bank from any of its obligations hereunder or substitute any such pledgee or assignee for such Bank as a party hereto.
(f)Resignation as Issuing Bank after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any Issuing Bank assigns all of its Commitment and Loans pursuant to clause (b) above, such Issuing Bank may, upon 30 days’ notice to Administrative Agent, Borrower and the Banks, resign as an Issuing Bank. In the event of any such resignation as an Issuing Bank, Borrower shall be entitled to appoint from among the Banks a successor Issuing Bank hereunder; provided, however, that no failure by Borrower to appoint any such successor shall affect the resignation of the applicable Issuing Bank as an Issuing Bank. If the applicable Issuing Bank resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an Issuing Bank and all L/C Borrowings with respect thereto (including the right to require the Banks to make Daily SOFR Rate Loans or fund risk participations in unreimbursed amounts). Upon the appointment of a successor Issuing Bank, (x) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, and (y) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable retiring Issuing Bank to effectively assume the obligations of the applicable retiring Issuing Bank with respect to such Letters of Credit.
12.8Expenses; Indemnity; Damage Waiver.
(a)Costs and Expenses. Borrower shall pay (i) all reasonable and documented out of pocket expenses incurred by Administrative Agent and its Affiliates (including the reasonable documented fees, charges and disbursements of counsel for Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out of pocket expenses incurred by the Issuing Banks in connection with the issuance, amendment, extension, reinstatement or renewal of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out of pocket expenses incurred by Administrative Agent, any Bank or any Issuing Bank (including the reasonable and documented fees, charges and disbursements of any counsel for Administrative Agent, any Bank or any Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 12.8, or (B) in connection with the Loans
        97


made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.
(b)Indemnification by Borrower. Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Bank and each Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Borrower or any other Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, (including the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 4.1), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from a claim not involving an act or omission of Borrower and that is brought by an Indemnitee against another Indemnitee (other than against the Arranger or Administrative Agent in their capacities as such). Without limiting the provisions of Section  4.1(c), this Section 12.8 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
(c)Reimbursement by Banks. To the extent that Borrower for any reason fails to indefeasibly pay any amount required under clauses (a) or (b) of this Section 12.8 to be paid by it to Administrative Agent (or any sub-agent thereof), any Issuing Bank or any Related Party of any of the foregoing, each Bank severally agrees to pay to Administrative Agent (or any such sub-agent), such Issuing Bank or such Related Party, as the case may be, such Bank’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Bank’s share of the Total Outstandings at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Bank), such payment to be made severally among them based on such Bank’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Administrative Agent (or any such sub-agent) or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for Administrative Agent (or any such sub-agent), such Issuing Bank in connection with such capacity. The obligations of the Banks under this clause (c) are subject to the provisions of Section 2.11(d).
        98


(d)Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, Borrower shall not assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.
(e)Payments. All amounts due under this Section 12.8 shall be payable not later than ten (10) Business Days after demand therefor.
(f)Survival. The agreements in this Section 12.8 and the indemnity payment provisions of Section 11.6 shall survive the resignation of Administrative Agent and the Issuing Banks, the replacement of any Bank, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.
12.9Treatment of Certain Information; Confidentiality. Each of Administrative Agent, the Banks and the Issuing Banks agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates, its auditors and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 12.9, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Bank or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 12.9, (y) becomes available to Administrative Agent, any Bank, any Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than Borrower or (z) is independently discovered or developed by a party hereto without utilizing any Information received from Borrower or violating the terms of this Section 12.9. In addition, Administrative Agent and the Banks may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Banks to the extent such information is customarily provided in order to obtain league table credit.
        99


For purposes of this Section 12.9, “Information” means all information received from Borrower or any Subsidiary relating to Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to Administrative Agent, any Bank or any Issuing Bank on a nonconfidential basis prior to disclosure by Borrower or any Subsidiary, provided that, in the case of information received from Borrower or any Subsidiary after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 12.9 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
Each of Administrative Agent, the Banks and the Issuing Banks acknowledges that (a) the Information may include material non-public information concerning Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.
For the avoidance of doubt, nothing herein prohibits any individual from communicating or disclosing information regarding suspected violations of laws, rules, or regulations to a governmental, regulatory, or self-regulatory authority without any notification to any Person.
12.10Other Dealings. Any Bank may, without liability to account to the other Banks, accept deposits from, lend money or provide credit facilities to and generally engage in any kind of banking or other business with Borrower and its Subsidiaries.
12.11Right of Setoff — Deposit Accounts. Upon the occurrence of an Event of Default and the acceleration of maturity of the principal indebtedness pursuant to Section 10.2, Borrower hereby specifically authorizes each Bank and each Issuing Bank in which Borrower maintains a deposit account (whether a general or special deposit account, other than trust accounts) or a certificate of deposit to setoff any Obligations owed to such Bank or Issuing Bank against such deposit account or certificate of deposit without prior notice to Borrower (which notice is hereby waived) whether or not such deposit account or certificate of deposit has then matured. Nothing in this Section shall limit or restrict the exercise by a Bank or Issuing Bank of any right to setoff or banker’s lien under applicable Law, subject to the approval of the Required Banks.
12.12Further Assurances. Borrower shall, at its expense and without expense to the Banks or Administrative Agent, do, execute, and deliver such further acts and documents as any Bank or Administrative Agent from time to time reasonably requires for the assuring and confirming unto the Banks or Administrative Agent the rights hereby created or intended now or hereafter so to be, or for carrying out the intention or facilitating the performance of the terms of any Loan Document; provided that this Section 12.12 is not intended to create any affirmative obligation on the part of Borrower to provide additional collateral security, additional guarantors or other credit enhancement with respect to the Obligations.
12.13Integration; Effectiveness. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and supersedes all prior agreements, written or oral (including the mandate letter and the summary of terms relating to this Agreement), on the subject matter hereof except as provided in Section 9.1 hereof or otherwise expressly provided herein to the contrary. The Loan Documents were drafted with the joint participation of Borrower and the Banks and shall be construed neither against nor in favor of either, but rather in accordance with the fair meaning thereof. Except as provided in Section 9.1, this Agreement shall become effective when it shall have been executed by Administrative Agent and when Administrative Agent shall have received
        100


counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
12.14Governing Law; Jurisdiction; Etc.
(a)GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b)SUBMISSION TO JURISDICTION. BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST ADMINISTRATIVE AGENT, ANY BANK, ANY ISSUING BANK, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ADMINISTRATIVE AGENT, ANY BANK OR ANY ISSUING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(c)WAIVER OF VENUE. BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN CLAUSE (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(d)SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12.5. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
        101


12.15Severability of Provisions. Any provision in any Loan Document that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.
12.16Headings. Article and section headings in this Agreement and the other Loan Documents are included for convenience of reference only and are not part of this Agreement or the other Loan Documents for any other purpose.
12.17Conflict in Loan Documents. To the extent there is any actual irreconcilable conflict between the provisions of this Agreement and any other Loan Document, the provisions of this Agreement shall prevail.
12.18Waiver of Right to Trial by Jury. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.18.
12.19Purported Oral Amendments. BORROWER EXPRESSLY ACKNOWLEDGES THAT THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY ONLY BE AMENDED OR MODIFIED, OR THE PROVISIONS HEREOF OR THEREOF WAIVED OR SUPPLEMENTED, BY AN INSTRUMENT IN WRITING THAT COMPLIES WITH SECTION 12.2. BORROWER AGREES THAT IT WILL NOT RELY ON ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR ORAL OR WRITTEN STATEMENTS BY ANY REPRESENTATIVE OF ANY AGENT OR ANY BANK THAT DOES NOT COMPLY WITH SECTION 12.2 TO EFFECT AN AMENDMENT, MODIFICATION, WAIVER OR SUPPLEMENT TO THE AGREEMENT OR THE OTHER LOAN DOCUMENTS.
12.20Payments Set Aside. To the extent that any payment by or on behalf of Borrower is made to Administrative Agent or any Bank, or Administrative Agent or any Bank exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Administrative Agent or such Bank in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Bank severally agrees to pay to Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.
12.21Reserved.
        102


12.22Certain Notices. Each Bank and Administrative Agent (for itself and not on behalf of any Bank) hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and, to the extent applicable, the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow such Bank or Administrative Agent, as applicable, to identify Borrower in accordance with the PATRIOT Act and, to the extent applicable, the Beneficial Ownership Regulation. Borrower hereby agrees to provide any such information that is reasonably requested by any Bank or Administrative Agent.
12.23Replacement of Banks. If Borrower is entitled to replace a Bank pursuant to the provisions of Section 4.6, or if any Bank is a Defaulting Bank or a Non-Consenting Bank or if any other circumstance exists hereunder that gives Borrower the right to replace a Bank as a party hereto, then Borrower may, at its sole expense and effort, upon notice to such Bank and Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.7), all of its interests, rights (other than its existing rights to payments pursuant to Sections 4.1 and 4.4) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that:
(a)Borrower shall have paid to Administrative Agent the assignment fee specified in Section 12.7(b);
(b)such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.5) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);
(c)in the case of any such assignment resulting from a claim for compensation under Sections 4.4(a) or 4.5 or payments required to be made pursuant to Section 4.1, such assignment will result in a reduction in such compensation or payments thereafter;
(d)such assignment does not conflict with applicable Laws; and
(e)in the case of an assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable amendment, waiver or consent.
A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.
Each party hereto agrees that (a) an assignment required pursuant to this Section may be effected pursuant to an Assignment and Assumption executed by Borrower, Administrative Agent and the assignee and (b) the Bank required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Bank, provided, further that any such documents shall be without recourse to or warranty by the parties thereto.
12.24No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or
        103


of any other Loan Document), Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by Administrative Agent, the Arrangers and the Banks are arm’s-length commercial transactions between Borrower, each other Loan Party and their respective Affiliates, on the one hand, and Administrative Agent, the Arrangers and the Banks, on the other hand, (B) each of Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) Administrative Agent, each Arranger and each Bank is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither Administrative Agent, any Arranger nor any Bank has any obligation to Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) Administrative Agent, the Arrangers and the Banks and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Borrower, the other Loan Parties and their respective Affiliates, and neither Administrative Agent, any Arranger nor any Bank has any obligation to disclose any of such interests to Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of Borrower and each other Loan Party hereby waives and releases any claims that it may have against Administrative Agent, the Arrangers or any Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
12.25Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution, and (b) the effects of any Bail-In Action on any such liability, including, if applicable, (i) a reduction in full or in part or cancellation of any such liability, (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.
12.26Certain ERISA Matters.
(a)Each Bank (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, Administrative Agent and not, for the avoidance of doubt, to or for the benefit of Borrower or any other Loan Party, that at least one of the following is and will be true:
(i)such Bank is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Bank’s entrance
        104


into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,
(ii)the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Bank’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
(iii)(A) such Bank is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Bank to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Bank, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Bank’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or
(iv)such other representation, warranty and covenant as may be agreed in writing between Administrative Agent, in its sole discretion, and such Bank.
(b)In addition, unless either (1) clause (i) in the immediately preceding clause (a) is true with respect to a Bank or (2) a Bank has provided another representation, warranty and covenant in accordance with clause (iv) in the immediately preceding clause (a), such Bank further (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, Administrative Agent and not, for the avoidance of doubt, to or for the benefit of Borrower or any other Loan Party, that Administrative Agent is not a fiduciary with respect to the assets of such Bank involved in such Bank’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).
12.27Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If Administrative Agent or any Bank shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to Borrower. In determining whether the interest contracted for, charged, or received by Administrative Agent or a Bank exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
        105


12.28Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):
(a)In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Bank shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
(b)As used in this Section, the following terms have the following meanings:
BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
[Remainder of Page Intentionally Left Blank]
        106


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
KB HOME, a Delaware Corporation
By:
/s/ Robert R. Dillard____________________
Name: Robert R. Dillard
Title: Executive Vice President and Chief Financial Officer


Signature Page to
Credit Agreement


BANK OF AMERICA, N.A., as Administrative Agent, a Bank and an Issuing Bank
By:
/s/ Thomas W. Nowak___________________
Name: Thomas W. Nowak
Title: Senior Vice President


Signature Page to
Credit Agreement


WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Bank and an Issuing Bank
By:
/s/ Bret Sumner_______________________
Name: Bret Sumner
Title: Executive Director


Signature Page to
Credit Agreement


BMO BANK N.A., as a Bank and an Issuing Bank
By:
/s/ Lisa Smith Boyer____________________
Name: Lisa Smith Boyer
Title: Director

Signature Page to
Credit Agreement


FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Bank and an Issuing Bank
By:
/s/ Beverly J. Hicks_____________________
Name: Beverly J. Hicks
Title: Senior Vice President

Signature Page to
Credit Agreement


CITIZENS BANK, N.A., as a Bank and an Issuing Bank
By:
/s/ Doug Kennedy______________________
Name: Doug Kennedy
Title: Sr Vice President

Signature Page to
Credit Agreement


JPMORGAN CHASE BANK, N.A., as a Bank and an Issuing Bank
By:
/s/ Antonios Vavdinos___________________
Name: Antonios Vavdinos
Title: Authorized Signer

Signature Page to
Credit Agreement


U.S. BANK NATIONAL ASSOCIATION, as a Bank and an Issuing Bank
By:
/s/ David Prowse_______________________
Name: David Prowse
Title: Senior Vice President


Signature Page to
Credit Agreement


PNC BANK, NATIONAL ASSOCIATION, as a Bank and an Issuing Bank
By:
/s/ Jared Hogan________________________
Name: Jared Hogan
Title: Officer

Signature Page to
Credit Agreement


ZIONS BANCORPORATION, N.A. DBA CALIFORNIA BANK & TRUST, as a Bank and an Issuing Bank
By:
/s/ Matt Kunkle________________________
Name: Matt Kunkle
Title: Vice President

Signature Page to
Credit Agreement


FLAGSTAR BANK, N.A., as a Bank and an Issuing Bank
By:
/s/ Nathan Boyle_______________________
Name: Nathan Boyle
Title: Vice President

Signature Page to
Credit Agreement


TEXAS CAPITAL BANK, as a Bank and an Issuing Bank
By:
/s/ Cole Bitting_________________________
Name: Cole Bitting
Title: VP

Signature Page to
Credit Agreement


CIBC BANK USA, as a Bank and an Issuing Bank
By:
/s/ Gavin Henderson____________________
Name: Gavin Henderson
Title: Managing Director

Signature Page to
Credit Agreement


THIRD COAST BANK, a Texas state bank
as a Bank and an Issuing Bank
By:
/s/ Tiffany Barfield_____________________
Name: Tiffany Barfield
Title: Bank Officer
Signature Page to
Credit Agreement


EXHIBIT A
FORM OF ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [__] (the “Assignor”) and [__] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement identified below (the “Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (a) all of the Assignor’s rights and obligations as a Bank under the Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Bank) against any Person, whether known or unknown, arising under or in connection with the Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.
1.    Assignor:    [__]
2.    Assignee:     [__] [and is an Affiliate or Approved Fund of [identify Bank]1]
3.    Borrower(s):     KB Home, a Delaware corporation
4.    Administrative Agent: Bank of America, N.A., as the administrative agent under the Agreement
5.    Agreement: Credit Agreement, dated as of November 12, 2025, among KB Home, the Banks parties thereto, and Bank of America, N.A., as Administrative Agent, as amended, restated, extended, supplemented or otherwise modified from time to time.
6.    Assigned Interest:
1Select as applicable.



Aggregate Amount of
Commitment
for all Banks2
Amount of Commitment
Assigned
2
Pro Rata Share Assigned of
Aggregate
Commitment3
$[__]
$[__]
[__]%
$[__]
$[__]
[__]%
$[__]
$[__]
[__]%

[7.    Trade Date:     [__]]4
Effective Date:     [__]
The terms set forth in this Assignment and Assumption are hereby agreed to:
[ASSIGNOR]
[NAME OF ASSIGNOR]
By:
Name:
Title:

[ASSIGNEE]
[NAME OF ASSIGNEE]
By:
Name:
Title:
2Amount to be adjusted by the counterparties to take into account any payments or prepayments made between
3Set forth, to at least 9 decimals, as a percentage of the Commitment of all Banks thereunder.
4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.



[Consented to and] Accepted:
BANK OF AMERICA, N.A.
as Administrative Agent
1
By:
Name:
Title:

[Consented to:]
KB HOME,
as Borrower
2
By:
Name:
Title:
1To be added only if the consent of the Administrative Agent is required by the terms of the Agreement.
2To be added only if the consent of the Borrower is required by the terms of the Agreement.



ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
1.    Representations and Warranties.
1.1.    Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
1.2.    Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Bank under the Agreement, (ii) it meets all requirements of an Eligible Assignee under the Agreement (subject to receipt of such consents as may be required under the Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Agreement as a Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Bank thereunder, (iv) it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Bank, and (v) attached hereto is any documentation required to be delivered by it pursuant to the terms of the Agreement, including Section 4.1(g) thereof, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Bank.
2.    Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.
3.    General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.



EXHIBIT B
Borrowing Base Certificate Date: [__]
FORM OF BORROWING BASE CERTIFICATE
The undersigned Senior Officer, being the duly elected [__] of KB Home, a Delaware corporation (the “Borrower”), hereby certifies that the following is a true and correct calculation of the Borrowing Base as of [__], (the “Statement Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement, dated as of November 12, 2025, as amended, restated, extended, supplemented or otherwise modified from time to time (the “Agreement”), by and among the Borrower, the Banks from time to time party thereto (the “Banks”), and Bank of America, N.A., as Administrative Agent.
I.    Borrowing Base Calculation.
A.    Borrowing Base. The following Escrow Receivables, Homes Under Construction, Land Under Development, Land Held for Future Development, Land Held for Sale and Unrestricted Cash of the Borrower or any Borrowing Base Subsidiary qualify for inclusion in the Borrowing Base (all figures are as of Statement Date):
1.
100% of the aggregate GAAP Value of Escrow Receivables
$[__]
2.
90% of the aggregate GAAP Value of Homes Under Construction
$[__]
3.
65% of the aggregate GAAP Value of Land Under Development
$[__]
4.
50% of the aggregate GAAP Value of Land Held for Future Development and Land Held for Sale1
$[__]
5.
At Borrower’s election, 100% of Unrestricted Cash in excess of $15,000,0002
$[__]
6.
Total Borrowing Base (Lines I.A.1+2+3+4+5)
$[__]

B.    Borrowing Base Indebtedness. The following figures are as of the Statement Date:
1Line I.A.4 shall not exceed 40% of the amount in Line I.A.6. The value of any unentitled land or land under option shall not be included in the Borrowing Base.
2Such amount to exclude the amount over $15,000,000 used for the calculation of Liquidity in the Financial Covenant (Section 7.9 of the Credit Agreement).



1.
Loans
$[__]
2.
Letter of Credit Usage with respect to Financial Letters of Credit that are not Cash Collateralized or Letter of Credit Collateralized (computed as if all Financial Letters of Credit were Letters of Credit issued under the Agreement)
$[__]
3.
Other Borrowing Base Indebtedness3
$[__]
4.
Total Borrowing Base Indebtedness (Lines I.B.1+2+3)
$[__]

C.    Borrowing Base Surplus/(Deficit) at the Statement Date.

(Line I.A.6 minus Line I.B.4)
$[__]

IN WITNESS WHEREOF, the undersigned has executed this Borrowing Base Certificate as of [__].

KB HOME,
a Delaware corporation
By:
Name:
Title:
3Line I.B.3 shall not include Subordinated Obligations or Non-Recourse Indebtedness.



EXHIBIT C
FORM OF COMPLIANCE CERTIFICATE
Financial Statement Date: [__]
To:    Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of November 12, 2025 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”), among KB HOME, a Delaware corporation (the “Borrower”), the Banks from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not defined herein have the meanings given to them in the Agreement.
The undersigned Senior Officer hereby certifies as of the date hereof that he/she is the [__] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower, and that:
[Use following paragraph 1 for fiscal year-end financial statements]
1.    Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 8.1(b) of the Agreement for the Fiscal Year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.
[Use following paragraph 1 for fiscal quarter-end financial statements]
1.    Attached hereto as Schedule 1 are the unaudited financial statements required by Section 8.1(a) of the Agreement for the Fiscal Quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Borrower and its GAAP Subsidiaries in accordance with Generally Accepted Accounting Principles as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.
2.    Attached hereto as Schedule 2 is a sales report by geographical region which is true and correct in all material respects and which sets forth the number of homes or other Units sold and delivered during the Fiscal Quarter of the Borrower ended as of the above date and the backlog at the end of such period.
3.    Attached hereto as Schedule 3 is an inventory report which is true and correct in all material respects and which summarizes Borrower’s inventory by type and geographical region as of the Fiscal Quarter of the Borrower ended as of the above date.
[select one.]
4.    [To the best knowledge of the undersigned as of the date hereof, there is no Default or Event of Default.]
[or]



[The following is a list of each Default or Event of Default as of the date hereof and the nature and status of each such Default or Event of Default:]
5.    To the best knowledge of the undersigned,
[select one:]
[no event or circumstance constituting a Material Adverse Effect (other than a Material Adverse Effect which is not particular to the Borrower and which is generally known) has occurred since the date of the most recent Compliance Certificate delivered under Section 8.2 of the Agreement.]
[or]
[the following is a list of each Material Adverse Effect (describing in reasonable detail the nature and status thereof) which has occurred since the date of the most recent Compliance Certificate delivered under Section 8.2 of the Agreement.]
6.    The financial covenant analyses and information set forth on Schedule 4 attached hereto are true and accurate on and as of the date of this Compliance Certificate.
[Use the following paragraph 7 if there has been any change to the listing of Subsidiaries]
7.    [Attached hereto as Schedule 5 is a report of each change, as of the last day of such Fiscal Quarter, in the listing of Subsidiaries set forth in Schedule 4.4 of the Agreement (as the same may have been revised by previous Compliance Certificates), including changes in Guarantor Subsidiaries].
IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of [__].
KB HOME, a Delaware corporation
By:
Name:
Title:



For the Quarter/Year ended [__] (“Statement Date”)
SCHEDULE 1
to the Compliance Certificate
Financial Statements



For the Quarter/Year ended [__] (“Statement Date”)
SCHEDULE 2
to the Compliance Certificate
Sales Report
KB HOME TO INSERT REPORT




For the Quarter/Year ended    (“Statement Date”)
SCHEDULE 3
to the Compliance Certificate
Inventory Report
KB HOME TO INSERT REPORT



For the Quarter/Year ended [__] (“Statement Date”)

SCHEDULE 4
to the Compliance Certificate
Financial Covenant Analyses and Information
KB HOME TO PREPARE SPREADSHEET WITH LINE ITEM CALCULATIONS OF THE FOLLOWING
I.    Section 7.7 – Consolidated Tangible Net Worth.
II.    Section 7.8– Consolidated Leverage Ratio.
III.    Section 7.9 – Consolidated Interest Coverage Ratio or Minimum Liquidity.
IV.    Section 7.12 – Investment in Subsidiaries and Joint Ventures.



For the Quarter/Year ended [__](“Statement Date”)

SCHEDULE 5
to the Compliance Certificate
List of Subsidiaries




EXHIBIT D
FORM OF LOAN NOTICE
Date: [__]

To:    Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of November 12, 2025 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”), among KB HOME, a Delaware corporation (the “Borrower”), the Banks from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not defined herein have the meanings given to them in the Agreement.
The undersigned hereby requests (select one) 1:
Indicate:
Advance or Conversion of Loans or Continuation of Loans
Indicate:
Date of Advance or of Conversion or Continuation
Indicate: Requested Principal AmountIndicate: Type of LoanFor Term SOFR Rate Loans Indicate: Interest Period (e.g. 1, 3 or 6 month Interest Period)

The Loans requested herein comply with the proviso to the first sentence of Section 2.1 of the Agreement, and Borrower will be in compliance with the provisions of Section 7.13 of the Agreement after the making of the Loans requested herein.
In connection with the requested Loan, the undersigned certifies that the conditions precedent to the making of such Loan, as set forth in Section 9.2 of the Agreement, have been satisfied.
1Note to Borrower: For multiple borrowings, conversions and/or continuations for a particular facility, fill out a new row for each borrowing, conversion and/or continuation.



KB HOME, a Delaware corporation
By:
Name:
Title:



EXHIBIT E
FORM OF NOTE
$[__]    [__]
    New York, New York
FOR VALUE RECEIVED, the undersigned (“Borrower”), hereby promises to pay to ___________ or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to Borrower under that certain Credit Agreement, dated as of November 12, 2025 (as extended, amended and restated, amended, restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Borrower, the Banks from time to time party thereto, and Bank of America, N.A., as Administrative Agent.
Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to Administrative Agent for the account of the Lender in Dollars in immediately available funds at Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.
This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become or may be declared to be immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.
Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
KB HOME, a Delaware corporation
By:
Name:
Title:



ADVANCES AND PAYMENTS WITH RESPECT THERETO
DateType of Loan MadeAmount of Loan MadeEnd of Interest PeriodAmount of Principal or Interest Paid This DateOutstanding Principal Balance This DateNotation Made By



EXHIBIT F
SUBSIDIARY GUARANTY
[Attached.]



Execution Version
SUBSIDIARY GUARANTY
THIS SUBSIDIARY GUARANTY (“Guaranty”) dated as of November 12, 2025, is made by each of the undersigned guarantors and, effective as of the date set forth in the applicable Instrument of Joinder, each other Person who has become a guarantor pursuant to Section 19 hereof (each a “Guarantor” and, collectively, the “Guarantors”) in favor of Bank of America, N.A., as the Administrative Agent (“Administrative Agent”), under the Credit Agreement referred to below, and the Banks that are party to the Credit Agreement from time to time (each a “Bank” and collectively the “Banks”) (the Administrative Agent and the Banks are referred to herein collectively as the “Lender Parties” and each individually as a “Lender Party”), with reference to the following facts:
RECITALS
A.    KB HOME, a Delaware corporation (“Borrower”), entered into that certain Credit Agreement dated as of November 12, 2025 (as amended, restated, supplemented or modified prior to the date hereof, the “Credit Agreement”), with certain of the Lender Parties. Terms defined in the Credit Agreement and not otherwise defined in this Guaranty shall have the meanings given to those terms in the Credit Agreement and such definitions are incorporated by reference herein in full.
B.    The Banks will make certain credit facilities available to Borrower pursuant to the Credit Agreement, but as a condition to the availability of such credit facilities, Guarantors are required to enter into this Guaranty to guarantee the Guaranteed Obligations (as hereinafter defined), subject to the limitations set forth herein.
C.    Each Guarantor expects to realize direct and indirect benefits from the availability of the aforementioned credit facilities to Borrower pursuant to the Credit Agreement, as the result of financial or business support which may be provided to such Guarantor by Borrower.
AGREEMENT
NOW, THEREFORE, in order to induce the Banks to extend the aforementioned credit facilities pursuant to the Credit Agreement, and for other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged, each Guarantor hereby represents, warrants, covenants, agrees and guarantees, on a joint and several basis, as follows:
1.    Guaranty. Each Guarantor hereby absolutely and unconditionally guarantees, as a guarantee of payment and not merely as a guarantee of collection, prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of the Borrower to the Lender Parties arising at any time under the Credit Agreement and the Loan Documents (collectively, the “Guaranteed Obligations”). The Lender Parties’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantors and conclusive for the purpose of establishing the amount of the Guaranteed Obligations, absent manifest error. This Guaranty shall not be affected by the validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or any question as to the authenticity of such instrument or agreement, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations



which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, other than payment in full by the Borrower or any other Person. The obligations of each Guarantor hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any applicable state law.
2.    No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim or any deduction or withholding whatsoever, including, without limitation, for any and all present and future taxes, except as required by applicable law. If any Guarantor must make a payment under this Guaranty, such Guarantor represents and warrants that it will make the payment from one of its U.S. resident offices to the Lender Parties so that no withholding tax is imposed on the payment to the extent permitted by applicable law. If notwithstanding the foregoing, a Guarantor makes a payment under this Guaranty to which withholding tax or other tax applies, the Guarantor’s payment shall be increased, or the Lender Parties shall be indemnified, as applicable, as and to the extent provided in Section 4.1 of the Credit Agreement.
3.    No Termination. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until (a) all of the Guaranteed Obligations are paid in full and any commitments of the Banks or facilities provided by the Banks with respect to the Guaranteed Obligations are terminated, at which time this Guaranty and the obligations of the Guarantors hereunder shall terminate (except as expressly provided in Sections 8 and 12 hereof), or (b) with respect to any Guarantor, such Guarantor is released pursuant to Section 11.10 of the Credit Agreement. At the Administrative Agent’s option, all payments under this Guaranty shall be made to an office of the Administrative Agent located in the United States and in U.S. Dollars.
4.    Waiver of Notices. Each Guarantor waives notice of the acceptance of this Guaranty and of the extension or continuation of the Guaranteed Obligations or any part thereof. Each Guarantor further waives presentment, protest, notice, dishonor or default, demand for payment and any other notices to which such Guarantor might otherwise be entitled.
5.    Subrogation. The Guarantors shall exercise no right of subrogation, contribution or similar rights against the Borrower or any other Guarantor with respect to any payments on the Guaranteed Obligations made to the Lender Parties under this Guaranty until all of the Guaranteed Obligations are paid in full and any commitments of the Banks or facilities provided by the Banks with respect to the Guaranteed Obligations are terminated. If any amounts are paid to a Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Lender Parties and shall forthwith be paid to the Lender Parties to reduce the amount of the Guaranteed Obligations, whether matured or unmatured.
6.    Waiver of Suretyship Defenses. Each Guarantor agrees that the Lender Parties may, at any time and from time to time, and without notice to such Guarantor, make any agreement with the Borrower or with any other Person liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge or release of the Guaranteed Obligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Obligations or the provision of collateral, all without in any way impairing, releasing, discharging or otherwise affecting the obligations of such Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any



disability or other defense of the Borrower or any other Guarantor, or the cessation from any cause whatsoever of the liability of the Borrower (other than payment in full of the Guaranteed Obligations), or any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of such Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which any Lender Party now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by any Lender Party until all of the Guaranteed Obligations are paid in full and any commitments of the Banks and facilities provided by the Banks with respect to the Guaranteed Obligations are terminated. Further, each Guarantor consents to the Lender Parties’ taking of, or failure to take, any action which might in any manner or to any extent vary the risks of the Guarantors under this Guaranty or which, but for this provision, might operate as a discharge of any Guarantor. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of Sections 2787 to 2855 inclusive, of the California Civil Code and any similar rights and defenses provided by the laws of any other jurisdiction.
7.    Exhaustion of Other Remedies Not Required. The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Guaranteed Obligations. Each Guarantor waives diligence by the Lender Parties and action on delinquency in respect of the Guaranteed Obligations or any part thereof, including, without limitation any provisions of law requiring the Lender Parties to exhaust any right or remedy or to take any action against the Borrower, any other guarantor or any other person, entity or property before enforcing this Guaranty against such Guarantor.
8.    Reinstatement. Notwithstanding anything in this Guaranty to the contrary, this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any portion of the Guaranteed Obligations is revoked, terminated, rescinded or reduced or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or any other Person or otherwise, as if such payment had not been made and whether or not the Lender Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction.
9.    Subordination. While an Event of Default has occurred and is continuing, each Guarantor hereby subordinates the payment of all obligations and indebtedness of the Borrower owing to such Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of the Borrower to the Guarantor as subrogee of the Lender Parties or resulting from such Guarantor’s performance under this Guaranty, until such time as all Guaranteed Obligations have been paid in full. If the Lender Parties so request, any such obligation or indebtedness of the Borrower to the Guarantor shall be enforced and performance received by the Guarantors as trustee for the Lender Parties and the proceeds thereof shall be paid over to the Lender Parties on account of the Guaranteed Obligations, but otherwise without reducing or affecting in any manner the liability of the Guarantors under this Guaranty.
10.    Information. While an Event of Default has occurred and is continuing, each Guarantor shall furnish promptly to the Lender Parties any and all financial or other information regarding such Guarantor or its property as the Lender Parties may reasonably request in writing.
11.    Stay of Acceleration. In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed, upon the insolvency, bankruptcy or reorganization of the Borrower or any other Person, or otherwise, all such amounts shall nonetheless be payable by the Guarantors immediately upon demand by the Lender Parties.



12.    Expenses. The Guarantors shall pay, within 30 days after demand, all the reasonable actual out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses and costs disbursements of any law firm or other external counsel) of the Lender Parties in connection with the enforcement of this Guaranty following the occurrence of a Default or an Event of Default, including in connection with any refinancing, restructuring, reorganization (including a bankruptcy reorganization, if such payment is approved by the bankruptcy court or any similar proceeding), subject to the limitations set forth in Section 12.8 of the Credit Agreement (which limitations shall be applied as if such expenses were payable by the Borrower thereunder). The obligations of the Guarantors (excluding Guarantors that have been released pursuant to Section 11.10 of the Credit Agreement) under the preceding sentence shall survive termination of this Guaranty.
13.    Amendments. No provision of this Guaranty may be waived, amended, supplemented or modified, except by a written instrument executed by the Administrative Agent, the Required Banks under Section 12.2 of the Credit Agreement and the Guarantors.
14.    No Waiver; Enforceability. No failure by the Lender Parties to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law or in equity. The unenforceability or invalidity of any provision of this Guaranty shall not affect the enforceability or validity of any other provision herein. Subject to the terms hereof and of the Credit Agreement, any right, remedy, power or privilege of the Lender Parties hereunder may be exercised by the Administrative Agent or the Required Banks.
15.    Assignment; Governing Laws; Jurisdiction. This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Lender Parties (and any attempted assignment without such consent shall be void), (b) inure to the benefit of the Lender Parties and their respective successors and assigns and the Lender Parties may, subject to the terms of the Credit Agreement but without notice to the Guarantors and without affecting the Guarantors’ obligations hereunder, assign or sell participations in the Guaranteed Obligations and this Guaranty, in whole or in part, and (c) be governed by the internal laws of the State of New York. Each Guarantor hereby irrevocably (i) submits to the exclusive jurisdiction of any State court sitting in New York County and the United States District Court of the Southern District of New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith. Service of process by the Lender Parties in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at the address for notices to be delivered to the Borrower pursuant to Section 12.5 of the Credit Agreement. Each Guarantor agrees that the Lender Parties may, subject to Section 12.9 of the Credit Agreement, disclose to any prospective purchaser and any purchaser of all or part of the Guaranteed Obligations any and all information in the Lender Parties’ possession concerning the Guarantors.
16.    Condition of the Borrower. Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower such information concerning the financial condition, business and operations of the Borrower as such Guarantor requires, and that the Lender Parties have no duty, and such Guarantor is not relying on the Lender Parties at any time, to disclose to such Guarantor any information relating to the business, operations or financial condition of the Borrower.



17.    Setoff. After demand upon the Guarantors for payment under this Guaranty, each Guarantor hereby specifically authorizes each Bank (subject to the approval of the Required Banks) in which such Guarantor maintains a deposit account (whether a general or special deposit account, other than trust accounts) or a certificate of deposit to setoff any Guaranteed Obligations owed to the Banks against such deposit account or certificate of deposit without prior notice to any Guarantor (which notice is hereby waived) whether or not such deposit account or certificate of deposit has then matured. Nothing in this shall limit or restrict the exercise by a Bank of any right to setoff or banker’s lien under applicable Law, subject to the approval of the Required Banks.
18.    Other Guarantees. Unless otherwise agreed by the Lender Parties and the Guarantors in writing, this Guaranty is not intended to supersede or otherwise affect any other guaranty now or hereafter given by the Guarantors for the benefit of the Lender Parties or any term or provision thereof.
19.    Additional Guarantors. Any other Person may become a Guarantor hereunder and become bound by the terms and conditions of this Guaranty, in each case effective as of the date set forth in the applicable Instrument of Joinder, by executing and delivering to the Administrative Agent an Instrument of Joinder substantially in the form attached hereto as Exhibit A (an “Instrument of Joinder”).
20.    Representations and Warranties. Each Guarantor represents and warrants that (a) it is duly organized and in good standing under the laws of the jurisdiction of its organization and has the requisite corporate, limited liability company or limited partnership, as applicable, power to make and perform this Guaranty, and all necessary corporate, limited liability company or limited partnership, as applicable, authority for the making and performance of this Guaranty by such Guarantor has been obtained; (b) this Guaranty constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement may be limited by Debtor Relief Laws or by equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion; (c) the making and performance of this Guaranty does not and will not violate the provisions of any applicable material law, regulation or order, does not and will not require any consent under, any material agreement, instrument, or document to which it is a party or by which it or any of its property may be bound or affected and does not and will not (when aggregated with any defaults and breaches of the Borrower and other Guarantors) result in the breach of or constitute a default under, any material agreement, instrument, or document to which it is a party or by which it or any of its property may be bound or affected with respect to any obligation or obligations aggregating $50,000,000 or more; (d) all material consents, approvals, licenses and authorizations of, and filings and registrations with, any governmental authority required under applicable law and regulations for the making and performance of this Guaranty have been obtained or made and are in full force and effect; and (e) by virtue of its relationship with the Borrower, the execution, delivery and performance of this Guaranty is for the direct benefit of such Guarantor and it has received adequate consideration for this Guaranty.
21.    WAIVER OF JURY TRIAL; FINAL AGREEMENT. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



22.    Electronic Execution. The words “delivery,” “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Guaranty and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on the Platform, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar federal, state, provincial or territorial laws based on the Uniform Electronic Transactions Act.
[Signature Pages Follow]



Executed as of the date first written above.
GUARANTORS:
KB HOME COASTAL INC.,
a California corporation
By:
Name:
Title:

KB HOME GREATER LOS ANGELES INC.,
a California corporation
By:
Name:
Title:

KB HOME SACRAMENTO INC.,
a California corporation
By:
Name:
Title:




KB HOME SOUTH BAY INC.,
a California corporation
By:
Name:
Title:

KB HOME LAS VEGAS INC.,
a Nevada corporation
By:
Name:
Title:

KB HOME LONE STAR INC.,
a Texas corporation
By:
Name:
Title:

KBSA, INC.,
a Texas corporation
By:
Name:
Title:




KB HOME TUCSON INC.,
an Arizona corporation
By:
Name:
Title:

KB HOME PHOENIX INC.,
an Arizona corporation
By:
Name:
Title:

KB HOME FLORIDA INC.,
a Delaware corporation
By:
Name:
Title:




KB HOME FORT MYERS LLC,
a Delaware limited liability company
By:    KB HOME FLORIDA INC., a
        Delaware corporation,
        its sole member
By:
Name:
Title:

KB HOME JACKSONVILLE LLC,
a Delaware limited liability company
By:    KB HOME FLORIDA INC., a
        Delaware corporation,
        its sole member
By:
Name:
Title:
KB HOME TREASURE COAST LLC,
a Delaware limited liability company
By:    KB HOME FLORIDA INC., a
        Delaware corporation,
        its sole member
By:
Name:
Title:




KB HOME ORLANDO LLC,
a Delaware limited liability company
By:    KB HOME FLORIDA INC., a
        Delaware corporation,
        its sole member
By:
Name:
Title:

KBHPNW LLC,
a Delaware limited liability company
By:    KB HOME COLORADO INC., a
        Colorado corporation,
        its sole member
By:
Name:
Title:

KB HOME COLORADO INC.,
a Colorado corporation
By:
Name:
Title:



EXHIBIT A

INSTRUMENT OF JOINDER
THIS INSTRUMENT OF JOINDER (“Joinder”) is executed as of [__], by [__], a [__] (“Joining Party”), and delivered to the Administrative Agent pursuant to the terms of that certain Subsidiary Guaranty dated as of November 12, 2025 (the “Guaranty”). Terms used but not defined in this Joinder shall have the meanings defined for or ascribed to those terms in the Guaranty.
RECITALS
A.    The Guaranty was made by the Guarantors in favor of the Banks that are parties to that certain Credit Agreement, dated as of November 12, 2025 (as amended, extended, renewed, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among KB Home, a Delaware corporation, as Borrower, the Banks party thereto from time to time, and Bank of America, N.A., as Administrative Agent.
B.    Joining Party is becoming a Guarantor pursuant to Section 6.9 of the Credit Agreement.
C.    Joining Party expects to realize direct and indirect benefits from the availability to Borrower of credit facilities pursuant to the Credit Agreement, as the result of financial or business support which may be provided to such Joining Party by Borrower.
NOW THEREFORE, Joining Party agrees as follows:
AGREEMENT
1.    By this Joinder, Joining Party becomes a “Guarantor” under and pursuant to Section 19 of the Guaranty. Joining Party agrees that, upon its execution hereof, it will become a Guarantor under the Guaranty with respect to all Indebtedness of Borrower heretofore or hereafter incurred under the Credit Agreement, and will be bound by all terms, conditions, and duties applicable to a Guarantor under the Guaranty.
2.    Any provision in this Joinder that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affect the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Joinder are declared to be severable.
3.    The effective date of this Joinder is [__].



“Joining Party”

[__]
a [__]
By:
Name:
Title:



EXHIBIT G-1
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Banks That Are Not Partnerships for U.S. Federal Income Tax Purposes)
Reference is hereby made to the Credit Agreement, dated as of November 12, 2025, among KB Home, a Delaware corporation (the “Borrower”), the Banks from time to time party thereto, and Bank of America, N.A., as administrative agent (the “Administrative Agent”) (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
Pursuant to the provisions of Section 4.1(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished Administrative Agent and Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned will promptly so inform Borrower and Administrative Agent, and (2) the undersigned will have at all times furnished Borrower and Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein have the meanings given to them in the Credit Agreement.
[BANK]
By:
Name:
Title:
Date:



EXHIBIT G-2
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes)
Reference is hereby made to the Credit Agreement, dated as of November 12, 2025, among KB Home, a Delaware corporation (the “Borrower”), the Banks from time to time party thereto, and Bank of America, N.A., as administrative agent (the “Administrative Agent”) (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
Pursuant to the provisions of Section 4.1(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished its participating Bank with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned will promptly so inform such Bank in writing, and (2) the undersigned will have at all times furnished such Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein have the meanings given to them in the Credit Agreement.
[PARTICIPANT]
By:
Name:
Title:
Date:




EXHIBIT G-3
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes)
Reference is hereby made to the Credit Agreement, dated as of November 12, 2025, among KB Home, a Delaware corporation (the “Borrower”), the Banks from time to time party thereto, and Bank of America, N.A., as administrative agent (the “Administrative Agent”) (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
Pursuant to the provisions of Section 4.1(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished its participating Bank with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned will promptly so inform such Bank and (2) the undersigned will have at all times furnished such Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein have the meanings given to them in the Credit Agreement.
[PARTICIPANT]
By:
Name:
Title:
Date:



EXHIBIT G-4
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Banks That Are Partnerships for U.S. Federal Income Tax Purposes)
Reference is hereby made to the Credit Agreement, dated as of November 12, 2025, among KB Home, a Delaware corporation (the “Borrower”), the Banks from time to time party thereto, and Bank of America, N.A., as administrative agent (the “Administrative Agent”) (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
Pursuant to the provisions of Section 4.1(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished Administrative Agent and Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned will promptly so inform Borrower and Administrative Agent, and (2) the undersigned will have at all times furnished Borrower and Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein have the meanings given to them in the Credit Agreement.
[BANK]
By:
Name:
Title:
Date:



SCHEDULE 1.1
PRO RATA SHARES
Bank
Pro Rata SharePro Rata Share of Aggregate CommitmentsIssuing Bank’s L/C Limit
Bank of America, N.A.12.179166667%$146,150,000.00$30,447,916.66
Wells Fargo Bank, National Association12.179166667%$146,150,000.00$30,447,916.66
BMO Bank N.A.10.166666667%$122,000,000.00$25,416,666.67
Fifth Third Bank, National Association10.166666667%$122,000,000.00$25,416,666.67
Citizens Bank, N.A.10.166666667%$122,000,000.00$25,416,666.67
JPMorgan Chase Bank, N.A.10.166666667%$122,000,000.00$25,416,666.67
U.S. Bank National Association10.166666667%$122,000,000.00$25,416,666.67
PNC Bank, National Association7.500000000%$90,000,000.00$18,750,000.00
Zions Bancorporation, N.A. dba California Bank & Trust4.808333333%$57,700,000.00$12,020,833.33
Flagstar Bank, N.A.3.750000000%$45,000,000.00$9,375,000.00
Texas Capital Bank3.750000000%$45,000,000.00$9,375,000.00
CIBC Bank USA3.333333333%$40,000,000.00$8,333,333.33
Third Coast Bank, a Texas state bank1.666666667%$20,000,000.00$4,166,666.67
TOTAL100.00%$1,200,000,000.00$250,000,000.00



SCHEDULE 4.4
KB HOME AND CONSOLIDATED SUBSIDIARIES
Key to “Type(s)”
S = Designated Significant Subsidiary
G = Designated Guarantor Subsidiary
Fi = Designated Financial Subsidiary
Arizona Corporations             %         Type(s)
Escoba Insurance Company        100    Fi
KB HOME Phoenix Inc.        100    S/G
KB HOME Sales - Phoenix Inc.        100
KB HOME Tucson Inc.        100    S/G
KB HOME Sales - Tucson Inc.    100
California Corporations/LLC
Kaufman and Broad - Monterey Bay, Inc.    100
Kaufman and Broad Partners        100
KB Holdings One, Inc.            100
KB HOME Central Valley Inc.        100
KB HOME Coastal Inc.            100     S/G
KB HOME Greater Los Angeles Inc.    100    S/G
KB HOME Holdings Inc.         100
KB HOME Insurance Agency Inc.    100    Fi
KB HOME Sacramento Inc.        100    S/G
KB HOME Sales – Southern California Inc.    100
KB HOME Sales – Northern California Inc.     100
KB HOME South Bay Inc.        100    S/G
Mather Housing Company, LLC        100
Colorado Corporation
KB HOME Colorado Inc.        100    S/G



Delaware Corporations/LLCs
775 KB Development LLC        100
125 CPU KB HOME Development LLC    100
1250 KB Development LLC        100
BARE Resale Properties LLC        100
Coastal SFA Warner Center I LLC    100
Coastal SFA Anaheim I LLC        100
Endeavour Venture Partners LLC    100    Fi
e.KB, Inc.            100
Fremont Pat Ranch LLC        100
Gramercy Farms, LLC            100
Intrepid Venture Partners LLC        100    Fi
KB HOME Arroyo Vista LLC        100
KB HOME Atlanta LLC        100
KB HOME California LLC        100
KB HOME Charlotte Inc.        100
KB HOME DelMarVa LLC        100
KB HOME Florida Inc.            100    S/G
KB HOME Fort Myers LLC        100    S/G
KB HOME Georgia LLC        100
KB HOME Gold Coast LLC        100
KB HOME Gulf Coast Inc.        100
KB HOME Idaho LLC            100
KB HOME Illinois Inc.            100
KB HOME Indiana Inc.            100
KB HOME Inspirada LLC        100
KB HOME Jacksonville LLC        100    S/G
KB HOME Las Vegas Development Company LLC    100
KB HOME LV Cactus Landings LLC    100
KB HOME LV Casa Bella LLC        100
KB HOME LV Casia LLC        100
KB HOME LV Creekstone LLC        100
KB HOME LV Durham West LLC    100
KB HOME LV Edgebrook LLC        100
KB HOME LV Saddlebrook LLC    100
KB HOME LV Sage Glen LLC        100
KB HOME LV Teagan LLC        100
KB HOME LV Tustin LLC        100
KB HOME Marja Development LLC    100
KB HOME Maryland LLC        100
KB HOME Mortgage Ventures LLC    100    Fi
KB HOME New Orleans Inc.        100
KB HOME North Bay LLC        100
KB HOME North Carolina Inc.        100
KB HOME NV Acquisition LLC    100
KB HOME Orlando LLC        100    S/G
KB HOME Palmetto LLC        100
KB HOME Raleigh-Durham Inc.    100



KB HOME Sales - Orlando LLC    100
KB HOME Seabluff Development LLC    100
KB HOME/Shaw Louisiana LLC    100
KB HOME SC Shady Trails LLC    100
KB HOME Service Company LLC    100
KB HOME Sierra Park LLC        100
KB HOME Cal Management Services LLC    100
KB HOME South Carolina Inc.        100
KB HOME Spring Mountain LLC    100
KB HOME Tampa LLC            100
KB HOME Treasure Coast LLC        100    S/G
KB HOME Virginia Inc.        100
KB HOME Wisconsin LLC        100
KBHPNW LLC            100    S/G
KBHPNW Sales LLC            100
KB Property Investment LLC        100
KB Sanctuary LLC            100
KB Urban Inc.            100
KB Wheeler Plaza LLC            100
Lafayette Town Center LLC        100
Martin Park, LLC            100
Mt. Eden Partners, LLC            100
PQC LLC            100
Runkle Canyon, LLC            100
RWLS LLC            100
Sanctuary Newark LLC            100
SF Bush Street Condos LLC        100
SF Townsend Condos LLC        100
SMR Phase I Joint Venture LLC        100
SRLB LLC            100
Sierra Park Residential Development LLC    100
Underwood Inv, LLC            100
Warm Springs Village Partners, LLC    100
Florida Corporation
KB HOME Title Services Inc.        100    Fi
Georgia LLC
KB HOME Sales - Atlanta LLC        100
Illinois Corporation
KB HOME Mortgage Company        100    Fi
Nevada Corporations
KB HOME Kyle Inc.            100
KB HOME Las Vegas Inc.        100    S/G



KB HOME Sales - Nevada Inc.        100
KB HOME Sales – Reno Inc.        100
KB HOME Nevada Inc.            100
KB HOME Reno Inc.            100
New Mexico Corporations
KB HOME Sales – New Mexico Inc.    100
KB HOME New Mexico Inc.    100
Texas Corporations and Partnerships
KB HOME Insurance Agency of Texas Holdings, Inc.    100    Fi
Kaufman and Broad of Texas, Ltd.    100
Kaufman and Broad Development of Texas, L. P.        100
KB HOME Lone Star Inc.        100    S/G
KBSA, Inc.            100    S/G
San Antonio Title Co.            100    Fi
Satex Properties, Inc.            100
Quoin Investments, Inc.            100




SCHEDULE 4.7
EXISTING LIENS AND RIGHTS OF OTHERS
None.



SCHEDULE 6.4
INVESTMENTS
None.



SCHEDULE 11.6
DOMESTIC LENDING OFFICES, ADDRESSES FOR NOTICES
KB HOME
Attention: Thad Johnson
10990 Wilshire Blvd
Los Angeles, CA 90024
Telephone: (310) 893-7303
Email: tjohnson@kbhome.com
BANK OF AMERICA, N.A.
Administrative Agent’s Office
(for payments and Requests for Credit Extensions, Continuations, Conversions):
Bank of America, N.A.
Gateway Village - 900 Building
900 W Trade St
Charlotte, NC 28255-0001
NC1-026-06-04
Attention: Tierra Hinton
Telephone: 980.386.9521
Electronic Mail: tierra.hinton@bofa.com
USD Payment Instructions:
Bank of America N.A.
ABA# 026009593
Account No.: 1366072250600
Account Name: Wire Clearing Acct for Syn Loans - LIQ
Ref: KB Home
Other Notices as Administrative Agent:
Bank of America N.A.
BOFA CENTER - 555 CALIFORNIA
555 CALIFORNIA ST
SAN FRANCISCO, CA 94104 UNITED STATES OF AMERICA
CA5-705-06-34
Attention: Jeanmarie Curtis
Telephone: 415-913-3276
Facsimile: 415.913.3262
Electronic Mail: jeanmarie.curtis@bofa.com



ISSUING BANK:
Bank of America N.A.
Trade Operations
1 Fleet Way
Mail Code: PA6-580-02-30
Scranton, PA 18507
Telephone: 570.496.9619
Facsimile: 800.755.8740
Electronic Mail: tradeclientserviceteamus@bofa.com


EXHIBIT 10.25
AMENDED AND RESTATED TERM LOAN AGREEMENT

Dated as of November 12, 2025


among

KB HOME,
as Borrower


THE BANKS PARTY HERETO


WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent

and

BANK OF AMERICA, N.A.,
as Syndication Agent
and

WELLS FARGO SECURITIES, LLC and
BOFA SECURITIES, INC.,
as Joint Lead Arrangers and Bookrunners


TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS    1
1.1    Defined Terms.    1
1.2    Accounting Terms.    35
1.3    Rounding.    36
1.4    Other Interpretive Provisions.    36
1.5    Exhibits and Schedules.    37
1.6    References to “Borrower and its Subsidiaries”.    37
1.7    Time of Day.    37
1.8    Reserved.    37
1.9    Divisions.    37
1.10    Rates.    37
ARTICLE II LOAN    38
2.1    Loan-General.    38
2.2    Base Rate Loan.    39
2.3    Term SOFR Rate Loan and Daily Simple SOFR Rate Loan.    39
2.4    [Intentionally Omitted].    40
2.5    [Intentionally Omitted].    40
2.6    [Intentionally Omitted].    40
2.7    Optional Increase to Commitment.    40
2.8    Borrowing Base.    42
2.9    Loan Reallocation.    42
ARTICLE III PAYMENTS AND FEES    43
3.1    Principal and Interest.    43
3.2    [Intentionally Omitted].    45
3.3    Other Fees.    45
3.4    Illegality.    45
3.5    [Intentionally Omitted].    46
3.6    Term SOFR and Daily Simple SOFR Fees and Costs.    46
3.7    Late Payments/Default Interest.    48
3.8    Computation of Interest and Fees; Holidays.    49

-i-



TABLE OF CONTENTS
(continued)
Page

3.9    Benchmark Replacement Setting.    49
3.10    Payment Free of Taxes.    50
3.11    Funding Sources.    53
3.12    Failure to Charge or Making of Payment Not Subsequent Waiver.    54
3.13    Time and Place of Payments; Evidence of Payments; Application of Payments.    54
3.14    Administrative Agent’s Right to Assume Payments Will be Made.    54
3.15    Survivability.    55
3.16    Bank Calculation Certificate.    55
3.17    Designation of a Different Lending Office.    55
ARTICLE IV REPRESENTATIONS AND WARRANTIES    56
4.1    Existence and Qualification; Power; Compliance with Law.    56
4.2    Authority; Compliance with Other Instruments and Government Regulations.    56
4.3    No Governmental Approvals Required.    57
4.4    Subsidiaries.    57
4.5    Financial Statements.    58
4.6    No Material Adverse Change.    58
4.7    Title to Assets.    58
4.8    Intangible Assets.    59
4.9    Anti-Terrorism Laws; Sanctions; Anti-Corruption Laws.    59
4.10    Governmental Regulation.    59
4.11    Litigation.    59
4.12    Binding Obligations.    60
4.13    No Default.    60
4.14    Pension Plans.    60
4.15    Tax Liability.    60
4.16    Regulation U.    60
4.17    Environmental Matters.    60
4.18    Disclosure.    60
4.19    Projections.    61

-ii-



TABLE OF CONTENTS
(continued)
Page

4.20    ERISA Compliance.    61
4.21    Solvency.    61
4.22    Absence of Restrictions.    61
4.23    Tax Shelter Regulations.    61
4.24    USA PATRIOT Act.    62
4.25    Outbound Investment Regulations.    62
4.26    EEA Financial Institutions.    62
4.27    Covered Entities.    62
ARTICLE V AFFIRMATIVE COVENANTS (OTHER THAN INFORMATION AND REPORTING REQUIREMENTS)    62
5.1    Payment of Taxes and Other Potential Liens.    62
5.2    Preservation of Existence.    63
5.3    Maintenance of Properties.    63
5.4    Maintenance of Insurance.    63
5.5    Compliance with Laws.    63
5.6    Inspection Rights.    64
5.7    Keeping of Records and Books of Account.    64
5.8    Use of Proceeds.    64
5.9    Subsidiary Guaranty.    64
ARTICLE VI NEGATIVE COVENANTS    64
6.1    Payment or Prepayment of Subordinated Obligations and Certain Other Obligations.    65
6.2    [Intentionally Omitted].    65
6.3    Merger and Sale of Assets.    65
6.4    Investments and Acquisitions.    66
6.5    [Intentionally Omitted].    67
6.6    Change in Business.    67
6.7    Liens and Negative Pledges.    67
6.8    Transactions with Affiliates.    69
6.9    Consolidated Tangible Net Worth.    70
6.10    Consolidated Leverage Ratio.    70

-iii-



TABLE OF CONTENTS
(continued)
Page

6.11    Consolidated Interest Coverage Ratio or Minimum Liquidity.    70
6.12    Distributions.    70
6.13    Amendments.    71
6.14    [Intentionally Omitted].    71
6.15    [Intentionally Omitted].    71
6.16    Investment in Subsidiaries and Joint Ventures.    72
6.17    Borrowing Base Indebtedness Not to Exceed Borrowing Base.    72
6.18    [Intentionally Omitted].    72
6.19    Regulation U.    72
6.20    Fiscal Year.    72
6.21    Outbound Investment Regulations.    72
6.22    Sanctions.    72
6.23    Anti-Corruption Laws.    73
ARTICLE VII INFORMATION AND REPORTING REQUIREMENTS    73
7.1    Financial and Business Information of Borrower and Its Subsidiaries.    73
7.2    Compliance Certificate.    76
ARTICLE VIII CONDITIONS    76
8.1    The Closing, Etc.    76
8.2    Initial Advance.    78
ARTICLE IX EVENTS OF DEFAULT AND REMEDIES UPON EVENTS OF DEFAULT    79
9.1    Events of Default.    79
9.2    Remedies Upon Event of Default.    80
ARTICLE X ADMINISTRATIVE AGENT    82
10.1    Appointment and Authorization.    82
10.2    Delegation of Duties.    82
10.3    Liability of Administrative Agent.    83
10.4    Reliance by Administrative Agent.    83
10.5    Notice of Default.    84
10.6    Credit Decision; Disclosure of Information by Administrative Agent.    84

-iv-



TABLE OF CONTENTS
(continued)
Page

10.7    Indemnification of Administrative Agent.    85
10.8    Administrative Agent in its Individual Capacity.    85
10.9    Successor Administrative Agent.    86
10.10    Administrative Agent May File Proofs of Claim.    86
10.11    Guaranty Matters.    87
10.12    Other Agents; Arrangers and Managers.    87
10.13    Defaulting Banks.    88
10.14    No Obligations of Borrower.    89
10.15    Erroneous Payments.    89
ARTICLE XI MISCELLANEOUS    92
11.1    Cumulative Remedies; No Waiver.    92
11.2    Amendments; Consents.    93
11.3    Costs, Expenses and Taxes.    94
11.4    Nature of Banks’ Obligations.    95
11.5    Survival of Representations and Warranties.    95
11.6    Notices and Other Communications; Facsimile Copies.    96
11.7    Execution in Counterparts; Facsimile Delivery.    98
11.8    Successors and Assigns.    98
11.9    Sharing of Setoffs.    101
11.10    Indemnification by Borrower.    102
11.11    Nonliability of Banks.    103
11.12    Confidentiality.    103
11.13    No Third Parties Benefited.    104
11.14    Other Dealings.    104
11.15    Right of Setoff — Deposit Accounts.    105
11.16    Further Assurances.    105
11.17    Integration.    105
11.18    Governing Law.    105
11.19    Severability of Provisions.    106
11.20    Headings.    106

-v-



TABLE OF CONTENTS
(continued)
Page

11.21    Conflict in Loan Documents.    106
11.22    Waiver of Right to Trial by Jury.    106
11.23    Purported Oral Amendments.    107
11.24    Payments Set Aside.    107
11.25    Hazardous Materials Indemnity.    107
11.26    Certain Notices.    108
11.27    Replacement of Banks.    108
11.28    No Fiduciary Relationship.    109
11.29    Waiver of Consequential Damages, Etc.    109
11.30    Acknowledgement and Consent to Bail-In of Affected Financial Institutions.    109
11.31    Certain ERISA Matters.    109
11.32    Amended and Restated Term Loan Agreement.    110
11.33    Acknowledgement Regarding Any Supported QFCs    111


-vi-




Exhibits
AAssignment and Assumption
BBorrowing Base Certificate
CCompliance Certificate
DLoan Notice
ENote
F[Intentionally Omitted]
GAmended and Restated Subsidiary Guaranty
Schedules
1.1Pro Rata Shares
4.4Consolidated Subsidiaries
4.7
Existing Liens and Rights of Others
6.4Investments
11.6
Domestic Lending Offices, Addresses for Notices

-vii-




AMENDED AND RESTATED TERM LOAN AGREEMENT
Dated as of November 12, 2025
This Amended and Restated Term Loan Agreement (as it may from time to time be supplemented, amended, renewed, extended or otherwise modified from time to time, this “Agreement”), dated as of November 12, 2025, is entered into by and among KB HOME, a Delaware corporation (“Borrower”), each financial institution set forth on the signature pages of this Agreement or which from time to time becomes party hereto (collectively, the “Banks” and individually, a “Bank”), and Wells Fargo Bank, National Association (“Wells Fargo”), as Administrative Agent, with Wells Fargo Securities, LLC and BofA Securities, Inc., as joint Lead Arrangers and Bookrunners (in such capacities, each an “Arranger” and collectively, the “Arrangers”).
RECITALS
WHEREAS, Borrower, each financial institution party thereto and Administrative Agent are parties to that certain Term Loan Agreement dated as of August 25, 2022, (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Loan Agreement”); and
WHEREAS, Borrower, the Banks and Administrative Agent have agreed to amend and restate the Existing Loan Agreement in its entirety in accordance with and subject to the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
1.1Defined Terms.
As used in this Agreement, the following terms shall have the meanings set forth below:
Acquisition” means any transaction, or any series of related transactions, consummated after the Closing Date, by which Borrower or any of its Subsidiaries directly or indirectly (a) acquires any ongoing business or all or substantially all of the assets of any corporation, partnership or limited liability company, or other business entity or division thereof, whether through purchase of assets, merger or otherwise, (b) acquires (including by way of division or merger) control of securities of a corporation representing 50% or more of the ordinary voting power for the election of directors or (c) acquires (including by way of division or merger) control of a 50% or more ownership interest in any corporation, partnership, limited liability company, or other business entity.
Additional Bank” has the meaning set forth in Section 2.7(a)(i).
1


Administrative Agent” means Wells Fargo, in its capacity as administrative agent under this Agreement and the other Loan Documents, or any successor administrative agent.
Administrative Agent’s Office” means Administrative Agent’s address and, as appropriate, account set forth on Schedule 11.6, or such other address or account as Administrative Agent may, from time to time, notify Borrower and the Banks.
Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by Administrative Agent to the Banks.
Advance” means an advance of the Loan made or to be made to Borrower by a Bank pursuant to Article II.
Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
Affiliate” means, with respect to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, “control” (including its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); provided that, in any event, any Person which owns directly or indirectly 10% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation that has more than 100 record holders of such securities or 10% or more of the partnership or other ownership interests of any other Person that has more than 100 record holders of such interests will be deemed to control such corporation or other Person.
Agent Parties” has the meaning set forth in Section 11.6(c).
Agent-Related Persons” means Administrative Agent, together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.
Agreement” has the meaning set forth in the first paragraph hereof.
Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Loan Parties or any of its Subsidiaries from time to time concerning or relating to bribery or corruption.
Anti-Terrorism Laws” means Law related to terrorism financing or money laundering including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56), The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31 U.S.C. §§ 5311- 5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended), any of the foreign assets control regulations of the United States
2


Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), the Anti-Terrorism Order, or any enabling legislation or executive order relating to any of the same.
Anti-Terrorism Order” means Executive Order No. 13,224, 66 Fed. Reg. 49,079 (2001), issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism).
Applicable Base Rate Spread” means the applicable per annum percentage set forth in the definition of “Applicable Rates”.
Applicable Daily Simple SOFR Rate Spread” means the applicable per annum percentage set forth in the definition of “Applicable Rates”.
Applicable Pricing Level” means, for any day, the Applicable Pricing Level that is determined in accordance with Borrower’s Consolidated Leverage Ratio on such date as follows:
Applicable Pricing LevelConsolidated Leverage Ratio
I<0.375:1
II
≥0.375:1 but <0.425:1
III
≥ 0.425:1 but <0.475:1
IV
≥0.475:1 but <0.525:1
V
≥0.525:1
Any change in the Applicable Pricing Level resulting from a change in the Consolidated Leverage Ratio shall be effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 7.2; provided, however, that if a Compliance Certificate is not delivered on or prior to a date required by Section 7.2, and if the Compliance Certificate when delivered indicates that the Applicable Pricing Level of Borrower will increase (i.e., become less favorable to Borrower), the date of increase in the Applicable Pricing Level will be deemed to be the date upon which such Compliance Certificate was due under Section 7.2, not the date upon which such Compliance Certificate was delivered.
Applicable Rates” means, as of any date of determination, the following percentages per annum, based upon the Applicable Pricing Level on that date:
Applicable Pricing LevelApplicable Base Rate Spread
Applicable Term
SOFR Rate Spread
and Applicable Daily
Simple SOFR Rate
Spread
I0.35%1.35%
II0.475%1.475%
III0.65%1.65%
3


IV0.775%1.775%
V0.90%1.90%
Applicable Term SOFR Rate Spread” means the applicable per annum percentage set forth in the definition of “Applicable Rates”.
Approved Fund” means any Fund that is administered or managed by (a) a Bank, (b) an Affiliate of a Bank or (c) an entity or an Affiliate of an entity that administers or manages a Bank.
Arrangers” has the meaning set forth in the first paragraph hereof.
Assignee Group” means two or more Eligible Assignees that are Affiliates of one another.
Assignment and Assumption” means an assignment and assumption substantially in the form of Exhibit A.
Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external counsel.
Authorizations” has the meaning set forth for that term in Section 4.1.
Availability Period” means the period commencing on the Closing Date and ending ninety (90) days thereafter.
Available Tenor” means, as of any date of determination and with respect to the then- current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.9(d).
Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other
4


financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
Bank” means each financial institution whose name is set forth in the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement pursuant to Section 11.8.
Bank Insolvency Event” means that (i) a Bank or its Parent Company is insolvent, (ii) an event of the kind referred to in Section 9.1(j) occurs with respect to a Bank or its Parent Company (as if the references in such provisions to Borrower or Subsidiaries referred to such Bank or Parent Company) or (iii) a Bank or its Parent Company becomes the subject of a Bail-In Action.
Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of: (a) the rate of interest in effect for such day as publicly announced from time to time by Wells Fargo as its “prime rate”, (b) the Federal Funds Rate for such day, plus one-half of one percent (0.50%), (c) Term SOFR for such day plus one percent (1.00%), and (d) one percent (1.00%).
Base Rate Loan” means a Loan that bears interest based on the Base Rate.
Benchmark” means, initially, the Term SOFR Screen Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Screen Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.9(a).
Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by Administrative Agent and Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by Administrative Agent and Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body, or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such
5


Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.
Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:
(a)    in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
(b)    in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:
(a)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
(b)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a Resolution Authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or Resolution Authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
6


(c)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).
Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.9 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.9.
Beneficial Ownership Regulation” means 31 C.F.R. § 1020.230.
Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
Borrower” means KB HOME, a Delaware corporation, and its successors and permitted assigns.
Borrower Materials” has the meaning set forth in Section 7.1.
Borrowing Base” has the meaning set forth in Section 2.8(b).
Borrowing Base Certificate” means a written calculation of the Borrowing Base, substantially in the form of Exhibit B signed, on behalf of Borrower by a Senior Officer of Borrower.
Borrowing Base Indebtedness” means as of any date of determination, the aggregate principal amount of indebtedness for borrowed money, and the aggregate face amount of obligations under Financial Letters of Credit that are not Cash Collateralized or Letter of Credit
7


Collateralized, of Borrower and Borrowing Base Subsidiaries (other than Financial Subsidiaries) that are not Subordinated Obligations and that is not Non-Recourse Indebtedness.
Borrowing Base Subsidiary” means (a) any Guarantor Subsidiary and (b) any direct or indirect wholly-owned Domestic Subsidiary of Borrower or any Guarantor Subsidiary.
Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of New York.
Capital Lease” means, with respect to any Person, a lease of any Property by that Person as lessee that is, or should be recorded as a “capital lease” or “finance lease” on a balance sheet of that Person prepared in accordance with Generally Accepted Accounting Principles in effect as of the date of this Agreement.
Cash” means all monetary items (including currency, coin and bank demand deposits) that are treated as cash under Generally Accepted Accounting Principles consistently applied.
Cash Collateralize” means to pledge and deposit with or deliver to the administrative agent under the Revolving Credit Agreement, for the benefit of the issuing banks and the banks thereunder, as collateral for the then outstanding amount of the Letter of Credit Usage, cash or deposit account balances.
Cash Equivalents” means, with respect to any Person, that Person’s Investments in:
(a)    Government Securities due within one year of the making of the Investment;
(b)    readily marketable direct obligations of any State of the United States of America or any political subdivision of any such State or any public agency or instrumentality thereof given on the date of such Investment a credit rating of at least Aa3 by Moody’s or AA- by S&P, in each case due within one year from the making of the Investment;
(c)    certificates of deposit issued by, deposits in, deposits in the London interbank Eurodollar market made through, bankers’ acceptances of, and repurchase agreements covering Government Securities executed by, (i) any Bank or (ii) any bank or savings and loan association doing business in and incorporated under the Laws of the United States of America, any state thereof or the District of Columbia and having on the date of such Investment combined capital, surplus and undivided profits of at least $500,000,000 and which carries on the date of such Investment a credit rating of P-1 or higher by Moody’s or A-1 or higher by S&P, in each case due within one year after the date of the making of the Investment;
(d)    certificates of deposit issued by, bank deposits in, deposits in the London interbank Eurodollar market made through, bankers’ acceptances of, and repurchase agreements covering Government Securities executed by any branch or office located in the United States of America of a bank incorporated under the Laws of any jurisdiction outside the United States of
8


America having on the date of such Investment combined capital, surplus and undivided profits of at least $500,000,000 and which carries on the date of such Investment a credit rating of P-1 or higher by Moody’s or A-1 or higher by S&P, in each case due within one year after the date of the making of the Investment;
(e)    readily marketable commercial paper or other debt securities of (i) any Bank that is a Bank as of the Closing Date, (ii) corporations, commercial banks or financial institutions doing business in and incorporated under the Laws of the United States of America or any state thereof or the District of Columbia or (iii) a holding company for a bank described in clause (c) or (d) above, given on the date of such Investment a credit rating of P-1 or higher by Moody’s, of A-1 or higher by S&P, or F-1 or higher by Fitch, in each case due within one year of the making of the Investment;
(f)    repurchase agreements covering Government Securities executed by a broker or dealer registered under Section 15(b) of the Exchange Act, having on the date of the Investment capital of at least $50,000,000, due within 90 days after the date of the making of the Investment; provided, that the maker of the Investment receives written confirmation of the transfer to it of record ownership of the Government Securities on the books of a “primary dealer” in such Government Securities or on the books of such registered broker or dealer, as soon as practicable after the making of the Investment;
(g)    “money market preferred stock” issued by a corporation incorporated under the Laws of the United States of America or any State thereof (i) given on the date of such Investment a credit rating of at least Aa3 by Moody’s and AA- by S&P, in each case having an investment period not exceeding 50 days or (ii) to the extent that investors therein have the benefit of a standby letter of credit issued by a Bank or a bank described in clauses (c) or (d) above; provided, that (y) the amount of all such Investments issued by the same issuer does not exceed $20,000,000 and (z) the aggregate amount of all such Investments does not exceed $50,000,000;
(h)    a readily redeemable “money market mutual fund” sponsored by a bank described in clause (c) or (d) hereof, or a registered broker or dealer described in clause (f) hereof, that has and maintains an investment policy limiting its investments primarily to instruments of the types described in clauses (a) through (g) hereof and given on the date of such Investment a credit rating of at least Aa3 by Moody’s and AA- by S&P; and
(i)    corporate notes or bonds having an original term to maturity of not more than one year issued by a corporation incorporated under the Laws of the United States of America or any state thereof, or a participation interest therein; provided, that (i) commercial paper issued by such corporation is given on the date of such Investment a credit rating of at least Aa3 by Moody’s and AA- by S&P, (ii) the amount of all such Investments issued by the same issuer does not exceed $20,000,000 and (iii) the aggregate amount of all such Investments does not exceed $50,000,000.
Change in Control” means, and shall be deemed to have occurred at such time as any of the following events shall occur:
9


(a)    there shall be consummated any consolidation or merger of Borrower in which Borrower is not the continuing or surviving company, unless the holders of Borrower’s Voting Stock immediately prior to such transaction hold, immediately after such transaction, at least 50% of the Voting Stock of the surviving company or a parent company that owns all of the equity interests of such surviving company; or
(b)    there is a report filed by any “person” or “group” on Schedule 13D or TO (or any successor schedule, form or report) pursuant to the Exchange Act, disclosing that such person or group (for the purposes of the definition of Change in Control only, the terms “person” and “group” are used as defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision to either of the foregoing) has become the beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of 50% or more of the voting power of Borrower’s Voting Stock then outstanding; provided, however, that a person or group shall not be deemed beneficial owner of, or to own beneficially any Securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or group until such tendered Securities are accepted for purchase or exchange thereunder; or
(c)    a “Change in Control” (or analogous term) as defined in the Indenture shall occur and any Debt Securities (other than Subordinated Obligations) thereupon (i) become due and payable by Borrower or its Subsidiaries or (ii) Borrower or its Subsidiaries are required to make an offer to redeem such Debt Securities; or
(d)    a “Change in Control” (or analogous term) as defined in one or more indentures or agreements governing any Subordinated Obligations occur and (i) at least $100,000,000 of Subordinated Obligations thereupon become due and payable by Borrower or its Subsidiaries or (ii) Borrower or its Subsidiaries must make an offer to redeem an amount equal to or greater than $100,000,000 of Subordinated Obligations.
Change in Control Payment Date” has the meaning set forth in Section 3.1(g)(i).
Change in Control Payment Notice” has the meaning set forth in Section 3.1(g)(iii).
Change in Control Repayment” has the meaning set forth in Section 3.1(g)(i).
Change in Law” means the occurrence, after the date of this Agreement, of any of the following:
(a)    the adoption or taking effect of any applicable law, rule, regulation or treaty;
(b)    any change in any applicable law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Agency; or
(c)    the making or issuance of any applicable request, guideline or directive (whether or not having the force of law) by any Governmental Agency.
10


Notwithstanding the foregoing, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and all requests rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
Change in Status” means, with respect to any Guarantor Subsidiary, (a) such Guarantor Subsidiary ceases to be a Subsidiary of Borrower as a result of a transaction permitted under this Agreement or (b) the designation by Borrower that such Guarantor Subsidiary is not required to be a Guarantor Subsidiary under the definition thereof.
Closing Date” means the date of this Agreement.
CME” means CME Group Benchmark Administration Limited.
Code” means the Internal Revenue Code of 1986, as amended and as in effect from time to time.
Commission” means the Securities and Exchange Commission and any successor commission.
Commitment” means, subject to Section 2.7, $360,000,000. The Pro Rata Shares of the Banks, on the Closing Date, with respect to the Commitment are set forth in Schedule 1.1.
Compensation Period” has the meaning set forth for that term in Section 3.14(b).
Compliance Certificate” means a compliance certificate in the form of Exhibit C signed, on behalf of Borrower, by a Senior Officer of Borrower.
Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of Loan Notices, the applicability and length of lookback periods, the applicability of Section 3.6(f) and other technical, administrative or operational matters) that Administrative Agent decides, in consultation with Borrower, may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by Administrative Agent in a manner substantially consistent with the terms of this Agreement, applicable Laws and market practice (or, if Administrative Agent decides, in consultation with Borrower, that adoption of any portion of such market practice is not administratively feasible or if Administrative Agent determines, in consultation with Borrower, that no market practice for the administration of any such rate exists, in such other manner of administration as
11


Administrative Agent decides, in consultation with Borrower, is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
Connection Income Taxes” means Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
Connection Taxes” means with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in the Loan or Loan Document).
Consolidated Adjusted EBITDA” means, for any period, Consolidated EBITDA for such period plus (a) the amount of capitalized interest that was included in cost of sales in determining Consolidated Net Income for such period (and not included in Consolidated Interest Expense and added back to Consolidated Net Income pursuant to clause (a)(ii) of Consolidated EBITDA) plus (b) all non-cash Net Realizable Value Adjustments made during such period which are not added back to Consolidated Net Income pursuant to clause (a)(iv) of Consolidated EBITDA.
Consolidated ASC 810 Subsidiaries” means entities that would not be GAAP Subsidiaries but for the issuance of the pronouncement entitled Accounting Standards Codification Topic 810 “Consolidations” by the Financial Accounting Standards Board.
Consolidated EBITDA” means, for any period, Consolidated Net Income for such period, (a) plus, without duplication, (i) any extraordinary loss reflected in such Consolidated Net Income, and (ii) Consolidated Interest Expense for such period, and (iii) the aggregate amount of federal, state and foreign income taxes payable by Borrower and its Consolidated Subsidiaries for such period, and (iv) depreciation, amortization and all other non-cash expenses of Borrower and its Consolidated Subsidiaries for such period (and in the case of the foregoing items (ii), (iii) and (iv), only to the extent deducted in the determination of Consolidated Net Income for such period), (b) minus, without duplication, (i) consolidated interest income of Borrower and its Consolidated Subsidiaries for such period, and (ii) any extraordinary gain reflected in such Consolidated Net Income, in each of the foregoing cases as determined in accordance with Generally Accepted Accounting Principles consistently applied.
Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Adjusted EBITDA for the twelve (12) month period ending on such date to (b) Consolidated Interest Incurred for the twelve (12) month period ending on such date.
Consolidated Interest Expense” means for any period, the aggregate interest expense of Borrower and its Consolidated Subsidiaries on a consolidated basis determined in accordance with Generally Accepted Accounting Principles consistently applied.
12


Consolidated Interest Incurred” means, for any period, the aggregate amount of Consolidated Interest Expense (but excluding (a) premiums and non-cash amounts arising as a result of prepayment or extinguishment of Indebtedness, (b) non-cash convertible debt Consolidated Interest Expenses and (c) accretion of original issue discount on long-term debt), including any capitalized interest, less interest income of Borrower and its Consolidated Subsidiaries on a consolidated basis; provided that Borrower may exclude interest on up to $500,000 of Capital Leases from such calculation.
Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness on that date to (b) the sum of (i) Consolidated Total Indebtedness and (ii) Consolidated Tangible Net Worth on that date.
Consolidated Net Income” means, for any period, the net income of Borrower and its Consolidated Subsidiaries on a consolidated basis determined in accordance with Generally Accepted Accounting Principles consistently applied.
Consolidated Net Tangible Assets” means the total amount of assets which would be included on a combined balance sheet of Borrower and its Subsidiaries (other than Financial Subsidiaries) under Generally Accepted Accounting Principles (less applicable reserves and other properly deductible items) after deducting therefrom: (a) all short-term liabilities, except for liabilities payable by their terms more than one (1) year from the date of determination (or renewable or extendible at the option of the obligor for a period ending more than one (1) year after such date) and liabilities in respect of retiree benefits other than pensions for which Borrower or any of its Subsidiaries is required to accrue pursuant to ASC 715; (b) investments in Financial Subsidiaries; and (c) all goodwill, trade names, trademarks, patents, unamortized debt discount, unamortized expense incurred in the issuance of debt and other Intangible Assets.
Consolidated Subsidiaries” means, with respect to Borrower, Borrower’s GAAP Subsidiaries (other than Borrower’s Consolidated ASC 810 Subsidiaries).
Consolidated Tangible Net Worth” means, as of any date of determination, the Shareholders’ Equity of Borrower and its GAAP Subsidiaries on a consolidated basis on that date minus the Intangible Assets of Borrower and its GAAP Subsidiaries on a consolidated basis on that date minus any non-cash gain (or plus any non-cash loss, as applicable) resulting from any marked to market adjustments made directly to Consolidated Tangible Net Worth as a result of fluctuations in the value of foreign currency instruments owned by Borrower or any of its GAAP Subsidiaries as mandated under ASC 815.
Consolidated Total Indebtedness” means, as of any date of determination, all Indebtedness, all Contingent Guaranty Obligations and any drawn Performance Letters of Credit (excluding drawn Performance Letters of Credit with respect to Financial Subsidiaries and Foreign Subsidiaries) not reimbursed when due and not Cash Collateralized, of Borrower and its Consolidated Subsidiaries on a consolidated basis on that date (without duplication for any guaranty by Borrower of a Consolidated Subsidiary’s Indebtedness or any guaranty by a Consolidated Subsidiary of either Borrower’s or another Consolidated Subsidiary’s Indebtedness or otherwise) minus (a) all Indebtedness and Contingent Guaranty Obligations of Financial
13


Subsidiaries on a consolidated basis (but only to the extent that such Financial Subsidiaries are also Consolidated Subsidiaries and there is no recourse to Borrower or any other Consolidated Subsidiary) on that date minus (b) all Indebtedness and Contingent Guaranty Obligations of Foreign Subsidiaries of Borrower on a consolidated basis (but only to the extent that such Foreign Subsidiaries of Borrower are also Consolidated Subsidiaries and there is no recourse to Borrower or any other Consolidated Subsidiary or any of their respective Property) on that date, and minus (c) all Unrestricted Cash in excess of $15,000,000 on that date.
Contingent Guaranty Obligation” means, with respect to any Person, any agreement, undertaking or arrangement by which such Person guarantees, endorses (other than for collection or deposit in the ordinary course of business), contingently agrees to purchase or provide funds for the payment of, or otherwise is contingently liable upon, the Indebtedness of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person to enable such Person to pay Indebtedness, or otherwise assures any creditor with respect to Indebtedness of such other Person against loss with respect to payment of such Indebtedness, including, without limitation, any such agreement, undertaking or arrangement in the form of a comfort letter, operating agreement, take-or-pay contract or “put” agreement; provided that a “bad boy”, “bad acts” or completion guarantee or similar arrangement shall not constitute a Contingent Guaranty Obligation except to the extent of the principal amount then due and payable thereunder. The amount of any Contingent Guaranty Obligation of a Person shall be deemed to be (1) in the event the terms of such Contingent Guaranty Obligation provide that such Person shall be liable for a fixed portion of the principal amount of the related primary Indebtedness and such Indebtedness has a stated or determinable principal amount, an amount equal to such fixed portion, (2) in the event the principal amount of the related primary Indebtedness is not stated or determinable or the terms of such Contingent Guaranty Obligation do not provide that such Person shall be liable for a fixed portion of such principal, an amount equal to the maximum reasonably anticipated liability which is likely to be paid by such Person in respect of such principal as determined by such Person in good faith or (3) in the event of a Contingent Guaranty Obligation arising under an LTV Maintenance Agreement, the related LTV Maintenance Exposure of such Person; provided, however, that if any Person is liable severally but not jointly and severally with one or more other obligors under any Contingent Guaranty Obligation, the amount of such Contingent Guaranty Obligation shall be the product of (x) the amount determined as set forth above and (y) the maximum percentage of the aggregate liability in respect of principal under such Contingent Guaranty Obligation with respect to which such Person is severally liable.
Contractual Obligation” means, as to any Person, any provision of any outstanding Securities issued by that Person or of any material agreement, instrument or undertaking to which that Person is a party or by which it or any of its Property is bound, other than, in the case of Borrower and its Subsidiaries, any of the Loan Documents.
Daily Simple SOFR” means, with respect to any applicable determination date, (a) SOFR published on the fifth (5th) U.S. Government Securities Business Day preceding such day by the SOFR Administrator on the Federal Reserve Bank of New York’s website (or any successor source); provided, however, that if such day is not a U.S. Government Securities
14


Business Day, then Daily Simple SOFR means such rate so published on the fifth (5th) U.S. Government Securities Business Day preceding the first (1st) U.S. Government Securities Business Day immediately prior thereto plus (b) the SOFR Adjustment. Any change in Daily Simple SOFR shall be effective from and including the date of such change without further notice. If the rate as so determined would be less than zero percent (0.00%), such rate shall be deemed to be zero percent (0.00%).
Daily Simple SOFR Rate Loan” means a Loan made with respect to which the interest rate is calculated by reference to Daily Simple SOFR.
Debt Securities” means the notes or other debt securities issued under the Indenture.
Debtor Relief Laws” means the Bankruptcy Code of the United States of America, as amended from time to time, and all other applicable liquidation, conservatorship, insolvency, reorganization, or similar debtor relief Laws from time to time in effect affecting the rights of creditors generally.
Default” means any event that, with the giving of any notice or passage of time, or both, would be an Event of Default.
Default Rate” has the meaning set forth for that term in Section 3.7.
Defaulting Bank” means, at any time, a Bank that (i) has failed for two (2) Business Days or more to comply with its obligations under this Agreement to make a Loan or pay any other amount required to be paid by it under the Loan Documents (each a “funding obligation”), or (ii) has notified in writing Borrower or Administrative Agent, or has stated publicly, that it does not intend or expect to comply with any such funding obligation, (iii) has defaulted on its funding obligations under any other loan agreement or credit agreement or other similar agreement, (iv) for three (3) or more Business Days after written request of Administrative Agent or Borrower, fails to provide a written certification that it will comply with its prospective funding obligations hereunder (provided that such Bank will cease to be a Defaulting Bank pursuant to this clause (iv) upon Administrative Agent’s and Borrower’s receipt of such written confirmation), or (v) as to which a Bank Insolvency Event has occurred and is continuing with respect to such Bank; provided that neither the reallocation of funding obligations provided for in Section 10.13 as a result of a Bank being a Defaulting Bank nor the performance by Non-Defaulting Banks of such reallocated funding obligations shall by themselves cause the relevant Defaulting Bank to become a Non-Defaulting Bank; provided further that in each case, a Defaulting Bank will not mean a Bank whose applicable funding obligations are reasonably likely to be promptly met or satisfied by an administrative agency of competent jurisdiction or a successor-in interest with respect to such funding obligations. Any determination by Administrative Agent that a Bank is a Defaulting Bank under any of clauses (i) through (v) above will be conclusive and binding absent manifest error, and such Bank will be deemed to be a Defaulting Bank upon notification of such determination by Administrative Agent to Borrower and the Banks.
15


Designated Deposit Account” means a demand deposit account from time to time designated by Borrower by written notification to Administrative Agent.
Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.
Developed Lots” means subdivision lots located in the United States that are wholly owned by Borrower or its Borrowing Base Subsidiaries, unencumbered by any Lien or Liens (other than Permitted Encumbrances), and that are subject to a recorded plat or subdivision map, in substantial compliance with all applicable Laws and available for the construction thereon of foundations for Units.
Distribution” means, with respect to any shares of capital stock or any warrant or right to acquire shares of capital stock or any other equity security issued by a Person, (a) the retirement, redemption, purchase, or other acquisition for value (other than for capital stock of the same type of such Person) by such Person of any such security, (b) the declaration or payment by such Person of any dividend in Cash or in Property (other than in capital stock of the same type of such Person) on or with respect to any such security, and (c) any Investment by such Person in any holder of 5% or more of the capital stock (or other equity securities) of such Person, if a purpose of such Investment is to avoid the characterization of the transaction between such Person and such holder as a Distribution under clause (a) or (b) above. In addition, to the extent any loan or advance by Borrower to one of its Subsidiaries is deemed to be an “Investment” for purposes of this Agreement, then any principal payment made by such Subsidiary in respect of such loan or advance shall be considered a Distribution for purposes of Section 6.12.
Dollars” means the national currency of the United States of America.
Domestic Lending Office” means, with respect to each Bank, its office, branch or affiliate identified on the signature pages hereof as its Domestic Lending Office or such other office, branch or affiliate as such Bank may hereafter designate as its Domestic Lending Office by notice to Borrower and Administrative Agent.
Domestic Subsidiary” means, with respect to any Person and as of any date of determination, a Subsidiary of such Person (a) that is organized under the Laws of the United States of America or any state thereof, so long as substantially all of the assets of such Subsidiary do not consist of capital stock of one or more Foreign Subsidiaries, and (b) the majority of the assets of which (as reflected on a balance sheet of such Subsidiary prepared in accordance with Generally Accepted Accounting Principles consistently applied) is located in the United States of America.
EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established
16


in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
Eligible Assignee” means: (a) a Bank; (b) an Affiliate of a Bank; or (c) a financial institution that has, or is a wholly-owned subsidiary of a parent company that has, (i) an unsecured long-term debt rating of not less than BBB+ from S&P or Baa1 from Moody’s (or BBB+ from S&P and Baa1 from Moody’s if both agencies issue ratings of its unsecured long-term debt) and (ii) if its unsecured short-term debt is rated, an unsecured short-term debt rating of not less than A2 from S&P or P2 from Moody’s (or A2 from S&P and P2 from Moody’s if both agencies issue ratings of its unsecured short-term debt); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include (i) Borrower or any of Borrower’s Affiliates or Subsidiaries, or (ii) any Defaulting Bank or Potential Defaulting Bank or any of their respective subsidiaries, or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause (ii).
ERISA” means, at any date, the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder, all as the same shall be in effect at such date.
ERISA Affiliate” means, with respect to Borrower, any other Person (or any trade or business, whether or not incorporated) that is under common control with Borrower within the meaning of Section 414 of the Code.
ERISA Event” means: (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal (within the meanings of Sections 4203 and 4205 of ERISA) by Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in “reorganization” (within the meaning of Section 4241 of ERISA), “insolvency” (within the meaning of Section 4245 of ERISA), or “endangered or critical status” (within the meaning of Section 305 of ERISA); (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Borrower or any ERISA Affiliate; (g) a determination that any Pension Plan is, or is expected to be in “at-risk” status (as defined in Section 303(i)(4)(A) of ERISA or Section 430(i)(4)(A) of the
17


Code); (h) the failure by Borrower or any ERISA Affiliate to meet the funding requirements of Sections 412 and 430 of the Code or Sections 302 and 303 of ERISA with respect to any Pension Plan, whether or not waived, or the failure to make by its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (i) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan; or (j) the imposition of a Lien upon the assets of Borrower or any ERISA Affiliate pursuant to the Code or ERISA with respect to any Pension Plan.
Erroneous Payment” has the meaning set forth in Section 10.15(a).
Erroneous Payment Deficiency Assignment” has the meaning set forth in Section 10.15(d)(i).
Erroneous Payment Impacted Class” has the meaning set forth in Section 10.15(d)(i).
Erroneous Payment Return Deficiency” has the meaning set forth in Section 10.15(d)(i).
Erroneous Payment Subrogation Rights” has the meaning set forth in Section 10.15(e).
Escrow Receivables” means, as of any date of determination, the amounts due to Borrower or any Borrowing Base Subsidiary and held at an escrow or title company following the sale and conveyance of title of a Model Home or Unit to a buyer (including an escrow or title company that is a Subsidiary of Borrower) to the extent that such amounts are free and clear of all Liens and Rights of Others and are not subject to any restriction pursuant to any Contractual Obligations.
EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.
Event of Default” has the meaning provided in Section 9.1.
Exchange Act” means the Securities Exchange Act of 1934, as amended.
Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient made by or on account of any obligation of Borrower hereunder,
(a)    taxes imposed on or measured by net income (however denominated), franchise taxes and branch profits taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Bank, its applicable Lending Office located in the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that are Connection Taxes;
(b)    in the case of a Bank (other than an assignee pursuant to a request by Borrower under Section 11.27) (i) United States federal withholding (including backup
18


withholding) Taxes imposed on amounts payable to or for the account of such Bank at the time such Bank becomes a party hereto (or designates a new Lending Office) or (ii) is attributable to such Bank’s failure or inability (other than as a result of a Change in Law) to comply with Section 3.10(e), except, in each case, to the extent that such Bank (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrower with respect to such withholding tax; and
(c)    any United States federal withholding Taxes imposed under FATCA.
Existing Indenture means that certain Indenture, by and between Borrower, the guarantors party thereto and Regions Bank (successor to U.S. Bank Trust Company National Association), as trustee, dated as of January 28, 2004, as supplemented by that certain First Supplemental Indenture dated as of January 28, 2004, that certain Second Supplemental Indenture dated as of June 30, 2004, that certain Third Supplemental Indenture dated as of May 1, 2006, that certain Fourth Supplemental Indenture dated as of November 9, 2006, that certain Fifth Supplemental Indenture dated as of August 17, 2007, that certain Sixth Supplemental Indenture dated as of January 30, 2012, that certain Seventh Supplemental Indenture dated as of January 11, 2013, that certain Eighth Supplemental Indenture dated as of March 12, 2013, that certain Ninth Supplemental Indenture dated as of February 28, 2014, that certain Tenth Supplemental Indenture dated as of January 22, 2019, that certain Eleventh Supplemental Indenture dated as of January 20, 2022, and that certain Twelfth Supplemental Indenture dated as of January 19, 2023, as the same may be amended, modified or supplemented from time to time.
Existing Loan Agreement” has the meaning set forth in the first paragraph hereof.
Existing Loan Documents” means the “Loan Documents” as defined in the Existing Loan Agreement.
Exposure” means for any Bank, as of any date of determination, the product obtained by multiplying that Bank’s then effective Pro Rata Share by the then effective Commitment.
FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof.
Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero percent (0.0%), such rate shall be deemed to be zero percent (0.0%).
Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States.
19


Financial Letter of Credit” means any letter of credit issued by an issuer for the account of Borrower or a Subsidiary that represents an irrevocable obligation on the part of the issuer:
(a)    to repay money borrowed by or advanced to Borrower or a Subsidiary; or
(b)    to make payment on account of any indebtedness undertaken by Borrower or a Subsidiary, in each case with respect to the foregoing clauses (a) and (b), in the event that Borrower or Subsidiary fails to fulfill its financial obligations to the beneficiary.
Financial Subsidiary” means (a) any Subsidiary of Borrower that is organized and operates solely to issue (i) collateralized mortgage obligations or (ii) other similar asset-backed obligations, (b) any other Subsidiary of Borrower that (i) is engaged primarily in the business of origination, marketing, and servicing of residential mortgage loans, the sale of servicing rights, or the financing of long term residential mortgage loans, (ii) holds not less than ninety-five percent (95%) of its total assets in the form of Cash, Cash Equivalents, notes and mortgages receivable, Cash or Cash Equivalents held by a trustee for the benefit of such Subsidiary or other financial instruments, and (iii) is the subject of an Officer’s Certificate of Borrower delivered to Administrative Agent stating that such Subsidiary is a Financial Subsidiary within the meaning hereof, and (c) any other Subsidiary of Borrower that (i) is or has been engaged primarily in the business of providing insurance (including, without limitation, any captive insurance Subsidiary of Borrower), escrow or title services, or any similar or related financial services, and (ii) is the subject of an Officer’s Certificate of Borrower delivered to Administrative Agent stating that such Subsidiary is a Financial Subsidiary within the meaning hereof; provided that, in no event shall Home Community Mortgage, LLC (or any successor thereto) be a Financial Subsidiary. As of the Closing Date, the Financial Subsidiaries are Endeavour Venture Partners LLC, Escoba Insurance Company, KB HOME Insurance Agency Inc., KB HOME Insurance Agency of Texas Holdings, Inc., KB HOME Mortgage Company, KB HOME Mortgage Ventures LLC, KB HOME Title Services Inc., San Antonio Title Co., and Intrepid Venture Partners LLC.
Fiscal Quarter” means each of the fiscal quarters of Borrower ending on each February 28 (or 29, if a leap year), May 31, August 31 and November 30.
Fiscal Year” means each of the fiscal years of Borrower ending on each November 30.
Fitch” means Fitch Ratings, or any successor thereto.
Floor” means a rate of interest equal to 0.0%.
Foreign Bank” means any Bank that is organized under the Laws of a jurisdiction other than that in which Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
Foreign Subsidiary” means, with respect to any Person, a Subsidiary of that Person which is not a Domestic Subsidiary and which is a controlled foreign corporation as defined in Section 957 of the Code.
20


Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.
GAAP Subsidiaries” means, with respect to Borrower, all entities whose financial statements are consolidated with the consolidated financial statements of Borrower under Generally Accepted Accounting Principles.
GAAP Value” means, with respect to any property or asset, the book value for such property or asset determined in accordance with Generally Accepted Accounting Principles consistently applied.
Generally Accepted Accounting Principles” (or “GAAP”) means generally accepted accounting principles in the United States as in effect from time to time, unless otherwise specified herein; provided, that any change in GAAP after the Closing Date shall not cause any lease that was not or would not have been a Capital Lease prior to such change to be deemed a Capital Lease. The term “consistently applied,” as used in connection therewith, means that the accounting principles applied to financial statements of a Person as of any date or for any period are consistent in all material respects (subject to Section 1.2) to those applied to financial statements of that Person as of recent prior dates and for recent prior periods.
Government Securities” means (a) readily marketable direct full faith and credit obligations of the United States of America or obligations unconditionally guaranteed by the full faith and credit of the United States of America and (b) obligations of an agency or instrumentality of, or corporation owned, controlled or sponsored by, the United States of America that are generally considered in the securities industry to be implicit obligations of the United States of America.
Governmental Agency” means (a) any federal, state, county or municipal government, or political subdivision thereof, (b) any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality, or public body, (c) any court or administrative tribunal, or (d) any arbitration tribunal or other non-governmental authority to whose jurisdiction a Person has consented, in each case whether of the United States of America or any other nation.
Guarantor Subsidiary” means (a) any direct or indirect wholly owned Domestic Subsidiary of Borrower which is a Consolidated Subsidiary and a Significant Subsidiary, other than any Financial Subsidiary and (b) any other Domestic Subsidiary of Borrower, other than any Financial Subsidiary, that is designated in writing by Borrower as required hereby or at its option as a Guarantor Subsidiary; provided that the assets of all direct or indirect wholly owned Domestic Subsidiaries of Borrower that are not Guarantor Subsidiaries shall not in the aggregate exceed 10% of the Consolidated Net Tangible Assets of Borrower and its Consolidated Subsidiaries (excluding the assets of Financial Subsidiaries), in each case measured as of the end of the previous Fiscal Year. As of the Closing Date, the Guarantor Subsidiaries include each Guarantor Subsidiary under the Existing Loan Agreement.
21


Hazardous Materials” means substances defined as “hazardous substances” pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq., or as “hazardous”, “toxic” or “pollutant” substances or as “solid waste” pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., or as “friable asbestos” pursuant to the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq. or any other applicable Hazardous Materials Law, in each case as such Laws are amended from time to time.
Hazardous Materials Laws” means all Laws governing the treatment, transportation or disposal of Hazardous Materials applicable to any real Property of Borrower or its Subsidiaries.
Homes Under Construction” means, collectively, as of any date of determination, Sold Homes, Speculative Units and Model Homes that are unencumbered by any Lien or Liens (other than Permitted Encumbrances).
Illegality Notice” has the meaning set forth in Section 3.4.
Increasing Bank” has the meaning set forth in Section 2.7(a)(i).
Indebtedness” means, with respect to any Person, without duplication, (a) all indebtedness of such Person for borrowed money, (b) that portion of the obligations of such Person under Capital Leases that should properly be recorded as a liability on a balance sheet of that Person prepared in accordance with Generally Accepted Accounting Principles as in effect on the date of this Agreement, (c) any obligation of such Person that is evidenced by a promissory note or other instrument representing an extension of credit to such Person, whether or not for borrowed money, (d) any obligation of such Person for the deferred purchase price of Property or services (other than trade or other accounts payable incurred in the ordinary course of business and obligations under Profit and Participation Agreements), (e) any obligation of the types referred to in clauses (a) through (d) above that is secured by a Lien (other than Permitted Encumbrances) on assets of such Person, whether or not that Person has assumed such obligation or whether or not such obligation is non-recourse to the credit of such Person, but only to the extent of the fair market value of the assets so subject to the Lien if such obligation is non-recourse, (f) obligations of such Person arising under acceptance facilities or under facilities for the discount of accounts receivable of such Person, (g) any obligation of such Person under Financial Letters of Credit issued for the account of such Person to the extent not Cash Collateralized, and (h) net obligations of such Person under any Swap Contract. Notwithstanding the foregoing, none of the items described in the foregoing clauses (a) through (h) between or among Borrower and/or any of its Consolidated Subsidiaries shall constitute Indebtedness for purposes of Sections 6.10, Section 6.11 or the definitions used therein.
Indemnified Liabilities” has the meaning set forth in Section 11.10.
Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.
22


Indemnitees” has the meaning set forth in Section 11.10.
Indenture” means (a) the Existing Indenture, and (b) any other trust indenture entered into by Borrower, the guarantors party thereto from time to time, if any, and the indenture trustee.
Information” has the meaning set forth in Section 11.12.
Intangible Assets” means assets that are considered intangible assets under Generally Accepted Accounting Principles consistently applied, including (a) customer lists, goodwill, computer software, unamortized deferred charges, unamortized debt discount, capitalized research and development costs and other intangible assets and (b) any write-up in book value of any asset subsequent to its acquisition.
Interest Period” means, as to each Term SOFR Rate Loan, a period of one (1), three (3) or six (6) months, as designated by Borrower in the applicable Loan Notice; provided that (a) the first day of each Interest Period must be a Business Day, (b) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day, unless such Business Day falls in the next calendar month, in which case the Interest Period shall end on the next preceding Business Day, (c) no Interest Period may extend beyond the Maturity Date (within the meaning of clause (a) of the definition thereof) and (d) no tenor that has been removed from this definition pursuant to Section 3.9(d) shall be available for specification in such Loan Notice.
Investment” means, with respect to any Person, any investment by that Person, whether by means of purchase or other acquisition of capital stock or other Securities of any other Person or by means of loan, advance, capital contribution, or other debt or equity participation or interest in any other Person, including any partnership or joint venture interest in any other Person; provided that an Investment of a Person shall not include any trade or account receivable arising in the ordinary course of the business of such Person, whether or not evidenced by a note or other writing. The amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the market value of such Investment.
Investment Grade Credit Rating” means, as of any date of determination, that at least two (2) Rating Agencies have as of that date issued credit ratings for Borrower’s non-credit-enhanced long-term senior unsecured debt of (a) at least BBB- in the case of S&P, (b) at least Baa3 in the case of Moody’s, and (c) at least BBB- in the case of Fitch.
IRS” means the United States Internal Revenue Service.
Joint Venture” means any Person, other than a Subsidiary, (a) in which Borrower or any Subsidiary of Borrower holds an equity Investment which entitles Borrower or such Subsidiary to more than ten percent (10%) of (i) the ordinary voting power for the election of the board of directors or other governing body of such Person or (ii) the partnership, membership or other ownership interest in such Person, and (b) which has at least one (1) holder of its equity interests
23


that is not an Affiliate of Borrower or any Subsidiary of Borrower. Notwithstanding the foregoing, for the purposes of Section 6.16, the term “Joint Venture” will not include any equity Investment in any Person if the dollar amount of that investment is less than $2,500,000, computed in accordance with Generally Accepted Accounting Principles consistently applied, but only to the extent that the aggregate dollar amount of such equity Investments is less than $25,000,000.
L/C Borrowing” means an extension of credit resulting from a drawing under a Letter of Credit which has not been reimbursed on the date required or refinanced as a loan under the Revolving Credit Agreement.
Land Held for Future Development” means, as of any date of determination, Land Parcels where development activity has been suspended or has not yet begun, but is expected to occur in the future.
Land Held for Sale” means, as of any date of determination, Land Parcels that are designated by Borrower as to be sold to any Person that is not an Affiliate of Borrower.
Land Parcels” means parcels of land located in the United States wholly-owned by Borrower or any Borrowing Base Subsidiary that are unencumbered by any Lien or Liens (other than Permitted Encumbrances).
Land Under Development” means, as of any date of determination, Lots Under Development and Developed Lots excluding lots included in the Homes Under Construction and Land Held for Future Development categories.
Laws” means, collectively, all foreign, federal, state and local statutes, treaties, codes, ordinances, rules, regulations and controlling precedents of any Governmental Agency.
Lending Office” means, as to any Bank, the office or offices of such Bank described as such in such Bank’s Administrative Questionnaire, or such other office or offices as a Bank may from time to time notify Borrower and Administrative Agent.
Letter of Credit” means any of the standby letters of credit issued or deemed issued pursuant to the Revolving Credit Agreement, either as originally issued or as the same may be supplemented, modified, amended, renewed, extended or supplanted.
Letter of Credit Collateralize” means to deliver to the administrative agent under the Revolving Credit Agreement, for the benefit of the issuing banks and banks thereunder, as collateral for the then outstanding amount of the Letter of Credit Usage, one or more irrevocable letters of credit.
Letter of Credit Usage” means, as of any date of determination, the aggregate undrawn face amount of outstanding Letters of Credit plus the aggregate amount of all Unreimbursed Amounts, including all L/C Borrowings.
24


Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, lien or charge of any kind, whether voluntarily incurred or arising by operation of Law or otherwise, affecting any Property, including any conditional sale or other title retention agreement, any lease in the nature of a security interest, or the authorized filing of any financing statement (other than a precautionary financing statement with respect to a lease that is not in the nature of a security interest) under the Uniform Commercial Code or comparable Law of any jurisdiction with respect to any Property.
Liquidity” means at any time, the result of (a) all Unrestricted Cash held by Borrower and the Borrowing Base Subsidiaries as of the date of determination, excluding the amount, if any, included in the calculation of the Unrestricted Cash element of the Borrowing Base as of such date of determination, plus (b) the available amount of aggregate undrawn commitments under the Revolving Credit Agreement as of such date.
Loan” means the aggregate of the Advances made by the Banks pursuant to Article II.
Loan Documents” means, collectively, this Agreement, the Notes, the Subsidiary Guaranty, any Loan Notice, any Compliance Certificate, any Borrowing Base Certificate and any other instruments, documents or agreements of any type or nature hereafter executed and delivered by Borrower or any of its Subsidiaries or Affiliates to Administrative Agent or any other Bank pursuant to this Agreement, in each case either as originally executed or as the same may from time to time be supplemented, modified, amended, restated, extended or supplanted.
Loan Notice” means a notice of (a) a request for a Loan, (b) a conversion of the Loan from one Type to the other or (c) a continuation of a Term SOFR Rate Loan and, if in writing, shall be substantially in the form of Exhibit D.
Loan Parties” means, collectively, Borrower and each Guarantor Subsidiary.
Lots Under Development” means, as of any date of determination, Land Parcels that are being developed into Developed Lots.
LTV Maintenance Agreement” means a guaranty or other agreement entered into by Borrower or any of its Consolidated Subsidiaries, for the benefit of the holder of any secured Indebtedness of a Person that is not Borrower or any of its Consolidated Subsidiaries, to maintain a specified loan-to-value ratio with respect to real Property that secures such Indebtedness.
LTV Maintenance Exposure” means, with respect to any LTV Maintenance Agreement, the amount equal to (a) the amount of the Indebtedness with respect to which the LTV Maintenance Agreement is delivered exceeds (b) the product of (i) the book value of the real Property securing such Indebtedness (or such lesser value as is provided in or determined under the agreements governing such Indebtedness) and (ii) a percentage equal to the loan-to-value ratio (stated as a fraction) that Borrower or any of its Consolidated Subsidiaries agrees to maintain under the applicable LTV Maintenance Agreement; provided that if Borrower or one of its Consolidated Subsidiaries is liable severally but not jointly and severally with one or more other obligors under the LTV Maintenance Agreement, the amount of the Contingent Guaranty
25


Obligation in respect of such LTV Maintenance Agreement for Borrower or such Consolidated Subsidiary shall be the product of (x) the amount determined as set forth above and (y) the maximum percentage of the aggregate liability under such LTV Maintenance Agreement with respect to which Borrower or such Consolidated Subsidiary is severally liable; provided further, that if the LTV Maintenance Exposure with respect to a LTV Maintenance Agreement is less than zero, the LTV Maintenance Exposure for that LTV Maintenance Agreement shall be deemed to be zero.
Material Adverse Effect” means any one or more events, developments or circumstances which, individually or when aggregated with any other circumstances or events, has had or would reasonably be expected to have a material adverse effect on (i) the business, property, financial condition or results of operations of Borrower and its Subsidiaries taken as a whole, (ii) the ability of Borrower to perform its payment or other material obligations under the Loan Documents or (iii) the validity or enforceability of any of the Loan Documents or the rights or remedies of Administrative Agent and the Banks thereunder.
Material Amount of Assets” means, as of any date of determination, more than 10% of the consolidated total assets of Borrower and its Subsidiaries as of such date (other than assets of, or Investments in, Financial Subsidiaries or Borrower’s Consolidated ASC 810 Subsidiaries).
Maturity Date” means November 12, 2029.
Model Homes” means housing Units which have been completed, furnished and landscaped and are used in the marketing efforts with respect to a residential home community.
Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.
Multiemployer Plan” means any “employee benefit plan” (as defined in Section 3(3) of ERISA) of a type described in Section 4001(a)(3) of ERISA, to which Borrower or any ERISA Affiliate makes or is obligated to make contributions.
Net Realizable Value Adjustment” means the adjustment required pursuant to Generally Accepted Accounting Principles consistently applied (including ASC 360 issued by the Financial Accounting Standards Board) to reflect a decrease in the book value of assets below their historical costs.
Non-Consenting Bank” has the meaning set forth in Section 11.2.
Non-Defaulting Bank” means, at any time, a Bank that is not a Defaulting Bank or a Potential Defaulting Bank.
Non-Recourse Indebtedness” means Indebtedness incurred in connection with the purchase or improvement of Property (and any amendment, extension or refinancing of such Indebtedness) (a) that is secured solely by the Property purchased or improved, personal property related thereto, the equity interests in the borrower (but not Borrower hereunder) of such Indebtedness (if such Property constitutes all or substantially all of the assets of such borrower)
26


and/or its subsidiaries and/or proceeds of any of the foregoing and (b) the sole legal recourse for collection of principal and interest on such Indebtedness is against such collateral and/or such borrower and/or its subsidiaries; provided that any direct or indirect obligations or liabilities of any Person for indemnities, covenants (including, without limitation, performance, completion or similar guarantees or covenants) or for breach of any warranty, representation or covenant, in each case including indemnities for and liabilities arising from fraud, misrepresentation, misapplication or non-payment of rents, profits, deposits, insurance and condemnation proceeds and other sums actually received by the applicable borrower from secured assets, environmental claims, waste, mechanics’ liens, failure to pay taxes or insurance, breach of separateness covenants, bankruptcy and insolvency events or any other circumstances customarily excluded from exculpation provisions and/or included in separate indemnification or guaranty agreements in non-recourse financings of real estate will in each case not cause any Indebtedness described in (a) and (b) above, whether in whole or in any part, to be classified as other than “Non-Recourse Indebtedness”.
Note” means each promissory note made by Borrower to a Bank evidencing the Advances under that Bank’s Pro Rata Share of the Commitment, substantially in the form of Exhibit E, either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.
Obligations” means all present and future obligations of every kind or nature of Borrower or any Loan Party at any time and from time to time owed to Administrative Agent or the Banks or any one or more of them under any one or more of the Loan Documents, whether due or to become due, matured or unmatured, liquidated or unliquidated, or contingent or noncontingent, including obligations of performance as well as obligations of payment, and including interest that accrues to the extent permitted by applicable Law after the commencement of any proceeding under any Debtor Relief Law by or against Borrower, as well as the Loan Parties’ obligations, if any, to pay, discharge and satisfy the Erroneous Payment Subrogation Rights.
OFAC” means the U.S. Treasury Department’s Office of Foreign Assets Control.
Officer’s Certificate” means, when used with reference to any Person, a certificate signed by a Senior Officer of such Person.
Opinions of Counsel” means the favorable written legal opinions of counsel to Borrower and the Guarantor Subsidiaries in form and substance reasonably acceptable to Administrative Agent, together with copies of all factual certificates and legal opinions upon which such counsel has relied.
Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except, in each case, any such taxes that are Connection Taxes imposed with
27


respect to an assignment, other than an assignment made pursuant to Section 11.27, or sale of a participation.
Outbound Investment Rules” means the regulations administered and enforced, together with any related public guidance issued, by the United States Treasury Department under U.S. Executive Order 14105 of August 9, 2023, or any similar law or regulation and as codified at 31 C.F.R. § 850.101 et seq.
Outstanding Amount” means with respect to the Loan on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of the Loan, as the case may be, occurring on such date.
Parent Company” means, with respect to a Bank, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Bank, or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Bank.
Participant” has the meaning set forth in Section 11.8(d).
Party” means any Person other than the Banks or Administrative Agent which now or hereafter is a party to any of the Loan Documents.
PATRIOT Act” has the meaning set forth in Section 11.26.
Payment Recipient” has the meaning set forth in Section 10.15(a).
PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto established under ERISA.
Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, which is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code, and which is sponsored or maintained by Borrower or any ERISA Affiliate or to which Borrower or any ERISA Affiliate contributes or has an obligation to contribute.
Performance Letter of Credit” means any letter of credit issued by an issuer for the account of Borrower or a Subsidiary that is not a Financial Letter of Credit.
Permitted Encumbrances” means:
(a)    inchoate Liens incident to construction or maintenance of real property; or Liens incident to construction or maintenance of real property now or hereafter filed of record for which adequate reserves have been set aside if required by, and in accordance with, Generally Accepted Accounting Principles and which are being contested in good faith by appropriate proceedings and have not proceeded to judgment, provided that, by reason of nonpayment of the obligations secured by such Liens, no material property is subject to a material risk of loss or forfeiture;
28


(b)    Liens for taxes and assessments on real property which are not yet past due; or Liens for taxes and assessments on real property for which adequate reserves have been set aside if required by, and in accordance with, Generally Accepted Accounting Principles and are being contested in good faith by appropriate proceedings and have not proceeded to judgment, provided that, by reason of nonpayment of the obligations secured by such Liens, no material property is subject to a material risk of loss or forfeiture;
(c)    minor defects and irregularities in title to any real property which in the aggregate do not materially impair the fair market value or use of the real property for the purposes for which it is or may reasonably be expected to be held;
(d)    easements, exceptions, reservations, or other agreements for the purpose of pipelines, conduits, cables, wire communication lines, power lines and substations, streets, trails, walkways, drainage, irrigation, water, utilities, and sewerage purposes, dikes, canals, ditches, the removal of oil, gas, coal, or other minerals, and other like purposes affecting real property, facilities, or equipment which in the aggregate do not materially burden or impair the fair market value or use of such property for the purposes for which it is or may reasonably be expected to be held;
(e)    easements, exceptions, reservations, or other agreements for the purpose of facilitating the joint or common use of property affecting real property which in the aggregate do not materially burden or impair the fair market value or use of such property for the purposes for which it is or may reasonably be expected to be held;
(f)    rights reserved to or vested in any Governmental Agency to control or regulate the use of any real property;
(g)    any obligations or duties affecting any real property to any Governmental Agency with respect to any right, power, franchise, grant, license, or permit;
(h)    present or future zoning laws and ordinances or other Laws and ordinances restricting the occupancy, use, or enjoyment of real property;
(i)    statutory Liens, including warehouseman’s liens, other than those described in clauses (a) or (b) above and any Lien imposed pursuant to the Code or ERISA with respect to any Pension Plan, arising in the ordinary course of business with respect to obligations which are not delinquent or are being contested in good faith, provided that, if delinquent, adequate reserves have been set aside with respect thereto and, by reason of nonpayment, no material property is subject to a material risk of loss or forfeiture;
(j)    covenants, conditions, and restrictions affecting the use of real property which in the aggregate do not materially impair the fair market value or use of the real property for the purposes for which it is or may reasonably be expected to be held;
(k)    rights of tenants under leases and rental agreements covering real property entered into in the ordinary course of business of the Person owning such real property;
29


(l)    Liens consisting of pledges or deposits to secure obligations under workers’ compensation laws or similar legislation, including Liens of judgments thereunder which are not currently dischargeable;
(m)    Liens consisting of pledges or deposits of property to secure performance in connection with leases (other than Capital Leases) made in the ordinary course of business to which Borrower or a Subsidiary is a party as lessee, provided the aggregate value of all such pledges and deposits in connection with any such lease does not at any time exceed 25% of the annual fixed rentals payable under such lease;
(n)    Liens consisting of deposits of property to secure statutory obligations of Borrower or a Subsidiary of Borrower in the ordinary course of its business; and
(o)    Liens consisting of deposits of property to secure (or in lieu of) surety, appeal or customs bonds in proceedings to which Borrower or a Subsidiary of Borrower is a party in the ordinary course of its business.
Permitted Right of Others” means a Right of Others consisting of (a) an interest (other than a legal or equitable co-ownership interest, an option or right to acquire a legal or equitable co-ownership interest and any interest of a ground lessor under a ground lease), that does not materially impair the value or use of property for the purposes for which it is or may reasonably be expected to be held, (b) an option or right to acquire a Lien that would be a Permitted Encumbrance or (c) the reversionary interest of a landlord under a lease of Property.
Person” means an individual, trustee, corporation, general partnership, limited partnership, limited liability company, joint stock company, trust, estate, unincorporated organization, union, tribe, business association or Governmental Agency, or other entity.
Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established, maintained or contributed to by Borrower or any of its Subsidiaries or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate, or as applicable, with respect to which Borrower or any of its Subsidiaries or any ERISA Affiliate may have any liability (whether actual or contingent).
Platform” has the meaning set forth in Section 7.1.
Potential Defaulting Bank” means, at any time, any Bank (i) with respect to which an event of the kind referred to in the definition of “Bank Insolvency Event” has occurred and is continuing in respect of any financial institution affiliate of such Bank, (ii) that has notified, or whose Parent Company or a financial institution affiliate thereof has notified, Administrative Agent or Borrower in writing, or has stated publicly, that it does not intend to comply with its funding obligations under any other loan agreement or credit agreement or other similar agreement, or (iii) that has, or whose Parent Company has, a non-investment grade rating from Moody’s or S&P or another nationally recognized rating agency. Any determination by Administrative Agent that a Bank is a Potential Defaulting Bank under any of clauses (i) through (iii) above will be conclusive and binding absent manifest error, and such Bank will be deemed a
30


Potential Defaulting Bank upon notification of such determination by Administrative Agent to Borrower and the Banks.
Pro Rata Share” of a Bank, (a) as it pertains to the Commitment, means the applicable percentage set forth opposite the name of that Bank on Schedule 1.1 to this Agreement, as such Schedule 1.1 may change from time to time in accordance with the terms of this Agreement or in accordance with any effective Assignment and Assumption and (b) after the funding of the Loan, means the applicable percentage of the Total Outstandings attributable to that Bank.
Profit and Participation Agreement” means an agreement with respect to which the purchaser of any Property agrees to pay the seller of such Property a profit participation, price participation, or premium participation in such Property.
Projections” means the financial projections of Borrower delivered to Administrative Agent on September 30, 2025.
Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.
PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
Public Lender” has the meaning set forth in Section 7.1.
Quarterly Payment Date” means each March 31, June 30, September 30 and December 31 occurring after the Closing Date.
Rating Agencies” means S&P, Moody’s and Fitch.
Recipient” means (a) Administrative Agent and (b) any Bank, as applicable.
Register” has the meaning set forth in Section 11.8(c).
Regulation U” means Regulation U, as at any time amended, of the Board of Governors of the Federal Reserve System or any other regulation in substance substituted therefor.
Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.
Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.
Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.
31


Required Banks” means, as of any date of determination, Banks having an aggregate Pro Rata Share of more than 50% of the Commitment or, if the commitment of each Bank to make Advances has been terminated or suspended, or, following the initial funding of the Loan, Banks holding in the aggregate more than 50% of the Total Outstandings; provided that the Pro Rata Share of the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Bank shall be excluded for purposes of making a determination of Required Banks.
Requirement of Law” means, as to any Person, any Law or any judgment, award, decree, writ or determination of, or any consent or similar agreement with, a Governmental Agency, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.
Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
Responsible Official” means (a) when used with reference to a Person other than an individual, any corporate officer of such Person, general partner of such Person, corporate officer of a corporate general partner of such Person, or corporate officer of a corporate general partner of a partnership that is a general partner of such Person, or any other responsible official thereof duly acting on behalf thereof, and (b) when used with reference to a Person who is an individual, such Person. Any document or certificate hereunder that is signed or executed by a Responsible Official of a Person shall be conclusively presumed to have been authorized by all necessary corporate, partnership or other action on the part of that Person.
Revolving Credit Agreement” means that certain Revolving Loan Agreement dated as of November 12, 2025 by and among Borrower, the banks party thereto, and Bank of America, N.A., as administrative agent, as the same may be amended, restated, amended and restated, extended, renewed, supplemented, refinanced, replaced or otherwise modified from time to time.
Revolving Credit Outstanding Amount” means:
(a)    with respect to Revolving Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such loans, as the case may be, occurring on such date; and
(b)    with respect to any Letter of Credit Usage on any date, the amount of such Letter of Credit Usage on such date, after giving effect to the issuance, extension, expiry, renewal or increase of any Letter of Credits occurring on such date and any other changes in the aggregate amount of the Letter of Credit Usage as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.
Revolving Credit Total Outstandings” means the aggregate Revolving Credit Outstanding Amount of all Revolving Loans and all Letter of Credit Usage.
32


Revolving Loans” means the revolving loans made to Borrower pursuant to the Revolving Credit Agreement.
Right of Others” means, with respect to any Property in which a Person has an interest, (a) any legal or equitable claim or other interest (other than a Lien) in or with respect to that Property held by any other Person, and (b) any option or right held by any other Person to acquire any such claim or other interest (including a Lien).
S&P” means Standard & Poor’s, a division of S&P Global Inc., and any successor thereto.
Sanction(s)” means any sanction administered or enforced by the United States Government (including OFAC), the United Nations Security Council, the European Union, His Majesty’s Treasury (“HMT”) or other relevant sanctions authority.
Securities” means any capital stock, share, voting trust certificate, bonds, debentures, notes or other evidences of indebtedness, limited partnership interests, or any warrant, option or other right to purchase or acquire any of the foregoing.
Senior Officer” means the (a) chief executive officer, (b) chief operating officer, (c) chief financial officer, (d) chief accounting officer, or (e) treasurer, in each case whatever the title nomenclature may be, of the Person designated.
Shareholders’ Equity” means, as of any date of determination, shareholders’ equity as of that date determined in accordance with Generally Accepted Accounting Principles consistently applied; provided that there shall be excluded from Shareholders’ Equity any amount attributable to capital stock that is, directly or indirectly, required to be redeemed or repurchased by the issuer thereof prior to the date which is one year after the Maturity Date or upon the occurrence of specified events or at the election of the holder thereof.
Significant Subsidiary” means, as of the Closing Date and as of any other date of determination, any Subsidiary of Borrower (other than a Joint Venture) which is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under the Exchange Act using 5% rather than 10% in all cases and excluding the effect of Financial Subsidiaries; provided that no Financial Subsidiary shall be a Significant Subsidiary.
SOFR” means the Secured Overnight Financing Rate as administered by the SOFR Administrator.
SOFR Adjustment” means 0.10% (10 basis points).
SOFR Administrator” means the Federal Reserve Bank of New York, as the administrator of SOFR, or any successor administrator of SOFR designated by the Federal Reserve Bank of New York or other person acting as the SOFR Administrator at such time that is satisfactory to Administrative Agent.
33


Sold Homes” means Developed Lots having fully or partially constructed Units thereon (including, at a minimum, a completed foundation for any such Unit) that are subject to bona fide contracts for the sale of such Units to a third party.
Solvent” means, as to any Person, that such Person (a) owns Property whose fair saleable value is greater than the amount required to pay all of such Person’s indebtedness and other obligations (including contingent debts), (b) is able to pay all of its indebtedness and other obligations as such indebtedness and other obligations mature and (c) has capital sufficient to carry on its business and transactions and all business and transactions in which it is about to engage.
Speculative Units” means Developed Lots having fully or partially constructed Units thereon (including, at a minimum, a completed foundation for any such Unit) that are not subject to bona fide contracts for the sale of such Units to a third party, excluding Developed Lots containing Units used as Model Homes.
Subordinated Obligations” means, collectively, all obligations of Borrower or any of its Consolidated Subsidiaries that (a) do not provide for any scheduled redemption on or before 30 days after the Maturity Date, (b) are expressly subordinated to the Obligations under the Loan Documents by a written instrument containing subordination and related provisions (including interest payment blockage, standstill and related provisions) reasonably acceptable to Administrative Agent or the Required Banks, (c) are subject to financial covenants which are reasonably acceptable to Administrative Agent or the Required Banks and (d) are subject to other covenants (other than the covenant to pay interest) and events of default which are reasonably acceptable to Administrative Agent or the Required Banks.
Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, or other business entity whether now existing or hereafter organized or acquired: (a) in the case of a corporation or limited liability company, of which securities having a majority of the ordinary voting power for the election of the board of directors (other than securities having such power only by reason of the happening of a contingency) are at the time owned by such Person or one or more Subsidiaries of such Person; or (b) in the case of a partnership or other business entity, in which such Person or a Subsidiary of such Person is a general partner.
Subsidiary Guaranty” means the guaranty of the Indebtedness of Borrower under this Agreement executed by each Guarantor Subsidiary of Borrower and acknowledged by Administrative Agent substantially in the form of Exhibit G, either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.
Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor
34


transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Agency, including any interest, additions to tax or penalties applicable thereto.
Term SOFR” means:
(a)    for any interest period with respect to a Term SOFR Rate Loan, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government Securities Business Days prior to the commencement of such interest period with a term equivalent to such interest period; provided that if the rate is not published prior to 11:00 a.m. Eastern Time on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto in each case, plus the SOFR Adjustment, and
(b)    for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government Securities Business Days prior to such date with a term of one (1) month commencing that day; provided that if the rate is not published prior to 11:00 a.m. Eastern Time on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment; provided that if Term SOFR would otherwise be less than zero percent (0.0%), Term SOFR shall be deemed zero percent (0.0%).
Term SOFR Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.
Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by Administrative Agent from time to time).
to the best knowledge of” means, when modifying a representation, warranty or other statement of any Person, that such representation, warranty or statement is a representation, warranty or statement that (a) the Person making it has no actual knowledge of the inaccuracy of the matters therein stated and (b) assuming the exercise by the Person making it of reasonable
35


due diligence under the circumstances (in accordance with the standard of what a reasonable Person would have done under similar circumstances), the Person making it would have no actual knowledge of the inaccuracy of the matters therein stated. Where the Person making the representation, warranty or statement is not a natural person, the aforesaid actual or constructive knowledge shall be that of any Senior Officer of that Person.
Total Outstandings” means, as of any date of determination, the aggregate Outstanding Amount of the Loan.
Type” means, with respect to the Loan, its character as a Base Rate Loan, a Term SOFR Rate Loan, or a Daily Simple SOFR Rate Loan.
UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
Unit” means a residential housing unit available for sale, or subject to a contract for the sale of such Unit, located in the United States of America.
Unreimbursed Amount” means the amount of an unreimbursed drawing of a Letter of Credit, to the extent Borrower fails to reimburse the issuing bank thereunder by the date required by the Revolving Credit Agreement.
Unrestricted Cash” means, as of any date of determination, the Cash and Cash Equivalents of Borrower and its Borrowing Base Subsidiaries to the extent that such Cash and Cash Equivalents are free and clear of all Liens and Rights of Others and are not subject to any restriction pursuant to any Contractual Obligations.
U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.
Voting Stock” means, with respect to any Person, the capital stock of such Person having general voting power under ordinary circumstances to elect at least a majority of the
36


board of directors, managers or trustees of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).
Wells Fargo” has the meaning set forth in the first paragraph hereof.
Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
1.2Accounting Terms.
All accounting terms not specifically defined in this Agreement shall be construed in conformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, Generally Accepted Accounting Principles consistently applied, except as otherwise specifically prescribed herein. In the event that Generally Accepted Accounting Principles change during the term of this Agreement such that the financial covenants contained in Sections 6.9, 6.10, 6.11, 6.16 or 6.17 would then be calculated in a different manner or with different components or would render the same not meaningful criteria for evaluating Borrower’s financial condition, (a) Borrower and the Banks agree to amend this Agreement in such respects as are necessary to conform those covenants as criteria for evaluating Borrower’s financial condition to substantially the same criteria as were effective prior to such change in Generally Accepted Accounting Principles and (b) until so amended, (i) such financial covenants shall continue to be computed in accordance with Generally Accepted Accounting Principles prior to such change therein and (ii) Borrower shall provide to Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such financial covenants made before and after giving effect to such change in Generally Accepted Accounting Principles.
1.3Rounding.
Any financial ratios required to be maintained by Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed in this Agreement and rounding the result up or down to the nearest number (with a round-up if there is no nearest number) to the number of places by which such ratio is expressed in this Agreement.
37


1.4Other Interpretive Provisions.
With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a)The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms and to derivations thereof.
(b)Any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document).
(c)The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.
(d)Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.
(e)Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.
(f)The term “including” is by way of example and not limitation.
(g)The term “or” is not exclusive.
(h)The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.
(i)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”
(j)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
1.5Exhibits and Schedules.
All Exhibits and Schedules to this Agreement, either as originally existing or as the same may from time to time be supplemented, modified, or amended, are incorporated herein by reference. A matter disclosed on any Schedule shall be deemed disclosed on all Schedules.
1.6References to “Borrower and its Subsidiaries”.
Any reference herein to “Borrower and its Subsidiaries” or the like shall refer solely to Borrower during such times, if any, as Borrower shall have no Subsidiaries.
38


1.7Time of Day.
Unless otherwise specified, all references herein to times of day shall be references to Eastern standard time.
1.8Reserved.
1.9Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s Laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its capital stock at such time.
1.10Rates.
Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR Screen Rate, Term SOFR or Daily Simple SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Screen Rate, Term SOFR, Daily Simple SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Agent-Related Persons may engage in transactions that affect the calculation of the Base Rate, the Term SOFR Screen Rate, Term SOFR, Daily Simple SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to Borrower. Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Term SOFR Screen Rate, Term SOFR, Daily Simple SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to Borrower, any Bank or any other Person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.
ARTICLE II
LOAN
2.1Loan-General.
39


(a)Subject to the terms and conditions set forth in this Agreement, at any time during the Availability Period, each Bank shall, pro rata according to such Bank’s Pro Rata Share of the Commitment, make an Advance to Borrower under the Commitment in such amount as Borrower may request; provided that the Advance shall be at least 50% of such Bank’s Pro Rata Share of the Commitment. In no event shall the Banks be obligated to make the Loan to Borrower at any time if, after giving effect to such Loan, the provisions of Section 6.17 would be violated. Any portion of the Commitment funded by one or more Banks in accordance with this Agreement shall automatically terminate upon such funding, and any portion of the Commitment not drawn within the Availability Period shall automatically terminate upon the funding of the Loan (or, if no drawing has occurred during the Availability Period, immediately following the end of the Availability Period). Notwithstanding anything to the contrary contained in this Agreement, any amounts of the Loan repaid by Borrower may not be reborrowed.
(b)[Intentionally Omitted].
(c)Subject to the next sentence, the Loan shall be made pursuant to Borrower’s irrevocable Loan Notice to Administrative Agent, which shall specify the requested (i) date of the Loan, (ii) Type of Loan, (iii) amount of the Loan and (iv) in the case of a Term SOFR Rate Loan, Interest Period for such Loan. The Loan Notice delivered under this Agreement may be delivered by mail, email, telecopier, or as otherwise acceptable to Administrative Agent in writing, appropriately completed and signed by a Responsible Official of Borrower.
(d)Promptly following receipt of the Loan Notice, Administrative Agent shall notify each Bank (by telecopier or other electronic transmission permitted hereunder) of the date and Type of the Loan, the applicable Interest Period in the case of a Term SOFR Rate Loan, and that Bank’s Pro Rata Share of the Loan. Not later than 3:00 p.m. New York time, on the date specified for the Loan, each Bank shall make its Pro Rata Share of the Loan in immediately available funds available to Administrative Agent at Administrative Agent’s Office. Upon fulfillment of the applicable conditions set forth in Article VIII, all Advances shall be credited in immediately available funds to the Designated Deposit Account.
(e)The principal amount of the Loan shall be an integral multiple of $1,000,000 and shall be in an amount not less than (i) $1,000,000 if such Loan is a Base Rate Loan and (ii) $5,000,000 if such Loan is a Term SOFR Rate Loan or Daily Simple SOFR Rate Loan.
(f)The Loan Notice shall be irrevocable upon Administrative Agent’s first notification thereof. The obligation of each Bank to make any Advance is several, and not joint or joint and several, and is not conditioned upon the performance by any other Bank of its obligation to make Advances. The failure by any Bank to perform its obligation to make any Advance will not increase the obligation of any other Bank to make Advances.
(g)Subject to Section 3.6(e), Borrower may redesignate (i) a Base Rate Loan as either a Term SOFR Rate Loan or Daily Simple SOFR Rate Loan, (ii) a Term SOFR Rate Loan as a Base Rate Loan, a Term SOFR Rate Loan with a new Interest Period, or a Daily Simple SOFR Rate Loan or (iii) a Daily Simple SOFR Rate Loan as a Base Rate Loan or a Term SOFR Rate Loan by delivering a Loan Notice to Administrative Agent, within the time periods and pursuant to the conditions set forth in Section 2.1(c), 2.2 or 2.3, as applicable, and elsewhere in this Agreement. If no Loan Notice has been made prior to the last day of the Interest Period for an outstanding Term SOFR Rate Loan, within the requisite notice periods set forth in Section 2.3, then Borrower shall be deemed to have requested that such Term SOFR Rate Loan remain designated as a Term SOFR Rate Loan with an Interest Period of the same length.
40


(h)The Advance made by each Bank under this Section 2.1 shall be evidenced by that Bank’s Note to the extent requested by such Bank.
2.2Base Rate Loan.
A request by Borrower for a Base Rate Loan shall be made pursuant to a Loan Notice received by Administrative Agent, at Administrative Agent’s Office, not later than 1:00 p.m. New York time, on the Business Day on which the requested Base Rate Loan is to be made. Administrative Agent shall notify each Bank of a request for a Base Rate Loan as soon as practicable after receipt of the same. The Loan shall constitute a Base Rate Loan unless properly designated as a Term SOFR Rate Loan or Daily Simple SOFR Rate Loan pursuant to Section 2.3.
2.3Term SOFR Rate Loan and Daily Simple SOFR Rate Loan.
(a)A request by Borrower for (i) a Term SOFR Rate Loan shall be made pursuant to a Loan Notice received by Administrative Agent, at Administrative Agent’s Office, not later than 1:00 p.m. New York time, at least two (2) U.S. Government Securities Business Days before the first day of the applicable Interest Period and (ii) a Daily Simple SOFR Rate Loan shall be made pursuant to a Loan Notice received by Administrative Agent, at Administrative Agent’s Office, not later than 1:00 p.m. New York time, on the requested day of borrowing. Administrative Agent shall notify each Bank of a request for the Term SOFR Rate Loan or Daily Simple SOFR Rate Loan, as applicable, as soon as practicable after receipt of the same.
(b)With respect to a Term SOFR Rate Loan, at or about 1:00 p.m., New York time, one (1) U.S. Government Securities Business Days before the first day of the applicable Interest Period, Administrative Agent shall determine the applicable Term SOFR (which determination shall be conclusive in the absence of manifest error) and promptly shall give notice of the same to Borrower and the Banks by telecopier or other electronic transmission permitted hereunder.
(c)With respect to a Daily Simple SOFR Rate Loan, Administrative Agent shall promptly give notice to Borrower and the Banks of the interest rate applicable to such Daily Simple SOFR Rate Loan upon determination of such interest rate by telecopier or other electronic transmission permitted hereunder.
(d)There may be no more than ten (10) different Interest Periods for Loans that are Term SOFR Rate Loans outstanding at the same time.
2.4[Intentionally Omitted].
2.5[Intentionally Omitted].
2.6[Intentionally Omitted].
2.7Optional Increase to Commitment.
(a)Subject to the limitations set forth in this Section, Administrative Agent may, at any time and from time to time at the request of Borrower, increase the Commitment by
41


(i)admitting any Person that immediately prior to such admission was not a Bank as an additional Bank hereunder (each an “Additional Bank”), or (ii) increasing the Exposure of any Bank (each an “Increasing Bank”), subject to the following conditions:
(A)intentionally omitted;
(B)if so requested by the Additional Bank or Increasing Bank, Borrower executes (A) a new Note payable to such Additional Bank, or (B) a replacement Note payable to such Increasing Bank if such Increasing Bank previously received a Note;
(C)each Additional Bank executes and delivers to Administrative Agent an instrument of joinder to this Agreement which is in form and substance acceptable to Administrative Agent;
(D)after giving effect to the admission of any Additional Bank or the increase in the Exposure of any Increasing Bank, the Commitment does not exceed $600,000,000;
(E)each increase in the Commitment shall be in the amount of $5,000,000 or a greater integral multiple of $1,000,000;
(F)no admission of any Additional Bank shall increase the Exposure of any existing Bank without the written consent of such Bank;
(G)no Bank shall be an Increasing Bank without the written consent of such Bank;
(H)no Default or Event of Default exists or would result from such increased Commitment (provided that for the purposes of this condition, compliance with Sections 6.10 and 6.11 shall be determined in accordance with clauses (I) and (J) below);
(I)Borrower satisfies Section 6.10 on a pro forma basis after giving effect to such increased Commitment (which shall be deemed fully drawn for purposes of complying with Section 6.10);
(J)Borrower satisfies Section 6.11(b) (without giving effect to Section 6.11(a) thereof);
(K)Administrative Agent shall have received from Borrower such documents as it may reasonably request in connection with such increase, including:
(1)a certificate signed by a Senior Officer of Borrower certifying that (1) the representations and warranties contained in Article IV and the other Loan Documents are true and correct on and as of the date of the increase, except to the extent that such representations and warranties specifically refer to an earlier date, and except that the Borrowing Base Certificate referred to in Section 4.7(b) shall be deemed to refer to the most recent Borrowing Base Certificate delivered pursuant to Section 2.8, if the same has been so delivered, (2) no Default or Event of Default
42


exists as of the date of the increase or will result from the increase and (3) certifying that the resolutions adopted by Borrower approving or consenting to such increase have not been modified, rescinded or amended and are in full force and effect on and as of the date of the increase; and
(2)a written consent to the increase and reaffirmation of its obligations under the Loan Documents executed by each Guarantor Subsidiary; and
(L)Any such increase shall be effective, if at all, as of the date determined by Administrative Agent and Borrower. Administrative Agent shall promptly notify the Banks of the effective date of such increase.
(b)Except as set forth in Section 2.7(a), no consent of the Banks shall be required for an increase in the amount of the Commitment pursuant to this Section 2.7.
(c)After the admission of any Additional Bank or the increase in the Exposure of any Increasing Bank, Administrative Agent shall promptly provide to each Bank and to Borrower a new Schedule 1.1 to this Agreement.
(d)[Intentionally Omitted].
(e)[Intentionally Omitted].
(f)This Section shall supersede any provisions in Section 11.2 or 11.8 to the contrary.
2.8Borrowing Base.
(a)Reporting of Borrowing Base. Concurrently with the delivery of the financial statements described in Section 7.1(a) and (b), Borrower shall provide Administrative Agent with a Borrowing Base Certificate in a form satisfactory to Administrative Agent showing Borrower’s calculations of the components of the Borrowing Base as of the end of the last Fiscal Quarter and such data supporting such calculations per Exhibit B or in another form as Administrative Agent may reasonably require; provided that Borrower shall have no obligation to provide a Borrowing Base Certificate to Administrative Agent at any time at which Borrower holds an Investment Grade Credit Rating. Any change in the Borrowing Base shall be effective upon receipt of a Borrowing Base Certificate.
(b)Amount of Borrowing Base. As used in this Agreement, the term “Borrowing Base” means a Dollar amount equal to the sum of the following, as of any date of determination, and with respect to Borrower and the Borrowing Base Subsidiaries:
(i)Escrow Receivables. 100% of the aggregate GAAP Value of Escrow Receivables; plus
(ii)Homes Under Construction. 90% of the aggregate GAAP Value of Homes Under Construction; plus
(iii)Land Under Development. 65% of the aggregate GAAP Value of Land Under Development; plus
43


(iv)Land Held For Future Development and Land Held for Sale. 50% of the aggregate GAAP Value of Land Held for Future Development and Land Held for Sale; plus
(v)Unrestricted Cash. At Borrower’s election, up to 100% of Unrestricted Cash in excess of $15,000,000;
provided, however, that the aggregate of the amounts set forth in clause (iv) shall be less than 40% of the Borrowing Base; provided further, that the value of any unentitled land or land under option shall not be included in the Borrowing Base.
2.9Loan Reallocation.
Administrative Agent, Borrower, and each Bank (including any Bank who was not a “Bank” under the Existing Loan Agreement immediately prior to giving effect hereto, each such Bank, a “New Bank”) agree that upon the effectiveness of this Agreement, the outstanding principal amount of such Bank’s Loan is as set forth on Schedule 1.1 attached hereto. Simultaneously with the effectiveness of this Agreement, the principal amount of all outstanding Loans shall be reallocated among the Banks in accordance with their respective Loans as set forth on Schedule 1.1 attached hereto. In order to effect such reallocations, any New Bank and each other Bank whose Loan exceeds its “Loan” under the Existing Loan Agreement immediately prior to the effectiveness of this Agreement (each, an “Assignee Bank”) shall be deemed to have purchased at par a portion of all right, title and interest in, and all obligations in respect of, the “Loan” under the Existing Loan Agreement of any “Bank” under the Existing Loan Agreement which shall not be a Bank hereunder or whose Loan will be less than its “Loan” under the Existing Loan Agreement immediately prior to the effectiveness of this Agreement (each, an “Assignor Bank”) so that the outstanding principal amount of the Loan of each Bank will be as set forth on Schedule 1.1 attached hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for new or replacement Notes to be provided to the Assignee Banks and, if applicable, the Assignor Banks, in the principal amounts of their respective Loans upon the effectiveness of this Agreement, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignee Banks shall make the proceeds of such purchases available to Administrative Agent which shall then make such amounts of the proceeds of such purchases available to the Assignor Banks as is necessary to purchase in full at par the Loans owing to the Assignor Banks.
ARTICLE III
PAYMENTS AND FEES
3.1Principal and Interest.
(a)Interest shall be payable on the outstanding daily unpaid principal amount of each Advance from the date of such Advance until payment in full and shall accrue and be payable at the rates set forth herein, to the extent permitted by applicable Laws, before and after default, before and after maturity, before and after any judgment, and before and after the
44


commencement of any proceeding under any Debtor Relief Law, with interest on overdue interest to bear interest at the Default Rate.
(b)Interest accrued on each Base Rate Loan shall be due and payable in arrears within five (5) Business Days after each Quarterly Payment Date. Except as otherwise provided in Section 3.7, the unpaid principal amount of any Base Rate Loan shall bear interest at a fluctuating rate per annum equal to the sum of the Base Rate plus the Applicable Base Rate Spread.
(c)Interest accrued on each Term SOFR Rate Loan shall be due and payable in arrears on the last day of the Interest Period applicable to such Term SOFR Rate Loan; provided, in the case of each Interest Period of longer than three (3) months, accrued interest shall also be due and payable each date that is three (3) months, or an integral multiple thereof, after the commencement of such Interest Period. Except as otherwise provided in Section 3.7, the unpaid principal amount of any Term SOFR Rate Loan shall bear interest at a rate per annum equal to the sum of Term SOFR for that Term SOFR Rate Loan plus the Applicable Term SOFR Rate Spread.
(d)Interest accrued on each Daily Simple SOFR Rate Loan shall be due and payable in arrears monthly on the first Business Day of each month and on the Maturity Date. Except as otherwise provided in Section 3.7, the unpaid principal amount of any Daily Simple SOFR Rate Loan shall bear interest at a rate per annum equal to the sum of Daily Simple SOFR for that Daily Simple SOFR Rate Loan plus the Applicable Daily Simple SOFR Rate Spread.
(e)If not sooner paid, the Loan shall be immediately payable in Cash on the Maturity Date.
(f)The Loan may, at any time and from time to time, voluntarily be prepaid at the election of Borrower in whole or in part without premium or penalty; provided that such prepayment shall only be permitted if after giving effect to such prepayment the Loan is either (i) $0 or (ii) is not less than $50,000,000.00; and provided, further, that: (i) any such partial prepayment shall be in integral multiples of $1,000,000, (ii) any partial prepayment shall be in an amount not less than $1,000,000 on a Base Rate Loan, and not less than $5,000,000 on a Term SOFR Rate Loan or Daily Simple SOFR Rate Loan, (iii) Administrative Agent must have received written notice of any prepayment (A) by 1:00 p.m., New York time, at least three (3) U.S. Government Securities Business Days before the date of prepayment in the case of a Term SOFR Rate Loan or Daily Simple SOFR Rate Loan or (B) by 1:00 p.m., New York time, on the date of prepayment in the case of a Base Rate Loan, (iv) each prepayment of principal, except for partial prepayments on a Base Rate Loan, shall be accompanied by prepayment of interest accrued to the date of payment on the amount of principal paid and (v) in the case of any prepayment of a Term SOFR Rate Loan or Daily Simple SOFR Rate Loan, Borrower shall promptly upon demand reimburse each Bank for any loss or cost directly or indirectly resulting from the prepayment, determined as set forth in Section 3.6.
(g)Change in Control.
(i)If a Change in Control shall have occurred, at the option of the Required Banks, Borrower shall repay in Cash the Loan, together with interest thereon and all other amounts due in connection with the Loan and this Agreement (the “Change in Control Repayment”), on the date that is no more than twenty (20) Business Days after the occurrence of the Change in Control (the “Change in Control Payment Date”), subject to receipt by Borrower of a Change in Control Payment Notice as set forth in Section 3.1(g)(iii). Subject to receipt of
45


a Change in Control Payment Notice (as hereinafter defined), on the Change in Control Payment Date, the Commitment shall automatically terminate.
(ii)Within ten (10) Business Days after the occurrence of a Change in Control, Borrower shall provide written notice of the Change in Control to Administrative Agent and each Bank. The notice shall state:
(A)the events causing a Change in Control and the date of such Change in Control;
(B)the date by which the Change in Control Payment Notice (as defined in Section 3.1(g)(iii)) must be given; and
(C)the Change in Control Payment Date.
(iii)At the direction of the Required Banks, Administrative Agent shall, on behalf of the Banks, exercise the rights specified in Section 3.1(g)(i) by delivery of a written notice (a “Change in Control Payment Notice”) to Borrower at any time prior to or on the Change in Control Payment Date, stating that the Loans shall be prepaid on the Change in Control Payment Date. Subject to receipt of a Change in Control Payment Notice, on the Change in Control Payment Date, Borrower shall make the Change in Control Repayment to Administrative Agent for the benefit of the Banks, and the Commitment shall terminate.
(iv)If a Change in Control shall have occurred, Borrower may not request an Advance and, for the avoidance of doubt, no Bank shall have an obligation to make Advances.
(h)If for any reason the Borrowing Base Indebtedness exceeds the Borrowing Base (as set forth in the then most recent Borrowing Base Certificate delivered hereunder by Borrower to Administrative Agent) and Borrower does not hold an Investment Grade Credit Rating at such time, Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.
(i)Term SOFR and Daily Simple SOFR Conforming Changes. In connection with the use or administration of Term SOFR or Daily Simple SOFR, as applicable, Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. Administrative Agent will promptly notify Borrower and the Banks of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR or Daily Simple SOFR.
3.2[Intentionally Omitted].
3.3Other Fees.
Borrower shall pay to Administrative Agent, Arrangers and the Banks, as applicable, such other fees in such amounts and at such times as heretofore set forth in letter agreements to which Borrower is a party.
3.4Illegality.
46


If any Bank determines that any Law has made it unlawful, or that any Governmental Agency has asserted that it is unlawful, for any Bank or its applicable Lending Office to make, maintain or fund the Loan whose interest is determined by reference to SOFR, the Term SOFR Screen Rate, Term SOFR or Daily Simple SOFR, or to determine or charge interest based upon SOFR, the Term SOFR Screen Rate, Term SOFR or Daily Simple SOFR, then, upon notice thereof by such Bank to Borrower (through Administrative Agent) (an “Illegality Notice”), (a) any obligation of the Banks to make a Term SOFR Rate Loan or Daily Simple SOFR Rate Loan, as applicable, and any right of Borrower to continue a Term SOFR Rate Loan or Daily Simple SOFR Rate Loan, as applicable, or to convert a Base Rate Loan to a Term SOFR Rate Loan or Daily Simple SOFR Rate Loan, as applicable, shall be suspended, and (b) the interest rate on which a Base Rate Loan shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to clause (c) of the definition of “Base Rate”, in each case until each affected Bank notifies Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of an Illegality Notice, Borrower shall, if necessary to avoid such illegality, upon demand from any Bank (with a copy to Administrative Agent), prepay or, if applicable, convert the Term SOFR Rate Loan or the Daily Simple SOFR Rate Loan, as applicable, to a Base Rate Loan (the interest rate on which the Base Rate Loan shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to clause (c) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if all affected Banks may lawfully continue to maintain the Term SOFR Rate Loan or Daily Simple SOFR Rate Loan, as applicable, to such day, or immediately, if any Bank may not lawfully continue to maintain the Term SOFR Rate Loan or Daily Simple SOFR Rate Loan, as applicable, to such day, in each case until Administrative Agent is advised in writing by each affected Bank that it is no longer illegal for such Bank to determine or charge interest rates based upon SOFR, the Term SOFR Screen Rate, Term SOFR or Daily Simple SOFR. Upon any such prepayment or conversion, Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.6.
3.5[Intentionally Omitted].
3.6Term SOFR and Daily Simple SOFR Fees and Costs.
(a)Increased Costs Generally. If any Change in Law shall:
(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Bank;
(ii)subject any Recipient to any tax of any kind whatsoever with respect to this Agreement or any Term SOFR Rate Loan or any Daily Simple SOFR Rate Loan made by it, or change the basis of taxation of payments to such Recipient in respect thereof (except for Indemnified Taxes, Taxes described in clauses (b) and (c) of the definition of Excluded Taxes, and Connection Income Taxes); or
47


(iii)impose on any Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or the Term SOFR Rate Loan or the Daily Simple SOFR Rate Loan made by such Bank;
and the result of any of the foregoing would be to increase the cost to such Bank of making or maintaining the Term SOFR Rate Loan or the Daily Simple SOFR Rate Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Bank, Borrower will pay to such Bank such additional amount or amounts as will compensate such Bank for such additional costs incurred or reduction suffered.
(b)Capital or Liquidity Requirements. If any Bank determines that any Change in Law affecting such Bank or any Lending Office of such Bank or such Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Bank’s capital or on the capital of such Bank’s holding company, if any, as a consequence of this Agreement, the Pro Rata Share of the Commitment of such Bank or the Loan made by such Bank to a level below that which such Bank or such Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Bank’s policies and the policies of such Bank’s holding company with respect to capital adequacy), then from time to time Borrower will pay to such Bank such additional amount or amounts as will compensate such Bank or such Bank’s holding company for any such reduction suffered.
(c)Certificates for Reimbursement. A certificate of a Bank setting forth the amount or amounts necessary to compensate such Bank or its holding company, as the case may be, as specified in Section 3.6(a) or Section 3.6(b) and delivered to Borrower shall be conclusive absent manifest error. Borrower shall pay such Bank the amount shown as due on any such certificate within 10 days after receipt thereof.
(d)Delay in Requests. Failure or delay on the part of any Bank to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Bank’s right to demand such compensation, provided that Borrower shall not be required to compensate a Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Bank notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).
(e)Inability to Determine Rates for Term SOFR Rate Loans and Daily Simple SOFR Rate Loans. Subject to Section 3.9, if:
(i)Administrative Agent reasonably determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” or “Daily Simple SOFR”, as applicable, cannot be determined pursuant to the definition thereof; or
(ii)the Required Banks determine that for any reason in connection with any request for a Term SOFR Rate Loan, a Daily Simple SOFR Rate Loan, or a conversion thereto or a continuation thereof that Term SOFR or Daily Simple SOFR, as applicable, for any requested Interest Period with respect to a proposed Term SOFR Rate Loan or Daily Simple SOFR Rate Loan, as applicable, does not
48


adequately and fairly reflect the cost to such Banks of making and maintaining such Loan, and the Required Banks have provided notice of such determination to Administrative Agent, Administrative Agent will promptly so notify Borrower and each Bank.
Upon notice thereof by Administrative Agent to Borrower, any obligation of the Banks to make a Term SOFR Rate Loan or Daily Simple SOFR Rate Loan, as applicable, and any right of Borrower to continue a Term SOFR Rate Loan or a Daily Simple SOFR Rate Loan, as applicable, or to convert a Base Rate Loan to a Term SOFR Rate Loan or Daily Simple SOFR Rate Loan, as applicable, shall be suspended (to the extent of the affected Term SOFR Rate Loan, affected Daily Simple SOFR Rate Loan, or affected Interest Periods, as applicable) until Administrative Agent (with respect to clause (ii), at the instruction of the Required Banks) revokes such notice. Upon receipt of such notice, (i) Borrower may revoke any pending Loan Notice for an Advance of, conversion to or continuation of a Term SOFR Rate Loan or Daily Simple SOFR Rate Loan, as applicable, (to the extent of the affected Term SOFR Rate Loan, affected Daily Simple SOFR Rate Loan, or affected Interest Periods, as applicable) or, failing that, Borrower will be deemed to have converted such Loan Notice into a request for an Advance of or conversion to a Base Rate Loan in the amount specified therein and (ii) an outstanding affected Term SOFR Rate Loan or Daily Simple SOFR Rate Loan, as applicable, will be deemed to have been converted into a Base Rate Loan at the end of the applicable Interest Period. Upon any such conversion, Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 3.6(f). Subject to Section 3.9, if Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” or “Daily Simple SOFR”, as applicable, cannot be determined pursuant to the definition thereof on any given day, the interest rate on a Base Rate Loan shall be determined by Administrative Agent without reference to clause (b) of the definition of “Base Rate” until Administrative Agent revokes such determination.
(f)Compensation for Losses. Upon demand of any Bank (with a copy to Administrative Agent) from time to time, Borrower shall promptly compensate such Bank for and hold such Bank harmless from any loss, cost or expense incurred by it as a result of:
(i)any continuation, conversion, payment or prepayment of the Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for the Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
(ii)any failure by Borrower (for a reason other than the failure of any Bank to make the Loan) to prepay, borrow, continue or convert the Loan other than a Base Rate Loan on the date or in the amount notified by Borrower; or
(iii)any assignment of a Term SOFR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by Borrower pursuant to Section 11.27;
including any loss, cost or expense arising from the liquidation or reemployment of funds obtained by it to maintain the Loan or from fees payable to terminate the deposits from which such funds were obtained. A certificate of any Bank setting forth any amount or amounts that such Bank is entitled to receive pursuant to this Section 3.6(f) shall be
49


delivered to Borrower in accordance with Section 3.16 and shall be conclusive absent manifest error. Borrower shall also pay any customary administrative fees charged by such Bank in connection with the foregoing.
3.7Late Payments/Default Interest.
If any installment of principal or interest or any other amount payable to the Banks under any Loan Document is not paid when due and upon the request of the Required Banks, it shall thereafter bear interest at a fluctuating interest rate per annum at all times (whether before or after judgment ) equal to the sum of the Base Rate plus the Applicable Base Rate Spread plus two percent (2%) (the “Default Rate”), provided however that, subject to the following sentence, principal, interest or other amounts due with respect to (i) a Term SOFR Rate Loan shall bear interest at a fluctuating rate per annum at all times equal to the sum of Term SOFR plus the Applicable Term SOFR Rate Spread plus two percent (2%) and (ii) a Daily Simple SOFR Rate Loan shall bear interest at a fluctuating rate per annum at all times equal to the sum of Daily Simple SOFR plus the Applicable Daily Simple SOFR Rate Spread plus two percent (2%); in each case, to the extent permitted by applicable Law, until paid in full (whether before or after judgment). Upon and during the continuance of any Event of Default under Section 9.1(a) and/or (b) or Section 9.1(j), the Obligations shall bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate, to the extent permitted by applicable Law, until no Event of Default exists (whether before or after judgment).
3.8Computation of Interest and Fees; Holidays.
(a)All computations of interest for a Base Rate Loan when the Base Rate is determined by Administrative Agent’s “prime rate” shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of interest and fees hereunder shall be calculated on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day and excluding the last day), which results in greater interest than if a year of 365 days were used. If the Loan is repaid on the same day on which it is made it shall bear interest for one day.
(b)If any payment to be made by Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
3.9Benchmark Replacement Setting.
(a)Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, Administrative Agent and Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after Administrative Agent has posted such proposed amendment to all affected Banks and Borrower so long as Administrative Agent has not received, by such time, written notice of objection to such amendment from Banks comprising the Required Banks. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 3.9(a) will occur prior to the applicable Benchmark Transition Start Date.
50


(b)Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(c)Notices; Standards for Decisions and Determinations. Administrative Agent will promptly notify Borrower and the Banks of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will notify Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.9(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative Agent or, if applicable, any Bank (or group of Banks) pursuant to this Section 3.9, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.9.
(d)Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Screen Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(e)Benchmark Unavailability Period. Upon Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, Borrower may revoke any pending Loan Notice for an Advance of, conversion to or continuation of, a Term SOFR Rate Loan to be made, converted or continued during any Benchmark Unavailability Period and, failing that, Borrower will be deemed to have converted any such request into a request for an Advance of or conversion to a Base Rate Loan. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.
3.10Payment Free of Taxes.
(a)Payments Free of Taxes. Any and all payments by or on account of any obligation of Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Taxes, except as required by applicable
51


Law. If Borrower shall be required (as determined in the good faith discretion of the applicable withholding agent) by applicable Law to deduct and withhold any Tax from any such payment, then
(i)the sum payable shall be increased as necessary so that after making all required deductions of Indemnified Taxes (including deductions and withholdings applicable to additional sums payable under this Section) the Recipient receives an amount equal to the sum it would have received had no such deductions been made,
(ii)Borrower or Administrative Agent, as applicable, shall make such deductions, and
(iii)Borrower or Administrative Agent, as applicable, shall timely pay the full amount deducted to the relevant Governmental Agency in accordance with applicable Law.
(b)Payment of Other Taxes by Borrower. Borrower shall timely pay any Other Taxes to the relevant Governmental Agency in accordance with applicable Law, or at the option of Administrative Agent timely reimburse it for its payment in accordance with applicable Law of any Other Taxes.
(c)Indemnification by Borrower. Without duplication of Section 3.10(a), Borrower shall indemnify each Recipient within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Agency. A certificate as to the amount of such payment or liability, together with reasonable supporting documentation, if any, delivered to Borrower by a Bank (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Bank, shall be conclusive absent manifest error.
(d)Evidence of Payments. As soon as practicable after any payment of Taxes by Borrower to a Governmental Agency, Borrower shall deliver to Administrative Agent the original or a certified copy of a receipt issued by such Governmental Agency evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Administrative Agent.
(e)Status of Banks. Any Bank that is entitled to an exemption from or reduction of withholding Tax under the law of the jurisdiction in which Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to Borrower (with a copy to Administrative Agent), prior to the date on which such Bank becomes a Bank under this Agreement, and at the time or times prescribed by applicable Law or reasonably requested by Borrower or Administrative Agent, such properly completed and executed documentation prescribed by applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Bank, if reasonably requested by Borrower or Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by Borrower or Administrative Agent as will enable Borrower or Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.10(e)(1)(i)-(iii) and Section 3.10(e)(2) below) shall not be
52


required if in the Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Without limiting the generality of the foregoing,
(1) any Foreign Bank shall deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the request of Borrower or Administrative Agent, but only if such Foreign Bank is legally entitled to do so), whichever of the following is applicable:
(i)duly executed originals of IRS Form W-8BEN or IRS Form W- 8BEN-E claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(ii)duly executed originals of IRS Form W-8ECI,
(iii)in the case of a Foreign Bank claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Bank is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E,
(iv)duly executed originals of IRS Form W-8IMY, and
(v)any other form or certificate prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Law to permit Borrower to determine the withholding or deduction required to be made; and
(2) if a payment made to a Bank under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Bank were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Bank shall deliver to Borrower and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or Administrative Agent as may be necessary for Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such Bank has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (2), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(3) each Bank that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Bank becomes a Bank under this Agreement (and from time to time thereafter upon the request of Borrower or
53


Administrative Agent) duly completed originals of IRS Form W-9 (or any successor form) certifying that such Bank is exempt from U.S. backup withholding tax.
Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and Administrative Agent in writing of its legal inability to do so.
(f)Treatment of Certain Refunds. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section, it shall pay to Borrower an amount equal to such refund (but only to the extent of indemnity payments made by Borrower under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of such Recipient, and without interest (other than any interest paid by the relevant Governmental Agency with respect to such refund), provided that Borrower, upon the request of the Recipient, agrees to repay the amount paid over to Borrower pursuant to this Section 3.10(f) (plus any penalties, interest or other charges imposed by the relevant Governmental Agency) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Agency. Notwithstanding anything to the contrary in this Section 3.10(f), in no event will the Recipient be required to pay any amount to Borrower pursuant to this Section 3.10(f) the payment of which would place the Recipient in a less favorable net after-Tax position than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 3.10(f) shall not be construed to require the Recipient to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to Borrower or any other Person.
(g)For purposes of determining withholding Taxes imposed under FATCA, Borrower and Administrative Agent shall treat (and the Banks hereby authorize Administrative Agent to treat) the Loan as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
3.11Funding Sources.
Nothing in this Agreement shall be deemed to obligate any Bank to obtain the funds for its share of the Loan in any particular place or manner or to constitute a representation by any Bank that it has obtained or will obtain the funds for its share of the Loan in any particular place or manner.
3.12Failure to Charge or Making of Payment Not Subsequent Waiver.
Any decision by any Bank not to require payment of any fee or costs, or to reduce the amount of the payment required for any fee or costs, or to calculate any fee or any cost in any particular manner, shall not limit or be deemed a waiver of any Bank’s right to require full payment of any fee or costs, or to calculate any fee or any costs in any other manner. Any decision by Borrower to pay any fee or costs shall not limit or be deemed a waiver of any right of Borrower to protest or dispute the payment amount of such fee or costs.
3.13Time and Place of Payments; Evidence of Payments; Application of Payments.
54


All payments to be made by Borrower shall be made without conditions or deduction for any counterclaim, defense, recoupment or setoff. The amount of each payment hereunder, under the Notes or under any Loan Document shall be made to Administrative Agent at Administrative Agent’s Office, for the account of each of the Banks or Administrative Agent, as the case may be, in lawful money of the United States of America without deduction, offset or counterclaim and in immediately available funds on the day of payment (which must be a Business Day). All payments of principal received after 1:00 p.m., New York time, on any Business Day, shall be deemed received on the next succeeding Business Day for purposes of calculating interest thereon. The amount of all payments received by Administrative Agent for the account of a Bank shall be promptly paid by Administrative Agent to that Bank in immediately available funds. Each Bank shall keep a record of Advances made by it and payments of principal with respect to each Note, and such record shall be presumptive evidence of the principal amount owing under such Note; provided that failure to keep such record shall in no way affect the Obligations of Borrower. Prior to the Maturity Date or an acceleration of the maturity of the Loan, payments under the Loan Documents shall be applied first to amounts owing under the Loan Documents other than the principal amount of and accrued interest on the Loan, second to accrued interest on the Loan and third, to the principal amount of the Loan. Following the Maturity Date or an acceleration of the maturity of the Loan, payments and recoveries under the Loan Documents shall be applied in a manner designated in Section 9.2(e). All payments with respect to principal and interest shall be applied ratably in accordance with the Pro Rata Shares.
3.14Administrative Agent’s Right to Assume Payments Will be Made.
Unless Borrower or any Bank has notified Administrative Agent, prior to the date any payment is required to be made by it to Administrative Agent hereunder, that Borrower or such Bank, as the case may be, will not make such payment, Administrative Agent may assume that Borrower or such Bank, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to Administrative Agent in immediately available funds, then:
(a)if Borrower failed to make such payment, each Bank shall forthwith on demand repay to Administrative Agent the portion of such assumed payment that was made available to such Bank in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by Administrative Agent to such Bank to the date such amount is repaid to Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and
(b)if any Bank failed to make such payment, such Bank shall forthwith on demand pay to Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by Administrative Agent to Borrower to the date such amount is recovered by Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Bank pays such amount to Administrative Agent, then such amount shall constitute such Bank’s Advance included in the applicable Loan. If such Bank does not pay such amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent may make a demand therefor upon Borrower, and Borrower shall pay such amount to Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to
55


the rate of interest applicable to the applicable Advance. Nothing herein shall be deemed to relieve any Bank from its obligation to fulfill its Pro Rata Share of the Commitment or to prejudice any rights which Administrative Agent or Borrower may have against any Bank as a result of any default by such Bank hereunder.
A notice of Administrative Agent to any Bank or Borrower with respect to any amount owing under this Section 3.14 shall be conclusive, absent manifest error.
3.15Survivability.
All of Borrower’s obligations under Sections 3.6 and 3.10 hereof shall survive termination of the Commitment and repayment of all other Obligations hereunder.
3.16Bank Calculation Certificate.
Any request for compensation pursuant to Section 3.6 shall be accompanied by a statement of an officer of the Bank requesting such compensation and describing the methodology used by such Bank in calculating the amount of such compensation, which methodology (i) may consist of any reasonable averaging and attribution methods and (ii) in the case of Section 3.6(b) hereof shall be consistent with the methodology used by such Bank in making similar calculations in respect of loans or commitments to other borrowers.
3.17Designation of a Different Lending Office.
If any Bank requests compensation under Sections 3.6(a), 3.6(b), 3.6(e) or 3.6(f), or Borrower is required to pay any additional amount to any Bank or any Governmental Agency for the account of any Bank pursuant to Section 3.10, then such Bank shall use reasonable efforts to designate a different Lending Office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 3.6(a), 3.6(b), 3.6(e) or 3.6(f) or Section 3.10, as the case may be, in the future, and (ii) in each case, would not subject such Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Bank. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Bank in connection with any such designation or assignment.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants to the Banks that:
4.1Existence and Qualification; Power; Compliance with Law.
Borrower is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and its certificate of incorporation does not provide for the termination of its existence. Borrower is duly qualified or registered to transact business as a foreign corporation in the State of California, and in each other jurisdiction in which the conduct of its business or the ownership of its properties makes such qualification or registration
56


necessary, except where the failure so to qualify or register would not constitute a Material Adverse Effect. Borrower has all requisite corporate power and authority to conduct its business, to own and lease its Properties and to execute, deliver and perform all of its obligations under the Loan Documents. All outstanding shares of capital stock of Borrower are duly authorized, validly issued, fully paid, non-assessable, and were issued in compliance with all applicable state and federal securities Laws, except where the failure to so comply would not constitute a Material Adverse Effect. Borrower is in compliance with all Laws and other legal requirements applicable to its business the violation of which would have a Material Adverse Effect, and has obtained all authorizations, consents, approvals, orders, licenses and permits (collectively, “Authorizations”) from, and has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of its business, except where the failure so to obtain Authorizations, or to comply with, file, register, qualify or obtain exemptions would not constitute a Material Adverse Effect.
4.2Authority; Compliance with Other Instruments and Government Regulations.
The execution, delivery, and performance by Borrower, and by each Guarantor Subsidiary of Borrower, of the Loan Documents to which it is a Party, have been duly authorized by all necessary corporate or partnership action, and do not:
(a)require any consent or approval not heretofore obtained of any stockholder, partner, security holder, or creditor of such Party;
(b)violate or conflict with any provision of such Party’s charter, certificate or articles of incorporation, bylaws, certificate or articles of organization, operating agreement, partnership agreement or other organizational or governing documents of such Party;
(c)result in or require the creation or imposition of any Lien (except to the extent that any Lien is created under this Agreement) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party;
(d)constitute a “transfer of an interest” or an “obligation incurred” that is avoidable by a trustee under Section 548 of the Bankruptcy Code of 1978, as amended, or constitute a “fraudulent transfer” or “fraudulent obligation” within the meaning of the Uniform Fraudulent Transfer Act as enacted in any jurisdiction or any analogous Law;
(e)violate any Requirement of Law applicable to such Party; or
(f)result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other Contractual Obligation to which such Party or any of its Property is bound or affected with respect to any obligation or obligations aggregating $50,000,000 or more;
and neither Borrower nor any Guarantor Subsidiary of Borrower is in violation of, or default under, any Requirement of Law or Contractual Obligation, or any indenture, loan or credit agreement described in Section 4.2(f) in any respect that would constitute a Material Adverse Effect.
57


4.3No Governmental Approvals Required.
Except such as have heretofore been obtained, no authorization, consent, approval, order, license or permit from, or filing, registration, or qualification with, or exemption from any of the foregoing from, any Governmental Agency is or will be required to authorize or permit the execution, delivery and performance by Borrower or any Guarantor Subsidiary of Borrower of the Loan Documents to which it is a Party.
4.4Subsidiaries.
(a)Schedule 4.4 correctly sets forth the names, the form of legal entity, the jurisdictions of organization of all Subsidiaries of Borrower as of the Closing Date and the identification by Borrower of each Consolidated Subsidiary, Significant Subsidiary, Guarantor Subsidiary, Foreign Subsidiary and Financial Subsidiary of Borrower, in each case as of the Closing Date. As of the Closing Date, unless otherwise indicated in Schedule 4.4, all of the outstanding shares of capital stock, or all of the units of equity interest, as the case may be, of each Subsidiary indicated thereon are owned of record and beneficially by Borrower or one of such Subsidiaries, and all such shares or equity interests so owned were issued in compliance with all state and federal securities Laws and are duly authorized, validly issued, fully paid and non-assessable (other than with respect to required capital contributions to any joint venture in accordance with customary terms and provisions of the related joint venture agreement), except where the failure to so comply would not constitute a Material Adverse Effect, and are free and clear of all Liens and Rights of Others, except for Permitted Encumbrances and Permitted Rights of Others.
(b)Each Guarantor Subsidiary is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, is duly qualified to do business as a foreign organization and is in good standing as such in each jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification necessary (except where the failure to be so duly qualified and in good standing does not constitute a Material Adverse Effect) and has all requisite power and authority to conduct its business, to own and lease its Properties and to execute, deliver and perform the Loan Documents to which it is a Party.
(c)Each Guarantor Subsidiary is in substantial compliance with all Laws and other requirements applicable to its business and has obtained all Authorizations from, and each such Significant Subsidiary has accomplished all filings, registrations, and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of its business, except where the failure so to obtain Authorizations, or to comply with, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.
4.5Financial Statements.
(a)Borrower has furnished to each Bank the audited consolidated financial statements of Borrower and its GAAP Subsidiaries as of November 30, 2024 and for the Fiscal Year then ended. Such audited financial statements are in accordance with the books and records of Borrower and its GAAP Subsidiaries, were prepared in accordance with Generally Accepted Accounting Principles consistently applied and fairly present in accordance with Generally Accepted Accounting Principles consistently applied the consolidated financial condition and results of operations of Borrower and its GAAP Subsidiaries as at the date and for the period covered thereby.
58


(b)Borrower has furnished to each Bank the unaudited financial statements of Borrower and its GAAP Subsidiaries as of August 31, 2025 and for the Fiscal Quarter then ended. Such financial statements are in accordance with the books and records of Borrower and its GAAP Subsidiaries, were prepared in accordance with Generally Accepted Accounting Principles consistently applied and fairly present in accordance with Generally Accepted Accounting Principles consistently applied the consolidated financial condition and results of operation of Borrower and its GAAP Subsidiaries as at the date and for the period covered thereby, subject to customary year-end audit adjustments and the absence of footnotes.
4.6No Material Adverse Change.
Since the date of the financial statements most recently delivered (or required to be delivered) under Section 4.5 or Section 7.1, as applicable, there has been no material adverse change in the financial condition of Borrower or its Subsidiaries, taken as a whole.
4.7Title to Assets.
(a)Borrower and its Consolidated Subsidiaries have good and valid title to all of the assets reflected in the financial statements most recently delivered pursuant to Section 4.5 or Section 7.1, as applicable, as owned by them or any of them (other than assets disposed of in the ordinary course of business or as permitted hereunder), free and clear of all Liens and Rights of Others other than (i) those reflected or disclosed in the notes to the financial statements described in Section 4.5, (ii) Liens or Rights of Others not required under Generally Accepted Accounting Principles consistently applied to be so reflected or disclosed, (iii) Liens permitted pursuant to Section 6.7 and Rights of Others to acquire such Liens, (iv) Permitted Rights of Others, and (v) such existing Liens or Rights of Others as are described on Schedule 4.7 hereto.
(b)Borrower and its Borrowing Base Subsidiaries have good record and marketable title in fee simple to all Developed Lots, Lots Under Development, Land Held for Future Development, and Model Homes and Units being constructed on Developed Lots included in the Borrowing Base (as set forth in the Borrowing Base Certificate delivered by Borrower to Administrative Agent pursuant to Section 8.1(a)(vii)), except for defects in title that do not interfere in any material respect with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.
4.8Intangible Assets.
Borrower and its Guarantor Subsidiaries own, or possess the right to use, all trademarks, trade names, copyrights, patents, patent rights, licenses and other intangible assets that are necessary in the conduct of their businesses as operated, and no such intangible asset, to the best knowledge of Borrower, conflicts with the valid trademark, trade name, copyright, patent, patent right or intangible asset of any other Person to the extent that such conflict would constitute a Material Adverse Effect.
4.9Anti-Terrorism Laws; Sanctions; Anti-Corruption Laws.
(a)No Loan Party, no Subsidiary of any Loan Party and, to the actual knowledge of the Senior Officers of each Loan Party, none of the respective officers, directors, employees, brokers, agents, affiliates or representatives thereof, is an individual or entity that is, or is owned or controlled by one or more individuals or entities that are (a) currently the subject or target of any Sanctions, (b) included on OFAC’s List of Specially Designated Nationals or HMT’s Consolidated List of Financial Sanctions Targets, or any similar list enforced by any
59


other relevant sanctions authority or (c) located, organized or resident in a Designated Jurisdiction. Borrower and its Subsidiaries have conducted their businesses in compliance in all material respects with all applicable Sanctions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Sanctions.
(b)Borrower and its Subsidiaries have conducted their businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.
4.10Governmental Regulation.
Neither Borrower nor any of the Guarantor Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935 or the Investment Company Act of 1940.
4.11Litigation.
There are no actions, suits, or proceedings pending or, to the best knowledge of Borrower, threatened against or affecting Borrower or any of its Subsidiaries or any Property of any of them before any Governmental Agency which would constitute a Material Adverse Effect. To the best knowledge of Borrower, there are no investigations by any Governmental Agency pending or threatened against or affecting Borrower or any of its Subsidiaries or any Property of any of them which would constitute a Material Adverse Effect.
4.12Binding Obligations.
Each of the Loan Documents to which Borrower or any Guarantor Subsidiary of Borrower is a Party has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of Borrower or the Guarantor Subsidiary, as the case may be, enforceable against Borrower or the Guarantor Subsidiary, as the case may be, in accordance with its terms, except as enforcement may be limited by Debtor Relief Laws or by equitable principles relating to the granting of specific performance or other equitable remedies as a matter of judicial discretion.
4.13No Default.
No event has occurred and is continuing that is a Default or an Event of Default.
4.14Pension Plans.
As of the date of this Agreement, all contributions required to be made under any Pension Plan or Multiemployer Plan by Borrower or any ERISA Affiliate have been timely made.
4.15Tax Liability.
Borrower and its Consolidated Subsidiaries have filed all tax returns which are required to be filed, and have paid, or made provision for the payment of, all taxes which have become due pursuant to said returns or pursuant to any assessment received by Borrower or any
60


Consolidated Subsidiary, except (a) such taxes, if any, as are being contested in good faith by appropriate proceedings (and with respect to which Borrower or its Consolidated Subsidiary has established adequate reserves for the payment of the same to the extent required by, and in accordance with, Generally Accepted Accounting Principles), and (b) such taxes the failure of which to pay will not constitute a Material Adverse Effect.
4.16Regulation U.
Neither Borrower nor any of its Subsidiaries is engaged (or will engage), principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), or extending credit for the purpose of purchasing or carrying margin stock.
4.17Environmental Matters.
To the best knowledge of Borrower, Borrower and its Consolidated Subsidiaries are in substantial compliance with all applicable Laws relating to environmental protection where the failure to comply would constitute a Material Adverse Effect. To the best knowledge of Borrower, neither Borrower nor any of its Consolidated Subsidiaries has received any notice from any Governmental Agency respecting the alleged violation by Borrower or any Consolidated Subsidiary of such Laws which would constitute a Material Adverse Effect and which has not been or is not being corrected.
4.18Disclosure.
The information provided by Borrower to the Banks in connection with this Agreement or the Loan, taken as a whole, has not contained any untrue statement of a material fact and has not omitted a material fact necessary to make the statements contained therein, taken as a whole, not misleading under the totality of the circumstances existing at the date such information was provided and in the context in which it was provided.
4.19Projections.
As of the Closing Date, the assumptions upon which the Projections are based are reasonable and consistent with each other assumption and with all facts known to Borrower and that the Projections are reasonably based on those assumptions. Nothing in this Section 4.19 shall be construed as a representation or warranty as of any date other than the Closing Date or that the Projections will in fact be achieved by Borrower.
4.20ERISA Compliance.
(a)Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. Neither Borrower nor any ERISA Affiliate sponsors, or has
61


sponsored within the past 10 years, a Pension Plan, or is a participant, or has participated within the past 10 years, in a Multiemployer Plan.
(b)There are no pending or, to the best knowledge of Borrower, threatened claims, actions or lawsuits, or action by any Governmental Agency, with respect to any Plan that would be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur.
4.21Solvency.
Borrower and each Guarantor Subsidiary is and will be, after giving effect to the making of the Loan, Solvent.
4.22Absence of Restrictions.
No Guarantor Subsidiary is subject to any agreement or contract which prohibits it from making distributions to Borrower or any other wholly-owned Subsidiary of Borrower.
4.23Tax Shelter Regulations.
Borrower does not intend to treat the Loan as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In the event Borrower determines to take any action inconsistent with such intention, it will promptly notify Administrative Agent thereof. Accordingly, if Borrower so notifies Administrative Agent, Borrower acknowledges that one or more of the Banks may treat its Loan as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and such Bank or Banks, as applicable, will maintain the lists and other records required by such Treasury Regulation.
4.24USA PATRIOT Act.
To the extent applicable, Borrower and its Subsidiaries are in compliance in all material respects with the USA PATRIOT Act.
4.25Outbound Investment Regulations.
Neither Borrower nor any of its Subsidiaries (i) is a “covered foreign person” as that term is used in the Outbound Investment Rules or (ii) currently engages, or has any present intention to engage in the future, directly or indirectly, in (A) a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, (B) any activity or transaction that would constitute a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, if Borrower were a U.S. Person or (C) any other activity that would cause Administrative Agent or the Lenders to be in violation of the Outbound Investment Rules or cause Administrative Agent or the Lenders to be legally prohibited by the Outbound Investment Rules from performing under this Agreement.
4.26EEA Financial Institutions.
62


Neither Borrower nor any of the Guarantor Subsidiaries is an EEA Financial Institution.
4.27Covered Entities.
Neither Borrower nor any of the Guarantor Subsidiaries is a Covered Entity.
ARTICLE V
AFFIRMATIVE COVENANTS
(OTHER THAN INFORMATION AND REPORTING REQUIREMENTS)
As long as the Loan remains unpaid, or any other Obligation remains unpaid, or any portion of the Commitment remains outstanding, Borrower shall, and shall cause each of its Consolidated Subsidiaries to, unless Administrative Agent (with the approval of the Required Banks) otherwise consents in writing:
5.1Payment of Taxes and Other Potential Liens.
Pay and discharge promptly, all taxes, assessments, and governmental charges or levies imposed upon Borrower or any of its Consolidated Subsidiaries, upon their respective Property or any part thereof, upon their respective income or profits or any part thereof, except (i) any tax, assessment, charge, or levy that is not yet past due, or is being contested in good faith by appropriate proceedings, as long as Borrower or its Consolidated Subsidiary has established and maintains adequate reserves for the payment of the same to the extent required by, and in accordance with, Generally Accepted Accounting Principles and by reason of such nonpayment no material Property of Borrower or its Significant Subsidiaries is subject to a risk of loss or forfeiture, and (ii) any tax, assessment, charge or levy the failure of which to pay would not constitute a Material Adverse Effect.
5.2Preservation of Existence.
Preserve and maintain their respective existence, licenses, rights, franchises, and privileges in the jurisdiction of their formation and all authorizations, consents, approvals, orders, licenses, permits, or exemptions from, or registrations with, any Governmental Agency that are necessary for the transaction of their respective business, and qualify and remain qualified to transact business in each jurisdiction in which such qualification is necessary in view of their respective business or the ownership or leasing of their respective Properties; provided that (a) the failure to preserve and maintain any particular right, franchise, privilege, authorization, consent, approval, order, license, permit, exemption, or registration, or to qualify or remain qualified in any jurisdiction, that does not constitute a Material Adverse Effect will not constitute a violation of this covenant, and (b) nothing in this Section 5.2 shall prevent any consolidation or merger or disposition of assets permitted by Section 6.3 or shall prevent the termination of the business or existence (corporate or otherwise) of any Subsidiary of Borrower which in the reasonable judgment of the management of Borrower is no longer necessary or desirable.
5.3Maintenance of Properties.
63


Maintain, preserve and protect all of their respective real Properties in good order and condition, subject to wear and tear in the ordinary course of business and damage caused by the natural elements, and not permit any waste of their respective real Properties, except that the failure to so maintain, preserve or protect any particular real Property, or the permitting of waste on any particular real Property, where such failure or waste with respect to all real Properties of Borrower and its Subsidiaries, in the aggregate, would not constitute a Material Adverse Effect.
5.4Maintenance of Insurance.
Maintain insurance with responsible insurance companies in such amounts and against such risks as in Borrower’s reasonable business judgment is adequate in light of Borrower’s and its Consolidated Subsidiaries’ size, business, assets and location of operations.
5.5Compliance with Laws.
Comply with all Requirements of Laws noncompliance with which would constitute a Material Adverse Effect, except that Borrower and its Consolidated Subsidiaries need not comply with a Requirement of Law then being contested by any of them in good faith by appropriate procedures, so long as such contest (or a bond or surety posted in connection therewith) operates as a stay of enforcement of any material penalty that would otherwise apply as a result of such failure to comply. Without limiting the foregoing, Borrower and each Loan Party shall (and shall cause each of its Subsidiaries to) conduct its businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions and with all applicable Sanctions, and maintain policies and procedures designed to promote and achieve compliance with such laws and Sanctions.
5.6Inspection Rights.
At any time during regular business hours and as often as reasonably requested (and, in any event, upon 24 hours’ prior notice), permit any Bank or any appropriately designated employee, agent or representative thereof at the expense of such Bank (unless a Default or an Event of Default has occurred and is continuing) to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of Borrower and its Consolidated Subsidiaries, and to discuss the affairs, finances and accounts of Borrower and such Subsidiaries with any of their officers or employees; provided that none of the foregoing unreasonably interferes with the normal business operations of Borrower or any of such Subsidiaries and that the Banks shall engage in any such inspections on a cooperative basis, if there has been no Default or Event of Default.
5.7Keeping of Records and Books of Account.
Keep adequate records and books of account fairly reflecting all financial transactions in conformity with Generally Accepted Accounting Principles applied on a consistent basis (except for changes concurred with by Borrower’s independent certified public accountants) and all applicable requirements of any Governmental Agency having jurisdiction over Borrower or any of its Consolidated Subsidiaries.
64


5.8Use of Proceeds.
Use the proceeds of the Loan solely for working capital, Acquisitions permitted hereunder and other general corporate purposes of Borrower and its Subsidiaries and not in contravention of any Law or of any Loan Document (including, without limitation, not using the proceeds of the Loan, directly or, to the actual knowledge of the Senior Officers of any Loan Party, indirectly, in any manner which would result in any violation of Anti-Terrorism Laws, Anti-Corruption Laws or applicable Sanctions).
5.9Subsidiary Guaranty.
Cause each of its Guarantor Subsidiaries hereafter formed, acquired or qualifying as a Guarantor Subsidiary to (a) execute and deliver to Administrative Agent, promptly following such formation, acquisition or qualification, a joinder of the Subsidiary Guaranty or such other document as Administrative Agent shall deem appropriate, and (b) deliver to Administrative Agent documents of the types referred to in clause (iv) of Section 8.1(a) and, if requested by Administrative Agent, favorable opinions of counsel to such Guarantor Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to Administrative Agent.
ARTICLE VI
NEGATIVE COVENANTS
As long as the Loan remains unpaid, or any other Obligation remains unpaid, or any portion of the Commitment remains outstanding, Borrower shall not, and shall not permit any of its Consolidated Subsidiaries to, unless Administrative Agent (with the approval of the Required Banks) otherwise consents in writing:
6.1Payment or Prepayment of Subordinated Obligations and Certain Other Obligations.
(a)Make any payment with respect to any Subordinated Obligation in violation of the provisions in the instruments governing such Subordinated Obligation; or
(b)At all times the Consolidated Interest Coverage Ratio is greater than or equal to 2:00 to 1:00, if a Default or Event of Default then exists or would result therefrom,
(i)make an optional or unscheduled payment or prepayment of any principal (including an optional or unscheduled sinking fund payment), interest or any other amount with respect to any Subordinated Obligation, or (ii) make a purchase or redemption of any Subordinated Obligation; or
(c)At all times the Consolidated Interest Coverage Ratio is less than 2:00 to 1:00, (i) make an optional or unscheduled payment or prepayment of any principal (including an optional or unscheduled sinking fund payment), interest or any other amount with respect to any Subordinated Obligation, or (ii) make a purchase or redemption of any Subordinated Obligation; provided, however, that the restrictions set forth in this clause (c) shall not apply if all of the following conditions are met:
65


(i)Unrestricted Cash (calculated on a pro forma basis after giving effect to such payment, prepayment, purchase or redemption) equals or exceeds the “Aggregate Commitments” (as defined in the Revolving Credit Agreement);
(ii)Revolving Credit Total Outstandings (excluding the aggregate undrawn face amount of outstanding Letters of Credit) are zero; and
(iii)no Default or Event of Default then exists or would result therefrom.
6.2[Intentionally Omitted].
6.3Merger and Sale of Assets.
Merge or consolidate with or into any Person, sell a Material Amount of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiary, except, subject to Section 6.6:
(a)a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States;
(b)merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c)mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(d)a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing;
(e)the sale of inventory in the ordinary course of business; or
(f)any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreement.
6.4Investments and Acquisitions.
Make any Acquisition, or enter into an agreement to make any Acquisition, or make or suffer to exist any Investment, other than:
(a)Investments in Cash or Cash Equivalents;
66


(b)advances to officers, directors and employees of Borrower or its Subsidiaries for travel, entertainment, housing expenses, relocation, equity compensation plans, or otherwise in connection with their employment or the business of Borrower or any of its Subsidiaries;
(c)Investments of Borrower in any of its wholly-owned Subsidiaries and Investments of any Subsidiary of Borrower in Borrower or any of Borrower’s wholly-owned Subsidiaries;
(d)Acquisitions of or Investments in Persons engaged primarily in the same businesses as Borrower and its Subsidiaries, or in a business reasonably related to such businesses, including electronic commerce and similar activities related to real estate;
(e)Acquisitions of or Investments in Borrower’s own capital stock permitted by Section 6.12;
(f)Acquisitions of or Investments in Persons engaged primarily in businesses other than those permitted by Sections 6.4(d), provided that the aggregate cost of all such Acquisitions and Investments made in any Fiscal Year does not exceed $100,000,000;
(g)Investments in Subsidiaries in existence on the Closing Date or as otherwise disclosed on Schedule 6.4;
(h)Investments received in connection with the settlement of a bona fide dispute with another Person;
(i)Investments consisting of readily marketable securities actively traded on a public exchange, provided that the aggregate amount of any such Investments at any one time does not exceed $100,000,000; and
(j)Investments consisting of the extension of credit to suppliers in the ordinary course of business and any Investments received in satisfaction or partial satisfaction thereof, provided that the aggregate amount of any such Investments at any one time does not exceed $100,000,000;
but in all events, subject to the restrictions of Section 6.16.
6.5[Intentionally Omitted].
6.6Change in Business.
Engage in any business other than the businesses as now conducted by Borrower or its Subsidiaries, and any business reasonably related to such businesses, other than: businesses in which Borrower and its Subsidiaries have invested to the extent permitted pursuant to Section 6.4(f).
6.7Liens and Negative Pledges.
Create, incur, assume, or suffer to exist, any Lien of any nature upon or with respect to any of their respective Properties, whether now owned or hereafter acquired, or enter or suffer to exist any Contractual Obligation wherein Borrower or any of its Consolidated Subsidiaries agrees not to grant any Lien on any of their Properties, except:
67


(a)Liens and Contractual Obligations existing on the Closing Date and described in Schedule 4.7, provided that the obligations secured by such Liens are not increased and that no such Lien extends to any Property of Borrower or any Consolidated Subsidiary other than the Property subject to such Lien on the Closing Date;
(b)Liens on Property of any Financial Subsidiary or Foreign Subsidiary securing Indebtedness of that Financial Subsidiary or Foreign Subsidiary, or Contractual Obligations of any Financial Subsidiary or Foreign Subsidiary restricting the grant of any Lien on the Property of such Financial Subsidiary or Foreign Subsidiary;
(c)Liens on Property securing Indebtedness of Borrower or any of its Subsidiaries, or Contractual Obligations restricting the grant of any Lien on Property where such Property secures Indebtedness incurred for the purposes of acquiring and/or developing such Property;
(d)Liens or Contractual Obligations that may exist from time to time under the Loan Documents;
(e)Liens or Contractual Obligations consisting of a Capital Lease covering personal Property entered into in the ordinary course of business;
(f)Permitted Encumbrances;
(g)attachment, judgment and other similar Liens arising in connection with court proceedings, judgments and orders which do not constitute an Event of Default under Section 9.1(i);
(h)Liens on any asset of any Person, or Contractual Obligations of such Person restricting the grant of any Lien on such asset of such Person, in each case existing at the time such Person becomes a Subsidiary and not created in contemplation of such event;
(i)Liens on any asset of any Person, or Contractual Obligations of such Person restricting the grant of any Lien on such asset of such Person, in each case existing at the time such Person is merged or consolidated with or into Borrower or any of its Subsidiaries and not created in contemplation of such event;
(j)Liens on any asset, or Contractual Obligations restricting the grant of any Lien on such asset, in each case existing prior to the acquisition thereof by Borrower or any of its Subsidiaries and not created in contemplation of such acquisition;
(k)Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased and is not secured by additional assets;
(l)Liens arising in the ordinary course of business which (i) do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $10,000,000 individually, or $100,000,000 in the aggregate, and (iii) do not in the aggregate materially detract from the value of the assets covered by such Liens or materially impair the use thereof in the operation of Borrower’s business;
(m)any Contractual Obligations restricting the grant of any Lien; provided as of any date of determination, such Contractual Obligations do not prohibit first priority, perfected Liens on Properties of Borrower and the Guarantor Subsidiaries in favor of Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted
68


or contingent indemnification or reimbursement Obligations) as of such date, or require that holders of any indebtedness receive Liens ranking senior or pari passu to Liens granted on collateral in favor of Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted or contingent indemnification or reimbursement Obligations) as of such date;
(n)any Contractual Obligations governing any Debt Securities that are not, taken as a whole, materially more restrictive the Contractual Obligations set forth in Section 1008 of the Existing Indenture as in effect on the Closing Date;
(o)assessment district or similar Liens in connection with municipal financings;
(p)a Contractual Obligation wherein Borrower or any of its Subsidiaries agrees to grant any Lien on any of their Properties, if such Contractual Obligation provides for the grant of a Lien on a pari passu basis in favor of Administrative Agent for the benefit of the Banks with respect to the Obligations and in favor of the holders of such other Indebtedness (other than Subordinated Obligations), if any, as Borrower designates (and Borrower shall, as soon as reasonably possible, provide to the Banks a copy of any such Contractual Obligation);
(q)Liens on Property of a Joint Venture permitted under Section 6.4;
(r)Liens on Property of Borrower or any of its Subsidiaries that secure Non-Recourse Indebtedness, or Contractual Obligations related to such Non-Recourse Indebtedness restricting the grant of any Lien on such Property;
(s)Liens on Property that secure any obligation of Borrower or any of its Subsidiaries under any Profit and Participation Agreement, or any Contractual Obligations under any Profit and Participation Agreements which restrict the granting of any Lien on any Property subject to such Profit and Participation Agreements; and
(t)Contractual Obligations under the Revolving Credit Agreement and the other “Loan Documents” (as defined therein), and Contractual Obligations in any term loan agreement executed after the Closing Date that are not, taken as a whole, materially more restrictive than those contained in the Revolving Credit Agreement; and
(u)Liens securing the “Obligations” (as defined in the Revolving Credit Agreement) and any Liens securing the obligations under any term loan agreement executed after the Closing Date; provided that such Liens (excluding cash or letter of credit collateral provided with respect to Letters of Credit) (i) rank pari passu with Liens securing the Obligations and (ii) are granted over the same collateral as Liens securing the Obligations.
For purposes of compliance with this Section: (x) in the event that any Lien or Contractual Obligation meets the criteria set forth in more than one of clauses (a) through (u) of this Section, Borrower, in its sole discretion, may classify or reclassify such Lien or Contractual Obligation in any manner that complies with this Section and such Lien or Contractual Obligation shall be treated as having been permitted pursuant to only one of the clauses of this Section; and (y) any Indebtedness secured by a Lien may be divided and classified among more than one of the clauses of this Section.
6.8Transactions with Affiliates.
69


Enter into any transaction of any kind with any Affiliate of Borrower other than (a) a transaction that results in Subordinated Obligations, (b) a transaction between or among Borrower and/or its Consolidated Subsidiaries, (c) a transaction that has been authorized by the board of directors or a committee established by the board of directors of Borrower with the favorable vote of a majority of the directors who have no financial or other interest in the transaction or by the vote of a majority of the outstanding shares of capital stock of Borrower, (d) a transaction entered into on terms and under conditions not less favorable to Borrower or any of its Subsidiaries than could be obtained from a Person that is not an Affiliate of Borrower, (e) salary, bonus, equity compensation and other compensation arrangements and indemnification arrangements with directors or officers consistent with past practice or current market practice, or (f) transactions permitted by clauses (b), (c) and (g) of Section 6.4.
6.9Consolidated Tangible Net Worth.
Permit Consolidated Tangible Net Worth to be, at the end of any Fiscal Quarter, less than an amount equal to (a) $ 2,701,014,000, plus (b) an amount equal to 50% of positive Consolidated Net Income for each Fiscal Quarter commencing after August 31, 2025 and ending as of the last day of such Fiscal Quarter (provided that there shall be no reduction hereunder in the event of a consolidated net loss in any such Fiscal Quarter), plus (c) an amount equal to 50% of the cumulative net proceeds received by Borrower from the issuance of its capital stock after August 31, 2025.
6.10Consolidated Leverage Ratio.
Permit the Consolidated Leverage Ratio to be, at the end of any Fiscal Quarter, greater than 0.60 to 1.00.
6.11Consolidated Interest Coverage Ratio or Minimum Liquidity.
Permit both of the following to occur with respect to any Fiscal Quarter:
(a)Liquidity to be less than Consolidated Interest Incurred for the four most recently ended Fiscal Quarters in the aggregate; and
(b)the Consolidated Interest Coverage Ratio to be, at the end of any Fiscal Quarter, less than 1.50 to 1.00.
6.12Distributions.
(a)Make any Distribution if a Default or an Event of Default then exists or if an Event of Default or Default would result therefrom; or
(b)At all times the Consolidated Interest Coverage Ratio is less than 2:00 to 1:00, (i) retire, redeem, purchase or otherwise acquire for value (other than for capital stock of the same type of Borrower or any of its Consolidated Subsidiaries) any shares of capital stock or any warrant or right to acquire shares of capital stock or any other equity security issued by Borrower or any of its Consolidated Subsidiaries; or (ii) make any Investment in any holder of 5% or more of the capital stock (or other equity securities) of Borrower or any of its Consolidated Subsidiaries, if a purpose of such Investment is to avoid the restrictions set forth in
70


subclause (i) above; provided, however, that the restrictions set forth in this Section 6.12(b) shall not apply if all of the following conditions are met:
(i)Unrestricted Cash (calculated on a pro forma basis after giving effect to such retirement, redemption, purchase, acquisition or Investment) equals or exceeds the “Aggregate Commitments” (as defined in the Revolving Credit Agreement);
(ii)Revolving Credit Total Outstandings (excluding the aggregate undrawn face amount of outstanding Letters of Credit) are zero; and
(iii)no Default or Event of Default then exists or would result therefrom.
(c)Notwithstanding the foregoing provisions of this Section 6.12, Section 6.12 does not prohibit:
(i)retirements, redemptions, purchases, or other acquisitions for value of capital stock, warrants or rights to acquire shares of capital stock or other equity securities (x) from or with employees, officers or directors or former employees, officer or directors (or their estates or beneficiaries under their estates) of Borrower and its Subsidiaries in connection with Borrower’s equity incentive plans or other benefit plans or upon death, disability, retirement, severance or termination or pursuant to any agreement under which the capital stock or other securities were issued or any employment agreement, (y) in connection with cashless exercises of options, warrants or other rights to acquire capital stock or other equity securities, or (z) in lieu of fractional shares;
(ii)the purchase of call options or call spreads by Borrower or its Subsidiaries in connection with any convertible securities offering of Subordinated Obligations by Borrower, together with the repurchase of shares of capital stock or settlement for cash (in whole or in part) as may be required by the terms of such options or spreads;
(iii)a Distribution made (x) to Borrower or to a Guarantor Subsidiary by any of their respective Subsidiaries or (y) to a wholly-owned Subsidiary of Borrower by any Subsidiary that is not a Loan Party;
(iv)the payment of any Distribution within 60 days after the date of declaration thereof so long as such Distribution was permitted by the provisions of this Agreement at the time of its declaration; or
(v)the making of cash payments in connection with any conversion of convertible securities of Borrower.
6.13Amendments.
Amend, waive or terminate any provision in any instrument or agreement governing Subordinated Obligations unless such amendment, waiver or termination would not be materially adverse to the interests of the Banks under this Agreement.
6.14[Intentionally Omitted].
71


6.15[Intentionally Omitted].
6.16Investment in Subsidiaries and Joint Ventures.
Permit, as of the last day of any Fiscal Quarter, Borrower’s equity interest, computed in accordance with Generally Accepted Accounting Principles consistently applied, in all Subsidiaries of Borrower (other than Guarantor Subsidiaries), Financial Subsidiaries, Foreign Subsidiaries, all Joint Ventures and all other entities with financial statements not consolidated with those of Borrower under Generally Accepted Accounting Principles consistently applied to exceed an amount equal to the sum of (a) $104,811,000 plus (b) an amount equal to 20% of Consolidated Tangible Net Worth as of the last day of such Fiscal Quarter.
6.17Borrowing Base Indebtedness Not to Exceed Borrowing Base.
Permit Borrowing Base Indebtedness at any time to exceed the Borrowing Base (as set forth in the then most recent Borrowing Base Certificate delivered hereunder by Borrower to Administrative Agent) if Borrower does not hold an Investment Grade Credit Rating at such time.
6.18[Intentionally Omitted].
6.19Regulation U.
Permit, the Loan hereunder to be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U) or to refund indebtedness originally incurred for such purpose.
6.20Fiscal Year.
Change its fiscal year-end to a date other than November 30.
6.21Outbound Investment Regulations.
Borrower shall not, and shall not permit any Loan Party or Subsidiary to, (a) be or become a “covered foreign person”, as that term is defined in the Outbound Investment Rules, or (b) engage, directly or indirectly, in (i) a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, (ii) any activity or transaction that would constitute a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, if Borrower were a U.S. Person or (iii) any other activity that would cause Administrative Agent or the Lenders to be in violation of the Outbound Investment Rules or cause Administrative Agent or the Lenders to be legally prohibited by the Outbound Investment Rules from performing under this Agreement.
6.22Sanctions.
Directly or indirectly, use the proceeds of any Advance, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, to fund
72


any activities of or business with any Person that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Bank, Arranger, Administrative Agent, or otherwise) of Sanctions.
6.23Anti-Corruption Laws.
Directly or indirectly use the proceeds of any Advance for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other anti-corruption legislation in other jurisdictions.
ARTICLE VII
INFORMATION AND REPORTING REQUIREMENTS
7.1Financial and Business Information of Borrower and Its Subsidiaries.
As long as the Loan remains unpaid or any other Obligation remains unpaid, or any portion of the Commitment remains outstanding, Borrower shall, unless Administrative Agent (with the approval of the Required Banks) otherwise consents in writing, deliver to Administrative Agent and each of the Banks (except as otherwise provided below) at its own expense:
(a)As soon as reasonably possible, and in any event within 50 days after the close of each Fiscal Quarter of Borrower (other than the fourth Fiscal Quarter), (i) the consolidated and consolidating balance sheet of Borrower and its GAAP Subsidiaries as of the end of such Fiscal Quarter, setting forth in comparative form the corresponding figures for the corresponding Fiscal Quarter of the preceding Fiscal Year, if available, and (ii) the consolidated and consolidating statements of profit and loss and the consolidated statements of cash flows of Borrower and its GAAP Subsidiaries for such Fiscal Quarter and for the portion of the Fiscal Year ended with such Fiscal Quarter, setting forth in comparative form the corresponding periods of the preceding Fiscal Year. Such consolidated and consolidating balance sheets and statements shall be prepared in reasonable detail in accordance with Generally Accepted Accounting Principles consistently applied (other than those which require footnote disclosure of certain matters), and shall be certified by the principal financial officer of Borrower, subject to normal year-end accruals and audit adjustments;
(b)As soon as reasonably possible, and in any event within 90 days after the close of each Fiscal Year of Borrower, (i) the consolidated and consolidating (in accordance with past practices of Borrower) balance sheets of Borrower and its GAAP Subsidiaries as of the end of such Fiscal Year, setting forth in comparative form the corresponding figures at the end of the preceding Fiscal Year and (ii) the consolidated and consolidating (in accordance with past practices of Borrower) statements of profit and loss and the consolidated statements of cash flows of Borrower and its GAAP Subsidiaries for such Fiscal Year, setting forth in comparative form the corresponding figures for the previous Fiscal Year. Such consolidated and consolidating balance sheet and statements shall be prepared in reasonable detail in accordance with Generally Accepted Accounting Principles consistently applied. Such consolidated balance sheet and statements shall be accompanied by a report and opinion of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Borrower, which report and opinion shall state that the examination of such consolidated financial statements by such accountants was made in accordance with generally accepted auditing standards and that such consolidated financial statements fairly present the financial
73


condition, results of operations and of cash flows of Borrower and its GAAP Subsidiaries subject to no exceptions as to scope of audit and subject to no other exceptions or qualifications (other than changes in accounting principles in which the auditors concur) unless such other exceptions or qualifications are approved by the Required Banks in their reasonable discretion. Such accountants’ report and opinion shall be accompanied by a certificate stating that, in conducting the audit examination of books and records necessary for the certification of such financial statements, such accountants have obtained no knowledge of any Default or Event of Default hereunder or, if in the opinion of such accountants, any such Default or Event of Default shall exist, stating the nature and status of such event, and setting forth the applicable calculations under Sections 6.9, 6.10, 6.11, 6.16 and 6.17 as of the date of the balance sheet. Such consolidating balance sheet and statements shall be certified by a Senior Officer of Borrower;
(c)Promptly after the receipt thereof by Borrower, copies of any audit or management reports submitted to it by independent accountants in connection with any audit or interim audit submitted to the board of directors of Borrower or any of its Consolidated Subsidiaries;
(d)Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to its stockholders, and copies of all annual, regular and periodic reports that Borrower may file or be required to file with the Commission; provided, any of the foregoing reports, statements or communications filed with or furnished to the Commission by Borrower (and which are available online) shall be deemed to have been delivered by Borrower under this Section 7.1;
(e)Promptly upon a Senior Officer of Borrower becoming aware, and in any event within ten (10) Business Days after becoming aware, of the occurrence of any (i) ERISA Event or (ii) “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, in each case, a written notice specifying the nature thereof, what action Borrower and any of its Subsidiaries or any ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or threatened to be taken by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;
(f)Promptly upon a Senior Officer of Borrower becoming aware, and in any event within five (5) Business Days after becoming aware, of the existence of a Default or an Event of Default, a written notice specifying the nature and period of existence thereof and what action Borrower is taking or proposes to take with respect thereto;
(g)Promptly upon a Senior Officer of Borrower becoming aware, and in any event within five (5) Business Days after becoming aware, that the holder of any evidence of Indebtedness (in a principal amount in excess of $50,000,000) of Borrower or any of its Consolidated Subsidiaries has given notice or taken any other action with respect to a default or event of default, a written notice specifying the notice given or action taken by such holder and the nature of such default or event of default and what action Borrower or its Consolidated Subsidiary is taking or proposes to take with respect thereto;
(h)Promptly upon a Senior Officer of Borrower becoming aware, and in any event within five (5) Business Days after becoming aware, of the existence of any pending or threatened litigation or any investigation by any Governmental Agency that could reasonably be expected to constitute a Material Adverse Effect (provided, that no failure of a Senior Officer to provide notice of any such event shall be the sole basis for any Default or Event of Default hereunder);
(i)[Intentionally Omitted];
74


(j)As soon as reasonably possible, and in any event prior to the date that is 90 days after the commencement of each Fiscal Year, deliver to Administrative Agent the business plan of Borrower and its Consolidated Subsidiaries for that Fiscal Year, together with projections (in substantially the same format as the Projections) covering the next 2 Fiscal Years; and
(k)Such other data and information as from time to time may be reasonably requested by any of the Banks.
Borrower hereby acknowledges that (i) Administrative Agent will make available to the Banks materials or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on DebtDomain or another similar electronic system (the “Platform”) and (ii) certain of the Banks may be “public-side” Banks (i.e., Banks that do not wish to receive material non-public information with respect to Borrower or its securities) (each, a “Public Lender”). Borrower hereby agrees that so long as Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities:
(i)all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof;
(ii)by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized Administrative Agent, the Arrangers and the Banks to treat such Borrower Materials as not containing any material non-public information with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.12);
(iii)all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and
(iv)Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”
Notwithstanding the foregoing, Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”
7.2Compliance Certificate.
Concurrently with the delivery of the financial statements described in Section 7.1(a) and (b), Borrower shall deliver to Administrative Agent and the Banks, at Borrower’s sole expense, a Compliance Certificate dated as of the last day of the Fiscal Quarter or Fiscal Year, as the case may be:
75


(a)setting forth computations showing, in detail reasonably satisfactory to Administrative Agent, whether Borrower and its Consolidated Subsidiaries were in compliance with their obligations to the Banks pursuant to Sections 6.9, 6.10, 6.11 and 6.16;
(b)certifying a sales report by geographical region, in the form attached to the Compliance Certificate, setting forth the number of homes or other Units sold and delivered during such period and in backlog at the end of such period;
(c)certifying an inventory report for such period in the form attached to the Compliance Certificate, summarizing such inventory by type and geographical region;
(d)reporting any change, as of the last day of such Fiscal Quarter, in the listing of Subsidiaries set forth in Schedule 4.4 (as the same may have been revised by previous Compliance Certificates), including changes in Guarantor Subsidiaries;
(e)either
(i)stating that to the best knowledge of the certifying officer as of the date of such certificate there is no Default or Event of Default, or
(ii)if there is a Default or Event of Default as of the date of such certificate, specifying all such Defaults or Events of Default and their nature and status; and
(f)stating, to the best knowledge of the certifying officer, whether any event or circumstance constituting a Material Adverse Effect (other than a Material Adverse Effect which is not particular to Borrower and which is generally known) has occurred since the date of the most recent Compliance Certificate delivered under this Section and, if so, describing such Material Adverse Effect in reasonable detail. No failure of the certifying officer to describe the existence of an event or circumstance constituting a Material Adverse Effect shall be the sole basis for any Default or Event of Default hereunder.
ARTICLE VIII
CONDITIONS
8.1The Closing, Etc.
The effectiveness of this Agreement and the obligation of each Bank to provide its Pro Rata Share of the Commitment hereunder are subject to the following conditions precedent, each of which shall be satisfied prior to the Closing Date (unless all of the Banks, in their sole and absolute discretion, shall agree otherwise):
(a)Administrative Agent shall have received all of the following, each dated as of the Closing Date (unless otherwise specified or unless Administrative Agent otherwise agrees) and all in form and substance satisfactory to Administrative Agent and each of the Banks:
(i)executed counterparts of this Agreement, sufficient in number for distribution to the Banks and Borrower;
(ii)a Note executed by Borrower in favor of each Bank requesting a Note, each in a principal amount equal to that Bank’s Pro Rata Share of the Commitment;
76


(iii)the Subsidiary Guaranty executed by each Subsidiary which is a Guarantor Subsidiary as of the Closing Date;
(iv)with respect to Borrower and each Subsidiary which is a Guarantor Subsidiary as of the Closing Date, such documentation as Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower and each such Subsidiary, its qualification to engage in business in each jurisdiction in which it is required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, and the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, and the like;
(v)the Opinions of Counsel;
(vi)an Officer’s Certificate of Borrower affirming, to the best knowledge of the certifying Senior Officer, that the conditions set forth in Sections 8.1(c) and 8.1(d) have been satisfied;
(vii)a Borrowing Base Certificate calculated as of the last day of the Fiscal Quarter ending on August 31, 2025, showing Borrower to be in compliance with Section 6.17 after giving effect to the Loan as if it was to be made on the Closing Date;
(viii)the financial statements described in Section 4.5;
(ix)a Compliance Certificate calculated as of the last day of the Fiscal Quarter ending on August 31, 2025; and
(x)such other assurances, certificates, documents, consents or opinions relevant hereto as Administrative Agent may reasonably require.
(b)All fees then payable under the letter agreements referred to in Section 3.3 and all other amounts and expenses owed hereunder shall have been paid.
(c)The representations and warranties of Borrower contained in Article IV shall be true and correct in all material respects on and as of the Closing Date.
(d)Borrower and its Consolidated Subsidiaries and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and no Default or Event of Default shall have occurred and be continuing.
(e)Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act that has been requested prior to the Closing Date.
8.2Initial Advance.
77


The obligations of the Banks to make the Advances after the Closing Date are subject to the following conditions precedent:
(a)Administrative Agent shall have received:
(i)a Loan Notice; and
(ii)a Borrowing Base Certificate calculated as of the last day of the Fiscal Quarter most recently ended for which financial statements were required to be delivered pursuant to Section 8.1(a)(viii) or Section 7.1(a), as the case may be, showing Borrower to be in compliance with Section 6.17 after giving effect to the Advances.
(b)the representations and warranties contained in Article IV (other than the representations and warranties contained in Sections 4.4(a), 4.18 and 4.19 and, if Borrower holds an Investment Grade Credit Rating at such time, Section 4.7(b)) shall be true and correct in all material respects on and as of the date of the Loan as though made on and as of that date (except that the financial statements referred to in Section 4.5(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.1(b), if the same have been so delivered, and the Borrowing Base Certificate referred to in Section 4.7(b) shall be deemed to refer to the most recent Borrowing Base Certificate delivered pursuant to Section 2.8, if the same has been so delivered); it being understood and agreed that any representation or warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects;
(c)Administrative Agent shall have received such other information relating to any matters which are the subject of Section 8.2(b) or the compliance by Borrower with this Agreement as may reasonably be requested by Administrative Agent on behalf of a Bank; and
(d)at and after giving effect to the Advances, no Default or Event of Default shall have occurred and be continuing.
The Loan Notice submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section have been satisfied on and as of the date of the Loan requested thereby.
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES UPON EVENTS OF DEFAULT
9.1Events of Default.
There will be a default hereunder if any one or more of the following events (“Events of Default”) occurs and is continuing, whatever the reason therefor:
(a)failure to pay any installment of principal on the Loan on the date when due; or
(b)failure to pay any installment of interest on the Loan, or to pay any fee or other amounts due Administrative Agent or any Bank hereunder, within five (5) Business Days after the date when due; or
(c)any failure to comply with Sections 6.1, 6.3, 6.4, 6.7, 6.9, 6.10, 6.11, 6.12, 6.13, 6.16, 6.19 or 7.1(f); or
78


(d)any failure to comply with Sections 2.8(a), 5.8, 5.9 or 6.8 that remains unremedied for a period of fifteen (15) calendar days after notice by Administrative Agent of such Default or twenty (20) calendar days after a Senior Officer becomes aware of such Default, whichever occurs first; or
(e)Borrower or any other Party fails to perform or observe any other term, covenant, or agreement contained in any Loan Document on its part to be performed or observed within 30 calendar days after notice by Administrative Agent of such Default; or
(f)any representation or warranty in any Loan Document or in any certificate, agreement, instrument, or other document made or deemed made or delivered pursuant to or in connection with any Loan Document proves to have been incorrect when made in any respect material to the ability of Borrower to duly and punctually perform all of the Obligations; or
(g)(x) Borrower or any of its Significant Subsidiaries which is also a Consolidated Subsidiary (i) fails to pay the principal, or any principal installment, of any present or future Indebtedness (other than Non-Recourse Indebtedness), or any guaranty of present or future Indebtedness (other than Non-Recourse Indebtedness) on its part to be paid, when due (or within any stated grace period), whether at the stated maturity, upon acceleration, by reason of required prepayment or otherwise in excess of $50,000,000 in the aggregate or (ii) fails to perform or observe any other material term, covenant, or agreement on its part to be performed or observed, or suffers to exist any condition, in connection with any present or future Indebtedness (other than Non-Recourse Indebtedness), or any guaranty of present or future Indebtedness (other than Non-Recourse Indebtedness), in excess of $50,000,000 in the aggregate, if as a result of such failure or such condition any holder or holders thereof (or an agent or trustee on its or their behalf) has the right to declare it due before the date on which it otherwise would become due or has the right to cause a demand such that such Indebtedness be repurchased, prepaid, defeased or redeemed; or (y) any “Event of Default” (as such term is defined in the Revolving Credit Agreement) shall have occurred and be continuing under the Revolving Credit Agreement; or
(h)(x) any written guarantee of the indebtedness and liabilities of Borrower to Administrative Agent and the Banks or any one or more of them arising under the Loan Documents is asserted to be invalid or unenforceable by any Loan Party (other than following the release of any such guarantee contemplated by Section 10.11 or following the termination of such guarantee in accordance with its terms), or (y) any Loan Document, at any time after its execution and delivery and for any reason other than the agreement of all the Banks, satisfaction in full of all the Obligations or in accordance with its terms, ceases to be in full force and effect or is declared by a court of competent jurisdiction to be null and void, invalid, or unenforceable in any respect which is, in the reasonable opinion of the Required Banks, materially adverse to the interest of the Banks; or
(i)a final judgment (or judgments) against Borrower or any of its Significant Subsidiaries which is also a Consolidated Subsidiary is entered for the payment of money in excess of $50,000,000 in the aggregate over the amount of any insurance proceeds reasonably expected to be received and remains unsatisfied, unpaid, undischarged or unbonded without procurement of a stay of execution within 30 calendar days after the date of entry of judgment, or in any event at least 5 calendar days prior to the sale of any assets pursuant thereto; or
(j)Borrower or any Significant Subsidiary of Borrower which is also a Consolidated Subsidiary institutes or consents to any proceeding under a Debtor Relief Law relating to it or to all or any part of its Property, or fails generally, or admits in writing its inability, to pay its debts as they mature, or makes a general assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian,
79


conservator, liquidator, rehabilitator, or similar officer for it or for all or any part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, or similar officer is appointed without the application or consent of that Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any part of its Property is instituted without the consent of that Person, and continues undismissed or unstayed for 60 calendar days; or
(k)the occurrence of one or more ERISA Events if the aggregate liability of Borrower and its ERISA Affiliates under ERISA as a result thereof could result in a Material Adverse Effect; or
(l)any determination is made by a court of competent jurisdiction that payment of principal or interest or both is due to the holder of any Subordinated Obligations which would not be permitted by Section 6.1 or that any Subordinated Obligation is not subordinated in accordance with its terms to the Obligations.
9.2Remedies Upon Event of Default.
Without limiting any other rights or remedies of Administrative Agent or the Banks provided for elsewhere in this Agreement or the Loan Documents, or by applicable Law or in equity, or otherwise:
(a)Upon the occurrence of any Event of Default, and so long as any such Event of Default shall be continuing (other than an Event of Default described in Section 9.1(j) with respect to Borrower or a Guarantor Subsidiary):
(i)all commitments to make Advances and all other obligations of Administrative Agent or the Banks with respect to Advances shall be suspended without notice to or demand upon Borrower, which are expressly waived by Borrower, except that the Required Banks (or greater number, if so required) may waive the Event of Default or, without waiving, determine, upon terms and conditions satisfactory to the Required Banks (or greater number, if so required), to reinstate the Commitment and make Advances, which waiver or determination shall apply equally to, and shall be binding upon, all the Banks; and
(ii)the Required Banks may request Administrative Agent to, and Administrative Agent thereupon shall declare the unpaid principal of all Obligations due to the Banks hereunder and under the Notes, all interest accrued and unpaid thereon, and all other amounts payable to the Banks under the Loan Documents to be forthwith due and payable, whereupon the same shall become and be forthwith due and payable, without protest, presentment, notice of dishonor, demand, or further notice of any kind, all of which are expressly waived by Borrower; provided that Administrative Agent shall notify Borrower (by telecopy and, if practicable, by telephone) substantially concurrently with any such acceleration (but the failure of Borrower to receive such notice shall not affect such acceleration); provided further, that all commitments to make Advances and all other obligations of Administrative Agent or the Banks with respect to Advances under the Loan Documents shall terminate concurrently with such acceleration.
(b)Upon the occurrence of any Event of Default described in Section 9.1(j) with respect to Borrower or a Guarantor Subsidiary:
80


(i)all commitments to make Advances, and all other obligations of Administrative Agent or the Banks with respect to Advances under the Loan Documents shall terminate without notice to or demand upon Borrower, which are expressly waived by Borrower; and
(ii)the unpaid principal of all Obligations due to the Banks hereunder and under the Notes and all interest accrued and unpaid on such Obligations, and all other amounts payable under the Loan Documents shall be forthwith due and payable, without protest, presentment, notice of dishonor, demand, or further notice of any kind, all of which are expressly waived by Borrower.
(c)[Intentionally Omitted].
(d)Upon the occurrence of an Event of Default, the Banks and Administrative Agent, or any of them, may proceed to protect, exercise, and enforce their rights and remedies under the Loan Documents against Borrower or any other Party and such other rights and remedies as are provided by Law or equity, without notice to or demand upon Borrower (which are expressly waived by Borrower) except to the extent required by applicable Laws. The order and manner in which the rights and remedies of the Banks under the Loan Documents and otherwise are exercised shall be determined by the Required Banks.
(e)All payments received by Administrative Agent and the Banks, or any of them, after the acceleration of the maturity of the Loan or after the Maturity Date shall be applied first to the costs and expenses (including Attorney Costs) of Administrative Agent, acting as Administrative Agent, and of the Banks and thereafter paid pro rata to the Banks in the same proportion that the aggregate of the unpaid principal amount owing on the Obligations of Borrower to each Bank, plus accrued and unpaid interest thereon, bears to the aggregate of the unpaid principal amount owing on all the Obligations, plus accrued and unpaid interest thereon. Regardless of how each Bank may treat the payments for the purpose of its own accounting, for the purpose of computing Borrower’s Obligations, the payments shall be applied first, to the costs and expenses of Administrative Agent, acting as Administrative Agent, and the Banks as set forth above, second, to the payment of accrued and unpaid fees hereunder and interest on all Obligations to the Banks, to and including the date of such application (ratably according to the accrued and unpaid interest on the Loan), third, to the ratable payment of the unpaid principal of all Obligations to the Banks, and fourth, to the payment of all other amounts then owing to Administrative Agent or the Banks under the Loan Documents. Subject to Section 9.2(a)(i), no application of the payments will cure any Event of Default or prevent acceleration, or continued acceleration, of amounts payable under the Loan Documents or prevent the exercise, or continued exercise, of rights or remedies of the Banks hereunder or under applicable Law unless all amounts then due (whether by acceleration or otherwise) have been paid in full.
ARTICLE X
ADMINISTRATIVE AGENT
10.1Appointment and Authorization.
Each Bank hereby irrevocably appoints, designates and authorizes Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, Administrative Agent shall not have any duties
81


or responsibilities, except those expressly set forth herein, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any Bank or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.
10.2Delegation of Duties.
Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct, as determined in a final, non-appealable judgment of a court of competent jurisdiction.
10.3Liability of Administrative Agent.
No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein, as determined in a final, non-appealable judgment of a court of competent jurisdiction, and with respect to Borrower, except for any failure to comply with Section 11.12), or (b) be responsible in any manner to any Bank or participant for any recital, statement, representation or warranty made by any Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Bank or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Party or any Affiliate thereof. No Agent-Related Person shall be under any obligation to take any action that, in its opinion or the opinion of its counsel, may expose any Agent-Related Person to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Bank in violation of any Debtor Relief Law.
10.4Reliance by Administrative Agent.
82


(a)Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Party), independent accountants and other experts selected by Administrative Agent. Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Banks as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Banks (or such greater number of Banks as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Banks.
(b)For purposes of determining compliance with the conditions specified in Section 8.1, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless Administrative Agent shall have received notice from such Bank prior to the proposed Closing Date specifying its objection thereto.
10.5Notice of Default.
Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to Administrative Agent for the account of the Banks, unless Administrative Agent shall have received written notice from a Bank or Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” Administrative Agent will promptly notify the Banks of its receipt of any such notice. Administrative Agent shall take such action with respect to such Default or Event of Default as may be directed by the Required Banks in accordance with Article IX; provided, however, that unless and until Administrative Agent has received any such direction, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Banks.
10.6Credit Decision; Disclosure of Information by Administrative Agent.
Each Bank acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Bank expressly acknowledges, represents, and warrants to Administrative Agent and the Arrangers that (a) the Loan Documents set forth the terms of a commercial lending facility, (b) it is engaged in making, acquiring, purchasing or holding commercial loans in the ordinary course and is entering into this Agreement and the other Loan
83


Documents to which it is a party as a Bank for the purpose of making, acquiring, purchasing and/or holding the commercial loans set forth herein as may be applicable to it, and not for the purpose of investing in the general performance or operations of Borrower and its respective Subsidiaries, or for the purpose of making, acquiring, purchasing or holding any other type of financial instrument such as a security, (c) it is sophisticated with respect to decisions to make, acquire, purchase or hold the commercial loans applicable to it and to provide the other facilities applicable to it and to provide other facilities applicable to it as set forth herein and either it or the Person exercising discretion in making its decisions to make, acquire, purchase or hold such commercial loans or to provide such other facilities is, in each case, experienced in making, acquiring, purchasing or holding commercial loans or providing such other facilities, (d) it has, independently and without reliance upon any Agent-Related Person, the Arrangers, any other Bank, or their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby (e) it has made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own independent decision to enter into this Agreement and the other Loan Documents to which it is a party and to extend credit to Borrower hereunder and thereunder, and (f) it has all licenses, permits and approvals necessary for use of the reference rates referred to herein that are applicable to the Loans and other extensions of credit required to be made by it hereunder and it will take all actions necessary to comply, preserve, renew and keep in full force and effect any such licenses, permits and approvals. Each Bank also represents, acknowledges, and agrees that (i) it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and the other Parties and (ii) it will not assert any claim under any federal or state securities laws or otherwise in contravention of this Section 10.6. Except for notices, reports and other documents expressly required to be furnished to the Banks by Administrative Agent herein, Administrative Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.
10.7Indemnification of Administrative Agent.
Whether or not the transactions contemplated hereby are consummated, the Banks shall, ratably in accordance with their respective Pro Rata Shares, indemnify upon demand each Agent- Related Person (to the extent not reimbursed by or on behalf of any Party and without limiting the obligation of any Party to do so), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however, that no Bank shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified
84


Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Banks (or greater number, if so required) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Bank shall reimburse Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Administrative Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive termination of the Commitment, the payment of all other Obligations and the resignation of Administrative Agent.
10.8Administrative Agent in its Individual Capacity.
Administrative Agent and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though Administrative Agent were not Administrative Agent hereunder and without notice to or consent of the Banks. The Banks acknowledge that, pursuant to such activities, Administrative Agent or its Affiliates may receive information regarding any Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Party or such Affiliate) and acknowledge that Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loan, Administrative Agent shall have the same rights and powers under this Agreement as any other Bank and may exercise such rights and powers as though it were not Administrative Agent, and the terms “Bank” and “Banks” include Administrative Agent in its individual capacity.
10.9Successor Administrative Agent.
Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Banks. If Administrative Agent resigns under this Agreement, the Required Banks shall appoint from among the Banks a successor administrative agent for the Banks, which successor administrative agent shall be consented to by Borrower at all times other than during the existence of an Event of Default (which consent of Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed 15 days prior to the effective date of the resignation of Administrative Agent, Administrative Agent may appoint, after consulting with the Banks and Borrower, a successor administrative agent from among the Banks. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor administrative agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article X and Sections 11.3 and 11.10
85


shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Banks appoint a successor agent as provided for above.
10.10Administrative Agent May File Proofs of Claim.
In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Party, Administrative Agent (irrespective of whether the principal of the Loan or other Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise
(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loan and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Banks and Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Banks and Administrative Agent and their respective agents and counsel and all other amounts due the Banks and Administrative Agent under Section 11.3) allowed in such judicial proceeding; and
(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Bank to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to the Banks, to pay to Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and its agents and counsel, and any other amounts due Administrative Agent under Sections 3.3 and 11.3.
Nothing contained herein shall be deemed to authorize Administrative Agent to authorize or consent to or accept or adopt on behalf of any Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Bank or to authorize Administrative Agent to vote in respect of the claim of any Bank in any such proceeding.
10.11Guaranty Matters.
Each Bank acknowledges and irrevocably consents to the release and discharge of any Guarantor Subsidiary from its obligations under the Subsidiary Guaranty by Administrative Agent, without any further consent or authorization by the Banks, as a result of a Change in Status of a Guarantor Subsidiary. Borrower may notify Administrative Agent of any Change in Status of a Guarantor Subsidiary by delivering an Officer’s Certificate, which shall include a
86


reasonably detailed description of such Change in Status and a certification that no Default or Event of Default exists or would result from the release of such Guarantor Subsidiary from its obligations under the Subsidiary Guaranty. Such Officer’s Certificate shall be delivered no later than simultaneously with the delivery of a Compliance Certificate pursuant to Section 7.2 with respect to the Fiscal Quarter during which such Change in Status occurs. Upon acceptance of such Officer’s Certificate by Administrative Agent, such Guarantor Subsidiary will be released and discharged from its obligations under the Subsidiary Guaranty, automatically, without any further action by Administrative Agent or any Bank, and the Subsidiary that is subject to such Change in Status shall no longer be a Guarantor Subsidiary. Upon request by Administrative Agent at any time, the Required Banks will confirm in writing Administrative Agent’s authority to take any steps to effect the release of any Guarantor Subsidiary from its obligations under the Subsidiary Guaranty pursuant to this Section 10.11.
10.12Other Agents; Arrangers and Managers.
None of the Banks or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “senior managing agent,” “managing agent,” “co-agent,” “sole book manager,” “lead manager,” “sole lead arranger”, or “arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement or any of the other Loan Documents other than, in the case of such Banks, those applicable to all Banks as such. Without limiting the foregoing, none of the Banks or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Bank. Each Bank acknowledges that it has not relied, and will not rely, on any of the Banks or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.
10.13Defaulting Banks.
(a)If for any reason any Bank becomes a Defaulting Bank, then in addition to the rights and remedies that may be available to Administrative Agent and the Banks at law or in equity, the Defaulting Bank’s right to participate in the Loan and the Agreement will be suspended during the pendency of the Defaulting Bank’s uncured default, and (without limiting the foregoing) Administrative Agent may (or at the direction of the Required Banks, shall) withhold from the Defaulting Bank any interest payments, fees, principal payments or other sums otherwise payable to such Defaulting Bank under the Loan Documents until such default of such Defaulting Bank has been cured. Each Non-Defaulting Bank will have the right, but not the obligation, in its sole discretion, to acquire at par a proportionate share (based on the ratio of its Pro Rata Share of the Commitment to the aggregate amount of the Pro Rata Shares of the Commitment of all of the Non-Defaulting Banks that elect to acquire a share of the Defaulting Bank’s Pro Rata Share of the Commitment) of the Defaulting Bank’s Pro Rata Share of the Commitment, including its proportionate share in the outstanding principal balance of the Loan. The Defaulting Bank will pay and protect, defend and indemnify Administrative Agent and each of the other Banks against, and hold Administrative Agent, and each of the other Banks harmless from, all claims, actions, proceedings, liabilities, damages, losses, and expenses (including Attorney Costs, and interest at the Base Rate plus 2.0% per annum for the funds advanced by Administrative Agent or any Banks on account of the Defaulting Bank) they may sustain or incur by reason of or in consequence of the Defaulting Bank’s failure or refusal to perform its obligations under the Loan Documents. Administrative Agent may set off against payments due to the Defaulting Bank for the claims of Administrative Agent and the other Banks against the
87


Defaulting Bank. The exercise of these remedies will not reduce, diminish or liquidate the Defaulting Bank’s Pro Rata Share of the Commitment (except to the extent that part or all of such Pro Rata Share of the Commitment is acquired by the other Banks as specified above) or its obligations to share losses and reimbursement for costs, liabilities and expenses under this Agreement. This indemnification will survive the payment and satisfaction of all of Borrower’s obligations and liabilities to the Banks. The foregoing provisions of this Section 10.13 are solely for the benefit of Administrative Agent and the Banks, and may not be enforced or relied upon by Borrower.
(b)If a Bank becomes, and during the period it remains, a Defaulting Bank, the following provisions shall apply any amount paid by Borrower for the account of a Defaulting Bank under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Bank, but shall instead be retained by Administrative Agent in a segregated non-interest bearing escrow account until such Defaulting Bank is no longer a Defaulting Bank or the termination of the Commitment and payment in full of all obligations of Borrower hereunder and will be applied by Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: First to the payment of any amounts owing by such Defaulting Bank to Administrative Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Banks hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Banks, fifth after the termination of the Commitment and payment in full of all obligations of Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Bank or as a court of competent jurisdiction may otherwise direct, and sixth the remainder to the Person entitled thereto.
10.14No Obligations of Borrower.
Nothing contained in this Article X shall be deemed to impose upon Borrower any obligation in respect of the due and punctual performance by Administrative Agent of its obligations to the Banks under any provision of this Agreement, and Borrower shall have no liability to Administrative Agent or any of the Banks in respect of any failure by Administrative Agent or any Bank to perform any of its obligations to Administrative Agent or the Banks under this Agreement. Without limiting the generality of the foregoing, where any provision of this Agreement relating to the payment of any amounts due and owing under the Loan Documents provides that such payments shall be made by Borrower to Administrative Agent for the account of the Banks, Borrower’s obligations to the Banks in respect of such payments shall be deemed to be satisfied upon the making of such payments to Administrative Agent in the manner provided by this Agreement.
10.15Erroneous Payments.
(a)If Administrative Agent (x) notifies a Bank, or any Person who has received funds on behalf of a Bank (any such Bank or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from Administrative Agent) received by such Payment Recipient from Administrative Agent or any of its Affiliates were
88


erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Bank or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of Administrative Agent pending its return or repayment as contemplated below in this Section 10.15 and held in trust for the benefit of Administrative Agent, and such Bank shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter (or such later date as Administrative Agent may, in its sole discretion, specify in writing), return to Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.
(b)Without limiting immediately preceding clause (a), each Bank or any Person who has received funds on behalf of a Bank (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by Administrative Agent (or any of its Affiliates), or (z) that such Bank or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:
(i)it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and
(ii)such Bank shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one (1) Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying Administrative Agent pursuant to this Section 10.15(b).
For the avoidance of doubt, the failure to deliver a notice to Administrative Agent pursuant to this Section 10.15(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 10.15(a) or on whether or not an Erroneous Payment has been made.
89


(c)Each Bank hereby authorizes Administrative Agent to set off, net and apply any and all amounts at any time owing to such Bank under any Loan Document, or otherwise payable or distributable by Administrative Agent to such Bank under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that Administrative Agent has demanded to be returned under immediately preceding clause (a).
(d)Erroneous Payment Deficiency Assignments.
(i)In the event that an Erroneous Payment (or portion thereof) is not recovered by Administrative Agent for any reason, after demand therefor in accordance with immediately preceding clause (a), from any Bank that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon Administrative Agent’s notice to such Bank at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Bank shall be deemed to have assigned its Loan (but not its Pro Rata Share of the Commitment) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as Administrative Agent may specify) (such assignment of the Loan (but not Pro Rata Share of the Commitment) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by Administrative Agent in such instance)), and is hereby (together with Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to the Platform) with respect to such Erroneous Payment Deficiency Assignment, and such Bank shall deliver any Note evidencing such Loan to Borrower or Administrative Agent (but the failure of such Person to deliver any such Note shall not affect the effectiveness of the foregoing assignment), (B) Administrative Agent as the assignee Bank shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, Administrative Agent as the assignee Bank shall become a Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Bank shall cease to be a Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its Pro Rata Share of the Commitment which shall survive as to such assigning Bank, (D) Administrative Agent and Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) Administrative Agent will reflect in the Register its ownership interest in the Loan subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Pro Rata Share of the Commitment of any Bank and such Pro Rata Share of the Commitment shall remain available in accordance with the terms of this Agreement.
(ii)Subject to Section 11.8 (but excluding, in all events, any assignment consent or approval requirements (whether from Borrower or otherwise)), Administrative Agent may, in its discretion, sell the Loan acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the
90


proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Bank shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and Administrative Agent shall retain all other rights, remedies and claims against such Bank (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Bank (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by Administrative Agent on or with respect to the Loan acquired from such Bank pursuant to an Erroneous Payment Deficiency Assignment (to the extent that the Loan is then owned by Administrative Agent) and (y) may, in the sole discretion of Administrative Agent, be reduced by any amount specified by Administrative Agent in writing to the applicable Bank from time to time.
(e)The parties hereto agree that (x) irrespective of whether Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Bank to the rights and interests of such Bank, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Loan Parties’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of the portion of the Loan that has been assigned to Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by Borrower or any other Loan Party; provided that this Section 10.15(e) shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by Administrative Agent from Borrower for the purpose of making such Erroneous Payment.
(f)To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine.
(g)Each party’s obligations, agreements and waivers under this Section 10.15 shall survive the resignation or replacement of Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Bank, the termination of the Commitment and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.
ARTICLE XI
MISCELLANEOUS
11.1Cumulative Remedies; No Waiver.
91


The rights, powers, and remedies of Administrative Agent or any Bank provided herein or in any Note or other Loan Document are cumulative and not exclusive of any right, power, or remedy provided by law or equity. No failure or delay on the part of Administrative Agent or any Bank in exercising any right, power, or remedy may be, or may be deemed to be, a waiver thereof; nor may any single or partial exercise of any right, power, or remedy preclude any other or further exercise of any other right, power, or remedy. The terms and conditions of Sections 8.1 and 8.2 hereof are inserted for the sole benefit of the Banks and Administrative Agent may (with the approval of the Required Banks) waive them in whole or in part with or without terms or conditions in respect of the Loan.
11.2Amendments; Consents.
(a)Except as provided in Section 11.2(f), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Required Banks and Borrower, and then only in the specific instance and for the specific purpose given; and without the approval in writing of all of the affected Banks, no amendment, waiver or consent may be effective:
(i)to amend or modify the principal of, or the amount of principal or principal prepayments payable on any Obligation, to increase the Exposure of any Bank without the consent of that Bank, to decrease the rate of any interest or fee payable to any Bank without the consent of that Bank, or to reduce or waive any interest or other amount payable to any Bank without the consent of that Bank;
(ii)to postpone any date fixed for any payment of principal of, prepayment of principal of, or any installment of interest on, any Obligation owing to a Bank or any installment of any fee owing to a Bank, or to extend the term of the Commitment without the consent of that Bank;
(iii)to amend or modify the provisions of the definition in Section 1.1 of “Required Banks” or of Sections 11.2, 11.9, 11.10, or 11.11, or any provision providing for the ratable or pro rata treatment of the Banks without the consent of each Bank;
(iv)release any Guarantor Subsidiary from liability under the Subsidiary Guaranty (except as provided in Section 10.11); or
(v)to amend or modify any provision of this Agreement or the Loan Documents that expressly requires the consent or approval of all the Banks without the consent of each Bank.
(b)Any amendment, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Banks and Administrative Agent. Any amendment, waiver or consent pursuant to this Section 11.2 that permits the sale or other transfer of the capital stock of (or all or substantially all of the assets of) a Guarantor Subsidiary shall automatically release the Guarantor Subsidiary effective concurrently with such sale or other transfer.
(c)In addition, no amendment, modification, termination or waiver of any provision of Article X or of any other provision of this Agreement which, by its terms, expressly
92


requires the approval or concurrence of Administrative Agent shall be effective without the written concurrence of Administrative Agent.
(d)If any Bank does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Bank and that has been approved by the Required Banks, Borrower may replace such non-consenting Bank (each a “Non-Consenting Bank”) in accordance with Section 11.27; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by Borrower to be made pursuant to this paragraph).
(e)Anything herein to the contrary notwithstanding, during such period as a Bank is a Defaulting Bank, to the fullest extent permitted by applicable Law, such Bank will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loan or other extensions of credit of such Bank hereunder will not be taken into account in determining whether the Required Banks or all of the Banks, as required, have approved any such amendment or waiver (and the definition of “Required Banks” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase the Exposure or extend the term of the Commitment of such Defaulting Bank, postpone the date fixed for the payment of principal or interest owing to such Defaulting Bank hereunder, reduce the principal amount of any Obligation owing to such Defaulting Bank, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Bank or of any fee payable to such Defaulting Bank hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Bank.
11.3Costs, Expenses and Taxes.
Borrower shall pay within 30 days after demand (which demand shall be accompanied by an invoice in reasonable detail) the reasonable actual out-of-pocket costs and expenses of Administrative Agent and its Affiliates and the Arrangers and their Affiliates in connection with (a) the negotiation, preparation, execution, delivery, arrangement, syndication and closing of the Loan Documents (including, for the avoidance of doubt, the reasonable documented fees, disbursements and other charges of one designated external counsel, but excluding any allocation of in-house counsel or other internal personnel) and (b) any amendment, waiver or modification of the Loan Documents (including, for the avoidance of doubt, the reasonable documented fees, disbursements and other charges of one designated external counsel, but excluding any allocation of in-house counsel or other internal personnel). Borrower shall pay within 30 days after demand the reasonable actual out-of-pocket costs and expenses of Administrative Agent and each of the Banks in connection with the enforcement of any Loan Documents following the occurrence of a Default or an Event of Default, including in connection with any refinancing, restructuring, reorganization (including a bankruptcy reorganization, if such payment is approved by the bankruptcy court or any similar proceeding). The costs and expenses referred to in the first sentence above (for which Borrower shall be liable solely with respect to costs and expenses of Administrative Agent and its Affiliates) and the second sentence above (which shall apply to costs and expenses of Administrative Agent and the Banks) shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out-of-pocket expenses and Attorney Costs of Administrative Agent, its Affiliates or any of the Banks, as the case may be, or independent public accountants and other outside experts retained by Administrative Agent (provided that Borrower shall not be liable under this Section 11.3 for (i) fees and expenses of
93


more than one firm of independent public accountants, or more than one expert with respect to a specific subject matter, at any one time, or (ii) the fees and expenses of more than one firm of outside legal counsel retained to represent Administrative Agent and the Banks, but if any of such parties does not consent to such joint representation, Borrower shall be liable for the fees and expenses of not more than one firm of outside legal counsel retained to represent Administrative Agent and also for not more than one additional firm of outside legal counsel retained to otherwise represent one or more of the Banks). Nothing herein shall obligate Borrower to pay any costs and expenses in connection with an assignment of or participation in a Bank’s Pro Rata Share of the Commitment or of all or a portion of its Advances. Borrower shall pay any and all documentary and transfer taxes, assessments or charges made by any Governmental Agency and all reasonable actual costs, expenses, fees, and charges of Persons (other than Administrative Agent, the Arrangers or the Banks) payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, any other Loan Document, or any other instrument or writing to be delivered hereunder or thereunder, and shall reimburse, hold harmless, and indemnify Administrative Agent, its Affiliates, each Bank and each Participant from and against any and all loss, liability, or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee, or charge or that any of them may suffer or incur by reason of the failure of Borrower to perform any of its Obligations. Any amount payable to Administrative Agent, its Affiliates, any Bank, or any Participant under this Section 11.3 shall bear interest from the date which is 30 days after Borrower’s receipt of demand (together with reasonable supporting documentation) for payment at the rate then in effect for a Base Rate Loan.
11.4Nature of Banks’ Obligations.
Nothing contained in this Agreement or any other Loan Document and no action taken by Administrative Agent or the Banks or any of them pursuant hereto or thereto may, or may be deemed to, make the Banks a partnership, an association, a joint venture, or other entity, either among themselves or with Borrower. The obligations of the Banks hereunder to make Advances are several and not joint or joint and several. The failure of any Bank to make any Advance or to fund any such participation on any date required hereunder shall not relieve any other Bank of its corresponding obligation to do so on such date, and no Bank shall be responsible for the failure of any other Bank to so make its Advance or purchase its participation.
11.5Survival of Representations and Warranties.
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by Administrative Agent and each Bank, regardless of any investigation made by Administrative Agent or any Bank or on their behalf and notwithstanding that Administrative Agent or any Bank may have had notice or knowledge of any Default at the time of the making of any Advance, and shall continue in full force and effect as long as the Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.
11.6Notices and Other Communications; Facsimile Copies.
94


(a)Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 11.6(b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier or electronic mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
(i)if to Borrower, Administrative Agent, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 11.6; and
(ii)if to any other Bank, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.
All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (x) actual receipt by the relevant party hereto and (y) (A) if sent by hand or overnight courier service, when signed for by or on behalf of the relevant party hereto, (B) if mailed by certified or registered mail, four (4) Business Days after deposit in the mails, postage prepaid or (C) if sent by telecopier, when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in Section 11.6(b) below, shall be effective as provided in Section 11.6(b).
(b)Electronic Communications. Notices and other communications to the Banks hereunder may be delivered or furnished by electronic communication (including e mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Bank pursuant to Article II if such Bank has notified Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. Administrative Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless Administrative Agent otherwise prescribes,
(i)notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and
(ii)notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, e-mail or other communication is not sent during the normal business hours of the recipient, such notice, e-mail or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.
(c)The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR
95


OMISSIONS FROM BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrower, any Bank or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrower’s or Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to Borrower, any Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
(d)Change of Address, Etc. Each of Borrower and Administrative Agent may change its address, telecopier number, electronic mail address or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Bank may change its address, telecopier number, electronic mail address or telephone number for notices and other communications hereunder by notice to Borrower and Administrative Agent. In addition, each Bank agrees to notify Administrative Agent from time to time to ensure that Administrative Agent has on record:
(i)an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and
(ii)accurate wire instructions for such Bank.
(e)Reliance by Administrative Agent and Banks. Administrative Agent and the Banks shall be entitled to rely and act upon any notices purportedly given by or on behalf of Borrower even if
(i)such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or
(ii)the terms thereof, as understood by the recipient, varied from any confirmation thereof.
Borrower shall indemnify each Agent-Related Person and each Bank from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of Borrower. All telephonic notices to and other telephonic communications with Administrative Agent may be recorded by Administrative Agent, and each of the parties hereto hereby consents to such recording.
11.7Execution in Counterparts; Facsimile Delivery.
This Agreement and any other Loan Document to which Borrower is a Party may be executed in any number of counterparts and any party hereto or thereto may execute any counterpart, each of which when executed and delivered will be deemed to be an original and all
96


of which counterparts of this Agreement or any other Loan Document, as the case may be, taken together will be deemed to be but one and the same instrument. Such counterparts may be sent by telecopy, with the original counterparts to follow by mail or courier. The execution of this Agreement or any other Loan Document by any party hereto or thereto will not become effective until executed counterparts hereof or thereof (or other evidence of execution satisfactory to Administrative Agent and Borrower) have been delivered to Administrative Agent and Borrower. The parties hereto agree and acknowledge that delivery of any signature by facsimile shall constitute execution by such signatory. The words “delivery,” “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on the Platform, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar federal, state, provincial or territorial laws based on the Uniform Electronic Transactions Act.
11.8Successors and Assigns.
(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Bank and no Bank may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 11.8(b), (ii) by way of participation in accordance with the provisions of Section 11.8(d), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8(f) or (iv) in accordance with Section 11.27 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 11.8(d) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b)Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Pro Rata Share of the Commitment and the Loan at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Pro Rata Share of the Commitment or the Loan at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank, the aggregate amount of the Pro Rata Share of the Commitment or, if the Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 and shall be an integral multiple of $1,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from
97


members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan or the Pro Rata Share of the Commitment assigned; (iii) any assignment to an Eligible Assignee other than a Bank or an Affiliate of a Bank shall be subject to the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed; (iv) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (treating multiple, simultaneous assignments by or to two or more Approved Funds as a single assignment) (except that no such processing and recordation fee shall be payable (i) in connection with any assignment to or from Administrative Agent or any of its Affiliates or (ii) in the case of an assignee which is already a Bank or is an Affiliate or Approved Fund of a Bank, (iii) for any assignment which Administrative Agent, in its sole discretion elects to waive such processing and recordation fee), and the Eligible Assignee, if it shall not be a Bank, shall deliver to Administrative Agent an Administrative Questionnaire; and (v) any assignment to an Eligible Assignee other than a Bank or an Affiliate or Approved Fund of a Bank shall be subject to the prior written consent of Borrower (such consent not to be unreasonably withheld or delayed), but such consent of Borrower shall not be required if a Default or an Event of Default has then occurred and is continuing; provided that Borrower shall be deemed to have consented to any such Eligible Assignee unless it shall have objected thereto within five (5) Business Days following written request for such consent. Subject to acceptance and recording thereof by Administrative Agent pursuant to Section 11.8(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.6, 3.10, 11.3, 11.6(e) and 11.10 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower shall execute and deliver a Note to the assignee Bank. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this Section 11.8(b) shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with Section 11.8(d). Any costs and expenses incurred in connection with an assignment hereunder (including a processing and recordation fee set forth in Section 11.8) shall be paid by the Eligible Assignee (except as otherwise provided in Section 11.27).
(c)Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Banks, and the Pro Rata Share of the Commitment of, and principal amounts of the Loan and other Obligations owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Borrower, Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior notice.
(d)Any Bank may at any time, without the consent of, or notice to, Borrower or Administrative Agent, sell participations to any Person (other than a natural person, or a
98


holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural persons, a Defaulting Bank or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Bank’s rights or obligations under this Agreement (including all or a portion of its Pro Rata Share of the Commitment or the Loan owing to it); provided that (i) such Bank’s obligations under this Agreement otherwise shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower, Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Bank sells such a participation shall provide that such Bank shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided further, that such agreement or instrument may provide that such Bank will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Sections 11.2(a)(i), 11.2(a)(ii) or 11.2(a)(iv) that directly affects such Participant; provided further, that any Bank selling a participation shall endeavor promptly to give Borrower notice following any such sale, but the failure to give such notice will not give rise to any liability on the part of such Bank or otherwise affect the validity of any such sale. Subject to clause (e) of this Section, Borrower agrees that each Participant shall be entitled to the benefits of, and subject to the limitations of, Sections 3.6 and 3.10 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to Section 11.8(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.15 as though it were a Bank, provided such Participant agrees to be subject to Section 11.9 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Bank’s Pro Rata Share of the Commitment or the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in the Bank’s Pro Rata Share of the Commitment, Loan or other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Pro Rata Share of the Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(e)A Participant shall not be entitled to receive any greater payment under Sections 3.6 and 3.10 than the applicable Bank would have been entitled to receive with respect to the participation sold to such Participant.
(f)Any Bank may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Bank, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Bank from any of its obligations hereunder or substitute any such pledgee or assignee for such Bank as a party hereto.
(g)In connection with any assignment of rights and obligations of any Defaulting Bank hereunder, no such assignment will be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of
99


Borrower and Administrative Agent, the applicable pro rata share of the Loan previously requested but not funded by the Defaulting Bank, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Bank to Administrative Agent and each other Bank hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of the Loan in accordance with such Defaulting Bank’s Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Bank hereunder becomes effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest will be deemed to be a Defaulting Bank for all purposes of this Agreement until such compliance occurs.
11.9Sharing of Setoffs.
Each Bank severally agrees that if it, through the exercise of the right of setoff, banker’s lien, or counterclaim against Borrower or otherwise, receives payment of the Obligations due it hereunder and under the Notes that is ratably more than that to which it is entitled hereunder pursuant to Section 3.13 or 9.2(e), then: (a) the Bank exercising the right of setoff, banker’s lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from the other Bank a participation in the Obligations held by the other Bank and shall pay to the other Bank a purchase price in an amount so that the share of the Obligations held by each Bank after the exercise of the right of setoff, banker’s lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien, or counterclaim or receipt of payment, and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Banks share any payment obtained in respect of the Obligations ratably in accordance with the provisions of Section 3.13 and 9.2(e), provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Bank that purchases a participation in the Obligations pursuant to this Section shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that, to the extent permitted by Law, any Bank holding a participation in an Obligation so purchased may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Bank were the original owner of the Obligation purchased. Notwithstanding anything in this Section 11.9 to the contrary, in the event that any Defaulting Bank exercises any right of setoff, (i) all amounts so set off will be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 10.13(b) and, pending such payment, will be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of Administrative Agent, the Banks and any other Person entitled to such amounts pursuant to Section 10.13(b) and (y) the Defaulting Bank will provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff.
100


11.10Indemnification by Borrower.
Borrower shall indemnify and hold harmless each Agent-Related Person, each Arranger, each Bank and their respective Affiliates, directors, officers, employees, counsel, agents, attorneys-in-fact and other advisors and representatives (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages (including punitive and exemplary damages), penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) the Commitment or Loan or the use or proposed use of the proceeds therefrom or (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or, other than with respect to Administrative Agent acting in its capacity as such and any of its Agent-Related Persons in connection with Administrative Agent’s acting in such capacity, a material breach of the Loan Documents by such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through DebtDomain or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 11.10 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section 11.10 shall survive the resignation of Administrative Agent, the replacement of any Bank, the termination of the Commitment and the repayment, satisfaction or discharge of all the other Obligations. Notwithstanding the foregoing, indemnification for Indemnified Taxes and Other Taxes shall be governed by, and be subject to the qualifications and requirements set forth in, Section 3.10.
11.11Nonliability of Banks.
The relationship between Borrower and the Banks is, and shall at all times remain, solely that of borrower and lenders, and the Banks and Administrative Agent neither undertake nor assume any responsibility or duty to Borrower to review, inspect, supervise, pass judgment upon, or inform Borrower of any matter in connection with any phase of Borrower’s business, operations, or condition, financial or otherwise. Borrower shall rely entirely upon its own judgment with respect to such matters, and any review, inspection, supervision, exercise of judgment, or information supplied to Borrower by any Bank, Administrative Agent or any
101


Arranger in connection with any such matter is for the protection of the Banks, Administrative Agent and the Arrangers, and neither Borrower nor any third party is entitled to rely thereon.
11.12Confidentiality.
Each of Administrative Agent and each Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed
(a)to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors, consultants, service providers, and representatives only for the purposes of administration or enforcement of this Agreement and for internal compliance, audit and risk management purposes in connection with this Agreement (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),
(b)to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners),
(c)to the extent required by applicable Laws or regulations or by any subpoena or similar legal process,
(d)to any other party hereto,
(e)in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f)subject to an agreement containing a standard of confidentiality substantially the same as that in this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and its obligations,
(g)with the consent of Borrower or
(h)to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to Administrative Agent, any Bank or any of their respective Affiliates on a nonconfidential basis from a source other than Borrower.
In addition, Administrative Agent, each Arranger and each Bank may disclose information about this Agreement to market data collectors to the extent such information is customarily provided in order to obtain league of table credit.
For purposes of this Section 11.12, “Information” means all information received from Borrower or any Subsidiary relating to Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to Administrative Agent, any Arranger or any Bank on a nonconfidential basis prior to disclosure by Borrower or any Subsidiary, provided that, in the case of information received from Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required
102


to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of Administrative Agent and each Bank acknowledges that (x) the Information may include material non-public information concerning Borrower or a Subsidiary, as the case may be, (y) it has developed compliance procedures regarding the use of material non-public information and (z) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws.
For the avoidance of doubt, nothing herein prohibits any individual from communicating or disclosing information regarding suspected violations of laws, rules, or regulations to a governmental, regulatory, or self-regulatory authority without any notification to any Person.
11.13No Third Parties Benefited.
This Agreement is made for the purpose of defining and setting forth certain obligations, rights and duties of Borrower, Administrative Agent and the Banks in connection with the Commitment, and is made for the sole benefit of Borrower, Administrative Agent and the Banks, and Administrative Agent’s and the Banks’ successors and assigns. Except as provided in Sections 11.8 and 11.10, no other Person shall have any rights of any nature hereunder or by reason hereof.
11.14Other Dealings.
Any Bank may, without liability to account to the other Banks, accept deposits from, lend money or provide credit facilities to and generally engage in any kind of banking or other business with Borrower and its Subsidiaries.
11.15Right of Setoff — Deposit Accounts.
Upon the occurrence of an Event of Default and the acceleration of maturity of the principal indebtedness pursuant to Section 9.2, Borrower hereby specifically authorizes each Bank in which Borrower maintains a deposit account (whether a general or special deposit account, other than trust accounts) or a certificate of deposit to setoff any Obligations owed to such Bank against such deposit account or certificate of deposit without prior notice to Borrower (which notice is hereby waived) whether or not such deposit account or certificate of deposit has then matured. Nothing in this Section shall limit or restrict the exercise by a Bank of any right to setoff or banker’s lien under applicable Law, subject to the approval of the Required Banks.
11.16Further Assurances.
Borrower shall, at its expense and without expense to the Banks or Administrative Agent, do, execute, and deliver such further acts and documents as any Bank or Administrative Agent from time to time reasonably requires for the assuring and confirming unto the Banks or Administrative Agent the rights hereby created or intended now or hereafter so to be, or for carrying out the intention or facilitating the performance of the terms of any Loan Document; provided that this Section 11.16 is not intended to create any affirmative obligation on the part of
103


Borrower to provide additional collateral security, additional guarantors or other credit enhancement with respect to the Obligations.
11.17Integration.
This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and supersedes all prior agreements, written or oral (including the mandate letter and the summary of terms relating to this Agreement), on the subject matter hereof except as provided in Section 3.3 hereof or otherwise expressly provided herein to the contrary. The Loan Documents were drafted with the joint participation of Borrower and the Banks and shall be construed neither against nor in favor of either, but rather in accordance with the fair meaning thereof.
11.18Governing Law.
(a)GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b)SUBMISSION TO JURISDICTION. BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, BOROUGH OF MANHATTAN, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
(c)WAIVER OF VENUE. BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(d)SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.6. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
104


11.19Severability of Provisions.
Any provision in any Loan Document that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.
11.20Headings.
Article and section headings in this Agreement and the other Loan Documents are included for convenience of reference only and are not part of this Agreement or the other Loan Documents for any other purpose.
11.21Conflict in Loan Documents.
To the extent there is any actual irreconcilable conflict between the provisions of this Agreement and any other Loan Document, the provisions of this Agreement shall prevail.
11.22Waiver of Right to Trial by Jury.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
11.23Purported Oral Amendments.
BORROWER EXPRESSLY ACKNOWLEDGES THAT THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY ONLY BE AMENDED OR MODIFIED, OR THE PROVISIONS HEREOF OR THEREOF WAIVED OR SUPPLEMENTED, BY AN INSTRUMENT IN WRITING THAT COMPLIES WITH SECTION 11.2. BORROWER AGREES THAT IT WILL NOT RELY ON ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR ORAL OR WRITTEN STATEMENTS BY ANY REPRESENTATIVE OF ANY AGENT OR ANY BANK THAT DOES NOT COMPLY WITH SECTION 11.2 TO EFFECT AN AMENDMENT, MODIFICATION, WAIVER OR SUPPLEMENT TO THE AGREEMENT OR THE OTHER LOAN DOCUMENTS.
105


11.24Payments Set Aside.
To the extent that any payment by or on behalf of Borrower is made to Administrative Agent or any Bank, or Administrative Agent or any Bank exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Administrative Agent or such Bank in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Bank severally agrees to pay to Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.
11.25Hazardous Materials Indemnity.
Without limiting any other indemnity provided for in the Loan Documents, Borrower agrees to indemnify the Indemnitees from any claim, liability, loss, cost or expense (including Attorney Costs) directly or indirectly arising out of the use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence of any Hazardous Materials if such Hazardous Materials are on, under, about or relate to Borrower’s Property or operations, so long as such claim, liability, loss, cost or expense arises out of or relates to the Commitment, the use of proceeds of the Loan, any transaction contemplated pursuant to this Agreement, or any relationship or alleged relationship of any Indemnitee to Borrower related to this Agreement.
11.26Certain Notices.
Each Bank and Administrative Agent (for itself and not on behalf of any Bank) hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and, to the extent applicable, the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow such Bank or Administrative Agent, as applicable, to identify Borrower in accordance with the PATRIOT Act and, to the extent applicable, the Beneficial Ownership Regulation. Borrower hereby agrees to provide any such information that is reasonably requested by any Bank or Administrative Agent.
11.27Replacement of Banks.
If (a) any Bank requests compensation under Sections 3.6(a), 3.6(b), 3.6(e) or 3.6(f), (b) Borrower is required to pay any additional amount pursuant to Section 3.10, (c) any Bank is a Defaulting Bank, (d) any Bank is a Non-Consenting Bank or (e) any other circumstance exists hereunder that gives Borrower the right to replace a Bank as a party hereto, then Borrower may, at its sole expense and effort, upon notice to such Bank and Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions
106


contained in, and consents required by, Section 11.8), and such Bank shall assign within five (5) Business Days after the date of such notice, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that:
(a)Borrower shall have paid to Administrative Agent the assignment fee specified in Section 11.8(b);
(b)such Bank shall have received payment of an amount equal to the outstanding principal of its Loan, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.6(f) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts) and including all amounts due to such Bank under Sections 3.10, 11.3, 11.6(e) and 11.10, but subject to the provisions of clause (c) below);
(c)in the case of any such assignment resulting from a claim for compensation under Sections 3.6(a), 3.6(b), 3.6(e) or 3.6(f) or payments required to be made pursuant to Section 3.10, such assignment will result in a reduction in such compensation or payments thereafter; and
(d)such assignment does not conflict with applicable Laws.
A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.
11.28No Fiduciary Relationship.
Borrower hereby acknowledges that none of Administrative Agent, the Banks or their Affiliates has any fiduciary relationship with or duty to Borrower or any of its Affiliates arising out of or in connection with the Loan Documents, and the relationship between Administrative Agent, the Banks or any of their Affiliates, on the one hand, and Borrower or its Affiliates, on the other hand, in connection with the Loan Documents is solely that of debtor and creditor.
11.29Waiver of Consequential Damages, Etc.
To the fullest extent permitted by applicable Law, Borrower shall not assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loan or the use of the proceeds thereof.
11.30Acknowledgement and Consent to Bail-In of Affected Financial Institutions.
Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto
107


acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution, and (b) the effects of any Bail-In Action on any such liability, including, if applicable, (i) a reduction in full or in part or cancellation of any such liability, (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.
11.31Certain ERISA Matters.
(a)Each Bank (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, Administrative Agent, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of Borrower or any other Loan Party, that at least one of the following is and will be true:
(i)such Bank is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA, for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with the Loan or the Commitments,
(ii)the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable so as to exempt from the prohibitions of ERISA Section 406 and Code Section 4975 such Bank’s entrance into, participation in, administration of and performance of the Loan, the Commitment and this Agreement,
(iii)(A) such Bank is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Bank to enter into, participate in, administer and perform the Loan, the Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loan, the Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Bank, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Bank’s
108


entrance into, participation in, administration of and performance of the Loan, the Commitment and this Agreement, or
(iv)such other representation, warranty and covenant as may be agreed in writing between Administrative Agent, in its sole discretion, and such Bank.
(b)In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Bank or (2) such Bank has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Bank further (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) acknowledges, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, Administrative Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of Borrower or any other Loan Party that none of Administrative Agent or Arrangers nor any of their respective Affiliates (A) is or will be a fiduciary with respect to the assets of such Bank involved in the Loan, the Commitment and this Agreement (including in connection with the reservation or exercise of any rights by Administrative Agent or Arrangers under this Agreement, any Loan Document or any documents related to hereto or thereto), or (B) is undertaking to provide investment advice to such Bank in connection with the transactions contemplated hereby.
11.32Amended and Restated Term Loan Agreement.
This Agreement shall amend and restate the Existing Loan Agreement in its entirety. Without limiting the generality of the foregoing, (i) the Existing Loan Agreement is merged and incorporated into this Agreement and (ii) this Agreement shall supersede and control any inconsistent provision in the Existing Loan Agreement. This Agreement shall not, however, constitute a novation of the Loan Parties’ indebtedness, duties and obligations under or with respect to the Existing Loan Documents.
11.33Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Contracts or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and, each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):
(a)In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that
109


may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Bank shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
(b)As used in this Section 11.33, the following terms have the following meanings:
BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
Covered Entity” means any of the following:
(i)a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii)a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
[Remainder of Page Intentionally Left Blank]
110


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
KB HOME,
a Delaware corporation
By:/s/ Robert R. Dillard__________________
Name: Robert R. Dillard
Title: Executive Vice President and Chief Financial Officer

[WFB/KB HOME: TERM FACILITY – AMENDED AND RESTATED TERM LOAN AGREEMENT]



WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Bank
By:/s/ Bret Sumner______________________
Name: Bret Sumner
Title: Executive Director

[WFB/KB HOME: TERM FACILITY – AMENDED AND RESTATED TERM LOAN AGREEMENT]



BANK OF AMERICA, N.A.,
as a Bank
By:/s/ Thomas W. Nowak_________________
Name: Thomas W. Nowak
Title: Senior Vice President

[WFB/KB HOME: TERM FACILITY – AMENDED AND RESTATED TERM LOAN AGREEMENT]



BMO BANK, N.A.,
as a Bank
By: /s/ Lisa Smith Boyer_________________
Name: Lisa Smith Boyer
Title: Director

[WFB/KB HOME: TERM FACILITY – AMENDED AND RESTATED TERM LOAN AGREEMENT]



CITIZENS BANK, N.A.,
as a Bank
By:/s/ Doug Kennedy_________________
Name: Doug Kennedy
Title: Sr Vice President

[WFB/KB HOME: TERM FACILITY – AMENDED AND RESTATED TERM LOAN AGREEMENT]



FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Bank
By:/s/ Beverly J. Hicks_________________
Name: Beverly J. Hicks
Title: Senior Vice President

[WFB/KB HOME: TERM FACILITY – AMENDED AND RESTATED TERM LOAN AGREEMENT]



JPMORGAN CHASE BANK, N.A.,
as a Bank
By:/s/ Antonios Vavdinos_________________
Name: Antonios Vavdinos
Title: Authorized Signer

[WFB/KB HOME: TERM FACILITY – AMENDED AND RESTATED TERM LOAN AGREEMENT]



U.S. BANK NATIONAL ASSOCIATION,
as a Bank
By:/s/ David Prowse_________________
Name: David Prowse
Title: Senior Vice President

[WFB/KB HOME: TERM FACILITY – AMENDED AND RESTATED TERM LOAN AGREEMENT]



THIRD COAST BANK,
a Texas state bank,
as a Bank
By:/s/ Tiffany Barfield_________________
Name: Tiffany Barfield
Title: Bank Officer

[WFB/KB HOME: TERM FACILITY – AMENDED AND RESTATED TERM LOAN AGREEMENT]



PNC BANK, NATIONAL ASSOCIATION,
as a Bank
By: /s/ Jared Hogan_________________
Name: Jared Hogan
Title: Officer

[WFB/KB HOME: TERM FACILITY – AMENDED AND RESTATED TERM LOAN AGREEMENT]



ZIONS BANCORPORATION, N.A. DBA CALIFORNIA BANK & TRUST,
as a Bank
By:/s/ Matthew Kunkle_________________
Name: Matthew Kunkle
Title: Vice President

[WFB/KB HOME: TERM FACILITY – AMENDED AND RESTATED TERM LOAN AGREEMENT]



FLAGSTAR BANK, FSB,
as a Bank
By: /s/ Nathan Boyle_________________
Name: Nathan Boyle
Title: Vice President

[WFB/KB HOME: TERM FACILITY – AMENDED AND RESTATED TERM LOAN AGREEMENT]



TEXAS CAPITAL BANK,
a Texas state bank,
as a Bank
By:/s/ Cole Bitting_________________
Name: Cole Bitting
Title: VP

[WFB/KB HOME: TERM FACILITY – AMENDED AND RESTATED TERM LOAN AGREEMENT]



CIBC BANK USA,
as a Bank
By:/s/ Gavin Henderson_________________
Name: Gavin Henderson
Title: Managing Director
[WFB/KB HOME: TERM FACILITY – AMENDED AND RESTATED TERM LOAN AGREEMENT]


EXHIBIT A
FORM OF ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between ________________ (the “Assignor”) and ______________ (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement identified below (the “Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations as a Bank under the Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Bank) against any Person, whether known or unknown, arising under or in connection with the Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.
1.    Assignor: _______________________________
2.    Assignee: _______________________________ [and is an Affiliate or Approved Fund of [identify Bank]1]
3.    Borrower(s): KB HOME, a Delaware corporation
4.    Administrative Agent: Wells Fargo Bank, National Association, as Administrative Agent under the Agreement
5.    Agreement: Amended and Restated Term Loan Agreement, dated as of November 12, 2025, among KB HOME, the Banks parties thereto, and Wells Fargo Bank, National
1 Select as applicable



Association, as Administrative Agent, as amended, restated, extended, supplemented or otherwise modified from time to time.
6.    Assigned Interest:
Aggregate Amount of
[Commitment][Loan]
for all Banks*
Amount of [Commitment][Loan] Assigned*
Pro Rata Share Assigned of Aggregate
[Commitment][Loan]
2
$_____________________
$_____________________
$_____________________
$_____________________
$_____________________
$_____________________
$_____________________
$_____________________
$_____________________
[7.    Trade Date: _____________________, _____]3
Effective Date: _____________________, _____
The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]
By: ___________________________________
Name:
Title:


ASSIGNEE

[NAME OF ASSIGNEE]
By: ___________________________________
Name:
Title:
* Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
2 Set forth, to at least 9 decimals, as a percentage of the Commitment or Loan, as applicable, of all Banks thereunder.
3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.



[Consented to and]4 Accepted:

Wells Fargo Bank, National Association,
as Administrative Agent
By: ___________________________________
Name:
Title:

[Consented to:]5

KB HOME,
as Borrower
By: ___________________________________
Name:
Title:

4 To be added only if the consent of Administrative Agent is required by the terms of the Agreement.
5 To be added only if the consent of Borrower is required by the terms of the Agreement.




ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
1.    Representations and Warranties.
1.1    Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
1.2    Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Bank under the Agreement, (ii) it meets all requirements of an Eligible Assignee under the Agreement (subject to receipt of such consents as may be required under the Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Agreement as a Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Bank thereunder, (iv) it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on Administrative Agent or any other Bank, and (v) attached hereto is any documentation required to be delivered by it pursuant to the terms of the Agreement, including Section 3.10(e) thereof, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative Agent, the Assignor or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Bank.
2.    Payments. From and after the Effective Date, Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the



Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.
3.    General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.





EXHIBIT B
Borrowing Base Certificate Date: _______
FORM OF BORROWING BASE CERTIFICATE
The undersigned Senior Officer, being the duly elected _________________ of KB HOME, a Delaware corporation (the “Borrower”), hereby certifies that the following is a true and correct calculation of the Borrowing Base as of _______________, ______ (the “Statement Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Amended and Restated Term Loan Agreement, dated as of November 12, 2025, as amended, restated, extended, supplemented or otherwise modified from time to time (the “Agreement”), by and among Borrower, the Banks from time to time party thereto (the “Banks”), and Wells Fargo Bank, National Association, as Administrative Agent.
I.    Borrowing Base Calculation.
A.    Borrowing Base. The following Escrow Receivables, Homes Under Construction, Land Under Development, Land Held for Future Development, Land Held for Sale and Unrestricted Cash of Borrower or any Borrowing Base Subsidiary qualify for inclusion in the Borrowing Base (all figures are as of Statement Date):
1.
100% of the aggregate GAAP Value of Escrow Receivables
$_______
2.
90% of the aggregate GAAP Value of Homes Under
Construction
$_______
3.
65% of the aggregate GAAP Value of Land Under Development
$_______
4.
50% of the aggregate GAAP Value of Land Held for Future Development and Land Held for Sale6
$_______
5.
At Borrower’s election, 100% of Unrestricted Cash in excess of $15,000,000
$_______
6.
Total Borrowing Base (Lines I.A.1+2+3+4+5)
$_______
B.    Borrowing Base Indebtedness. The following figures are as of the Statement Date:
1.Loan
$_______
2.Revolving Loans
6    Line I.A.4 shall not exceed 40% of the amount in Line I.A.6. The value of any unentitled land or land under option shall not be included in the Borrowing Base.



3.
Letter of Credit Usage with respect to Financial Letters of Credit that are not Cash Collateralized or Letter of Credit Collateralized (computed as if all Financial Letters of Credit were Letters of Credit issued under the Revolving Credit Agreement)
$_______
4.
Other Borrowing Base Indebtedness7
$_______
5.
Total Borrowing Base Indebtedness (Lines I.B.1+2+3+4)
$_______
C.    Borrowing Base Surplus/(Deficit) at the Statement Date.
(Line I.A.6 minus Line I.B.5)
$_______
IN WITNESS WHEREOF, the undersigned has executed this Borrowing Base Certificate as of ____________, ______.
KB HOME,
a Delaware corporation
By: ___________________________________
Name:
Title:

7    Line I.B.4 shall not include Subordinated Obligations or Non-Recourse Indebtedness.




EXHIBIT C
FORM OF COMPLIANCE CERTIFICATE
Financial Statement Date: _________,
To:    Wells Fargo Bank, National Association, as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Amended and Restated Term Loan Agreement, dated as of November 12, 2025 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”), among KB HOME, a Delaware corporation (the “Borrower”), the Banks from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used but not defined herein have the meanings given to them in the Agreement.
The undersigned Senior Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to Administrative Agent on the behalf of Borrower, and that:
[Use following paragraph 1 for fiscal year-end financial statements]
1.    Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 7.1(b) of the Agreement for the Fiscal Year of Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.
[Use following paragraph 1 for fiscal quarter-end financial statements]
1.    Attached hereto as Schedule 1 are the unaudited financial statements required by Section 7.1(a) of the Agreement for the Fiscal Quarter of Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of Borrower and its GAAP Subsidiaries in accordance with Generally Accepted Accounting Principles as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.
2.    Attached hereto as Schedule 2 is a sales report by geographical region which is true and correct in all material respects and which sets forth the number of homes or other Units sold and delivered during the Fiscal Quarter of Borrower ended as of the above date and the backlog at the end of such period.
3.    Attached hereto as Schedule 3 is an inventory report which is true and correct in all material respects and which summarizes Borrower’s inventory by type and geographical region as of the Fiscal Quarter of Borrower ended as of the above date.



[select one.]
4.    [To the best knowledge of the undersigned as of the date hereof, there is no Default or Event of Default.]
[or]
[The following is a list of each Default or Event of Default as of the date hereof and the nature and status of each such Default or Event of Default:]
5.    To the best knowledge of the undersigned,
[select one:]
[no event or circumstance constituting a Material Adverse Effect (other than a Material Adverse Effect which is not particular to Borrower and which is generally known) has occurred since the date of the most recent Compliance Certificate delivered under Section 7.2 of the Agreement.]
[or]
[the following is a list of each Material Adverse Effect (describing in reasonable detail the nature and status thereof) which has occurred since the date of the most recent Compliance Certificate delivered under Section 7.2 of the Agreement.]
6.    The financial covenant analyses and information set forth on Schedule 4 attached hereto are true and accurate on and as of the date of this Compliance Certificate.
[Use the following paragraph 7 if there has been any change to the listing of Subsidiaries]
7.    [Attached hereto as Schedule 5 is a report of each change, as of the last day of such Fiscal Quarter, in the listing of Subsidiaries set forth in Schedule 4.4 of the Agreement (as the same may have been revised by previous Compliance Certificates), including changes in Guarantor Subsidiaries].
IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of ____________________.
KB HOME,
a Delaware corporation

By:
___________________________________
Name:
Title



For the Fiscal Quarter/Year ended ___________________(“Statement Date”)
SCHEDULE 1
to the Compliance Certificate

Financial Statements



For the Fiscal Quarter/Year ended ___________________(“Statement Date”)
SCHEDULE 2
to the Compliance Certificate

Sales Report
KB HOME TO INSERT REPORT



For the Fiscal Quarter/Year ended ___________________(“Statement Date”)
SCHEDULE 3
to the Compliance Certificate

Inventory Report
KB HOME TO INSERT REPORT



For the Fiscal Quarter/Year ended ___________________(“Statement Date”)
SCHEDULE 4
to the Compliance Certificate

Financial Covenant Analyses and Information
KB HOME TO PREPARE SPREADSHEET WITH LINE ITEM CALCULATIONS OF THE FOLLOWING
I.
Section 6.9 - Consolidated Tangible Net Worth.
II.
Section 6.10 - Consolidated Leverage Ratio.
III.
Section 6.11 - Consolidated Interest Coverage Ratio or Minimum Liquidity.
IV.
Section 6.16 - Investment in Subsidiaries and Joint Ventures.



For the Fiscal Quarter/Year ended ___________________(“Statement Date”)
SCHEDULE 5
to the Compliance Certificate

List of Subsidiaries



EXHIBIT D
FORM OF LOAN NOTICE
Date: ________, ______
To:    Wells Fargo Bank, National Association, as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Amended and Restated Term Loan Agreement, dated as of November 12, 2025 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”), among KB HOME, a Delaware corporation (the “Borrower”), the Banks from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used but not defined herein have the meanings given to them in the Agreement.
The undersigned hereby requests (select one):
The Loan
A conversion or continuation of the Loan
1.
On _______________________________________ (a Business Day).
2.
In the amount of $___________________________.
3.
Comprised of ________________________________
[Type of Loan requested]8
4.
For a Term SOFR Rate Loan: with an Interest Period of [__] month[s].
[The Loan requested herein complies with the proviso to the first sentence of Section 2.1(a) of the Agreement, and Borrower will be in compliance with the provisions of Section 6.17 of the Agreement after the making of the Loan requested herein.
In connection with the requested Loan, the undersigned certifies that the conditions precedent to the making of such Loan, as set forth in Section 8.2 of the Agreement, have been satisfied.
Funds should be paid to the following account:
Account Name:    
Bank Name:        
Bank Location:    
ABA No.:        
8 Specify Base Rate Loan, Term SOFR Rate Loan, or Daily Simple SOFR Rate Loan.




Swift Code:        
Account Number:    ]
9
KB HOME, a Delaware corporation
By:     
Name:
Title:

9 Note to Draft: Bracketed language only applicable for initial funding.




EXHIBIT E
FORM OF [AMENDED AND RESTATED] NOTE
$___________________
____________ ___, _____
New York, New York
FOR VALUE RECEIVED, the undersigned promises to pay to _______________________ (the “Lender”) the principal amount of ____________________ DOLLARS ($____________), or such lesser aggregate amount of the Advances as may be made by the Lender under the Loan Agreement hereinafter described, payable as hereinafter set forth. The undersigned promises to pay interest on the principal amount of each Advance made by the Lender and remaining unpaid from time to time from the date of such Advance until the date of payment in full, payable as hereinafter set forth.
Reference is made to the Amended and Restated Term Loan Agreement, dated as of November 12, 2025, among the undersigned, as Borrower, the Banks that are parties thereto, and Wells Fargo Bank, National Association, as Administrative Agent (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”). Terms defined in the Loan Agreement and not otherwise defined herein are used herein with the meanings defined for those terms in the Loan Agreement. This is one of the Notes referred to in the Loan Agreement, and the Lender, and any successor or assign thereof as permitted under Section 11.8 of the Loan Agreement, is entitled to all of the rights, remedies, benefits and privileges provided for in the Loan Agreement as originally executed or as it may from time to time be supplemented, modified, amended, renewed, extended or supplanted. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events upon the terms and conditions therein specified.
The principal indebtedness evidenced by this [Amended and Restated] Note (this “Note”) shall be payable as provided in the Loan Agreement and in any event on the Maturity Date.
Interest shall be payable on the outstanding daily unpaid principal amount of each Advance hereunder from the date thereof until payment in full and shall accrue and be payable at the rates and on the dates set forth in the Loan Agreement to the fullest extent permitted by applicable Law, before and after default, before and after maturity, before and after any judgment, and before and after the commencement of any proceeding under any Debtor Relief Law, with interest on overdue interest to bear interest at the rate set forth in Section 3.7 of the Loan Agreement.
The amount of each payment hereunder shall be made to Administrative Agent at Administrative Agent’s Office, for the account of the Lender, in lawful money of the United States of America, without deduction, offset or counterclaim and in immediately available funds on the day of payment (which must be a Business Day). All payments of principal received after 1:00 p.m., New York time, on any Business Day, shall be deemed received on the next



succeeding Business Day for purposes of calculating interest thereon. The Lender shall use its best efforts to keep a record of the Advances made by it (which record may be in electronic or other intangible form) and payments of principal with respect to this Note, and such record shall be presumptive evidence of the principal amount owing under this Note; provided that failure to keep such record shall in no way affect the Obligations of Borrower.
The undersigned hereby waives presentment, demand for payment, dishonor, notice of dishonor, protest, notice of protest and any other notice or formality, to the fullest extent permitted by applicable Laws.
[This Note is given in replacement of that certain Note dated _____ __, 20__, in the original principal amount of $_______ from Borrower in favor of Lender (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Prior Note”). The Prior Note is hereby amended and restated in its entirety by this Note, so that together they evidence a single indebtedness in the principal amount of this Note. The terms, covenants and conditions of this Note supersede all provisions of the Prior Note but this Note does not extinguish or constitute a novation with respect to the indebtedness evidenced thereby, and Borrower hereby represents and warrants to the Lender that there exists no right of offset, defense, counterclaim, claim or objection in favor of Borrower with respect to Borrower’s obligations under the Prior Note.]10

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). This Note shall be subject to the provisions of Sections 11.18 and 11.22 of the Loan Agreement as if such sections were set forth herein, mutatis mutandis, and the provisions of such sections are incorporated by reference herein.
KB HOME,
a Delaware corporation
By:     
Name:
Title:
10 Language to be included in case of an assignment or amendment to the Loan Agreement and need to issue a replacement note to an existing Lender, either because such Lender’s Commitment has increased or decreased from what it was initially.





ADVANCES AND PAYMENTS OF PRINCIPAL
(Base Rate Loan)
Date
Amount of Loan or of Redesignation From Another Type of Loan
Amount of Principal Paid or Redesignation Into Another Type of Loan
Unpaid Principal BalanceNotation
Made by





ADVANCES AND PAYMENTS OF PRINCIPAL
(Term SOFR Rate Loan)
Date
Amount of Loan or of Redesignation From Another Type of Loan
Amount of Principal Paid or Redesignation Into Another Type of Loan
Unpaid Principal BalanceNotation
Made by





ADVANCES AND PAYMENTS OF PRINCIPAL
(Daily Simple SOFR Rate Loan)
Date
Amount of Loan or of Redesignation From Another Type of Loan
Amount of Principal Paid or Redesignation Into Another Type of Loan
Unpaid Principal BalanceNotation
Made by





EXHIBIT F
[Intentionally Omitted]





EXHIBIT G
AMENDED AND RESTATED SUBSIDIARY GUARANTY
THIS AMENDED AND RESTATED SUBSIDIARY GUARANTY (“Guaranty”) dated as of November 12, 2025, is made by each of the undersigned guarantors and, effective as of the date set forth in the applicable Instrument of Joinder (as defined below), each other Person who has become a guarantor pursuant to Section 19 hereof (each a “Guarantor” and, collectively, the “Guarantors”) in favor of Wells Fargo Bank, National Association, as Administrative Agent (“Administrative Agent”), under the Loan Agreement referred to below, and the Banks that are party to the Loan Agreement from time to time (each a “Bank” and collectively the “Banks”) (Administrative Agent and the Banks are referred to herein collectively as the “Lender Parties” and each individually as a “Lender Party”), with reference to the following facts:
RECITALS
A.    KB HOME, a Delaware corporation (“Borrower”) has entered into that certain Amended and Restated Term Loan Agreement dated as of the date hereof (as may be amended, restated, amended and restated, extended, supplemented or modified from time to time, the “Loan Agreement”), with the Lender Parties. Terms defined in the Loan Agreement and not otherwise defined in this Guaranty shall have the meanings given to those terms in the Loan Agreement and such definitions are incorporated by reference herein in full.
B.    The Banks will make certain credit facilities available to Borrower pursuant to the Loan Agreement, but as a condition to the availability of such credit facilities, certain Guarantors are required to enter into this Guaranty to guarantee the Guaranteed Obligations (as hereinafter defined), subject to the limitations set forth herein.
C.    Each Guarantor expects to realize direct and indirect benefits from the availability of the aforementioned credit facilities to Borrower pursuant to the Loan Agreement, as the result of financial or business support which may be provided to such Guarantor by Borrower.
AGREEMENT
NOW, THEREFORE, in order to induce the Banks to extend the aforementioned credit facilities pursuant to the Loan Agreement, and for other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged, each Guarantor hereby agrees to guarantee the Guaranteed Obligations on the terms set forth herein, and hereby represents, warrants, covenants, agrees and guarantees, on a joint and several basis, as follows:
1.    Guaranty. Each Guarantor hereby absolutely and unconditionally guarantees, as a guarantee of payment and not merely as a guarantee of collection, prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of Borrower



to the Lender Parties arising at any time under the Loan Agreement and the Loan Documents (collectively, the “Guaranteed Obligations”). The Lender Parties’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantors and conclusive for the purpose of establishing the amount of the Guaranteed Obligations, absent manifest error. This Guaranty shall not be affected by the validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or any question as to the authenticity of such instrument or agreement, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, other than payment in full by Borrower or any other Person. The obligations of each Guarantor hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any applicable state law.
2.    No Setoff or Deductions; Taxes. Each Guarantor represents and warrants that it is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended. All payments by each Guarantor hereunder shall be paid in full, without setoff or counterclaim or any deduction or withholding whatsoever, including, without limitation, for any and all present and future taxes, except as required by applicable law. If any Guarantor must make a payment under this Guaranty, such Guarantor represents and warrants that it will make the payment from one of its U.S. resident offices to the Lender Parties so that no withholding tax is imposed on the payment to the extent permitted by applicable law. If notwithstanding the foregoing, a Guarantor makes a payment under this Guaranty to which withholding tax or other tax applies, the Guarantor’s payment shall be increased, or the Lender Parties shall be indemnified, as applicable, as and to the extent provided in Section 3.10 of the Loan Agreement.
3.    No Termination. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until (a) all of the Guaranteed Obligations are paid in full and any commitments of the Banks or facilities provided by the Banks with respect to the Guaranteed Obligations are terminated, at which time this Guaranty and the obligations of the Guarantors hereunder shall terminate (except as expressly provided in Sections 8 and 12 hereof), or (b) with respect to any Guarantor, such Guarantor is released pursuant to Section 10.11 of the Loan Agreement. At Administrative Agent’s option, all payments under this Guaranty shall be made to an office of Administrative Agent located in the United States and in U.S. Dollars.
4.    Waiver of Notices. Each Guarantor waives notice of the acceptance of this Guaranty and of the extension or continuation of the Guaranteed Obligations or any part thereof. Each Guarantor further waives presentment, protest, notice, dishonor or default, demand for payment and any other notices to which such Guarantor might otherwise be entitled.



5.    Subrogation. The Guarantors shall exercise no right of subrogation, contribution or similar rights against Borrower or any other Guarantor with respect to any payments on the Guaranteed Obligations made to the Lender Parties under this Guaranty until all of the Guaranteed Obligations are paid in full and any commitments of the Banks or facilities provided by the Banks with respect to the Guaranteed Obligations are terminated. If any amounts are paid to a Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Lender Parties and shall forthwith be paid to the Lender Parties to reduce the amount of the Guaranteed Obligations, whether matured or unmatured.
6.    Waiver of Suretyship Defenses. Each Guarantor agrees that the Lender Parties may, at any time and from time to time, and without notice to such Guarantor, make any agreement with Borrower or with any other Person liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge or release of the Guaranteed Obligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Obligations or the provision of collateral, all without in any way impairing, releasing, discharging or otherwise affecting the obligations of such Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of Borrower or any other Guarantor, or the cessation from any cause whatsoever of the liability of Borrower (other than payment in full of the Guaranteed Obligations), or any claim that such Guarantor’s obligations exceed or are more burdensome than those of Borrower and waives the benefit of any statute of limitations affecting the liability of such Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which any Lender Party now has or may hereafter have against Borrower and waives any benefit of and any right to participate in any security now or hereafter held by any Lender Party until all of the Guaranteed Obligations are paid in full and any commitments of the Banks and facilities provided by the Banks with respect to the Guaranteed Obligations are terminated. Further, each Guarantor consents to the Lender Parties’ taking of, or failure to take, any action which might in any manner or to any extent vary the risks of the Guarantors under this Guaranty or which, but for this provision, might operate as a discharge of any Guarantor. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of Sections 2787 to 2855 inclusive, of the California Civil Code and any similar rights and defenses provided by the laws of any other jurisdiction.
7.    Exhaustion of Other Remedies Not Required. The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Guaranteed Obligations. Each Guarantor waives diligence by the Lender Parties and action on delinquency in respect of the Guaranteed Obligations or any part thereof, including, without limitation any provisions of law requiring the Lender Parties to exhaust any right or remedy or to take any action against Borrower, any other guarantor or any other person, entity or property before enforcing this Guaranty against such Guarantor.
8.    Reinstatement. Notwithstanding anything in this Guaranty to the contrary, this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any portion of the Guaranteed Obligations is revoked, terminated, rescinded or



reduced or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of Borrower or any other Person or otherwise, as if such payment had not been made and whether or not the Lender Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction.
9.    Subordination. While an Event of Default has occurred and is continuing, each Guarantor hereby subordinates the payment of all obligations and indebtedness of Borrower owing to such Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of Borrower to the Guarantor as subrogee of the Lender Parties or resulting from such Guarantor’s performance under this Guaranty, until such time as all Guaranteed Obligations have been paid in full. If the Lender Parties so request, any such obligation or indebtedness of Borrower to the Guarantor shall be enforced and performance received by the Guarantors as trustee for the Lender Parties and the proceeds thereof shall be paid over to the Lender Parties on account of the Guaranteed Obligations, but otherwise without reducing or affecting in any manner the liability of the Guarantors under this Guaranty.
10.    Information. While an Event of Default has occurred and is continuing, each Guarantor shall furnish promptly to the Lender Parties any and all financial or other information regarding such Guarantor or its property as the Lender Parties may reasonably request in writing.
11.    Stay of Acceleration. In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed, upon the insolvency, bankruptcy or reorganization of Borrower or any other Person, or otherwise, all such amounts shall nonetheless be payable by the Guarantors immediately upon demand by the Lender Parties.
12.    Expenses. The Guarantors shall pay, within 30 days after demand, all the reasonable actual out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses and costs disbursements of any law firm or other external counsel) of the Lender Parties in connection with the enforcement of this Guaranty following the occurrence of a Default or an Event of Default, including in connection with any refinancing, restructuring, reorganization (including a bankruptcy reorganization, if such payment is approved by the bankruptcy court or any similar proceeding), subject to the limitations set forth in Section 11.3 of the Loan Agreement (which limitations shall be applied as if such expenses were payable by Borrower thereunder). The obligations of the Guarantors (excluding Guarantors that have been released pursuant to Section 10.11 of the Loan Agreement) under the preceding sentence shall survive termination of this Guaranty.
13.    Amendments. No provision of this Guaranty may be waived, amended, supplemented or modified, except by a written instrument executed by Administrative Agent, the Required Banks under Section 11.2 of the Loan Agreement and the Guarantors.
14.    No Waiver; Enforceability. No failure by the Lender Parties to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law or in equity. The



unenforceability or invalidity of any provision of this Guaranty shall not affect the enforceability or validity of any other provision herein. Subject to the terms hereof and of the Loan Agreement, any right, remedy, power or privilege of the Lender Parties hereunder may be exercised by Administrative Agent or the Required Banks.
15.    Assignment; Governing Laws; Jurisdiction. This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Lender Parties (and any attempted assignment without such consent shall be void), (b) inure to the benefit of the Lender Parties and their respective successors and assigns and the Lender Parties may, subject to the terms of the Loan Agreement but without notice to the Guarantors and without affecting the Guarantors’ obligations hereunder, assign or sell participations in the Guaranteed Obligations and this Guaranty, in whole or in part, and (c) be governed by the internal laws of the State of New York. Each Guarantor hereby irrevocably (i) submits to the exclusive jurisdiction of any State court sitting in New York County and the United States District Court of the Southern District of New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith. Service of process by the Lender Parties in connection with such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered or certified mail at the address for notices to be delivered to Borrower pursuant to Section 11.6 of the Loan Agreement. Each Guarantor agrees that the Lender Parties may, subject to Section 11.12 of the Loan Agreement, disclose to any prospective purchaser and any purchaser of all or part of the Guaranteed Obligations any and all information in the Lender Parties’ possession concerning the Guarantors.
16.    Condition of Borrower. Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from Borrower such information concerning the financial condition, business and operations of Borrower as such Guarantor requires, and that the Lender Parties have no duty, and such Guarantor is not relying on the Lender Parties at any time, to disclose to such Guarantor any information relating to the business, operations or financial condition of Borrower.
17.    Setoff. After demand upon the Guarantors for payment under this Guaranty, each Guarantor hereby specifically authorizes each Bank (subject to the approval of the Required Banks) in which such Guarantor maintains a deposit account (whether a general or special deposit account, other than trust accounts) or a certificate of deposit to setoff any Guaranteed Obligations owed to the Banks against such deposit account or certificate of deposit without prior notice to any Guarantor (which notice is hereby waived) whether or not such deposit account or certificate of deposit has then matured. Nothing in this shall limit or restrict the exercise by a Bank of any right to setoff or banker’s lien under applicable Law, subject to the approval of the Required Banks.
18.    Other Guarantees. Unless otherwise agreed by the Lender Parties and the Guarantors in writing, this Guaranty is not intended to supersede or otherwise affect any other



guaranty now or hereafter given by the Guarantors for the benefit of the Lender Parties or any term or provision thereof.
19.    Additional Guarantors. Any other Person may become a Guarantor hereunder and become bound by the terms and conditions of this Guaranty, in each case effective as of the date set forth in the applicable Instrument of Joinder, by executing and delivering to Administrative Agent an Instrument of Joinder substantially in the form attached hereto as Exhibit A (an “Instrument of Joinder”).
20.    Representations and Warranties. Each Guarantor represents and warrants that (i) it is duly organized and in good standing under the laws of the jurisdiction of its organization and has the requisite corporate, limited liability company or limited partnership, as applicable, power to make and perform this Guaranty, and all necessary corporate, limited liability company or limited partnership, as applicable, authority for the making and performance of this Guaranty by such Guarantor has been obtained; (ii) this Guaranty constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement may be limited by Debtor Relief Laws or by equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion; (iii) the making and performance of this Guaranty does not and will not violate the provisions of any applicable material law, regulation or order, does not and will not require any consent under, any material agreement, instrument, or document to which it is a party or by which it or any of its property may be bound or affected and does not and will not (when aggregated with any defaults and breaches of Borrower and other Guarantors) result in the breach of or constitute a default under, any material agreement, instrument, or document to which it is a party or by which it or any of its property may be bound or affected with respect to any obligation or obligations aggregating $50,000,000 or more; (iv) all material consents, approvals, licenses and authorizations of, and filings and registrations with, any governmental authority required under applicable law and regulations for the making and performance of this Guaranty have been obtained or made and are in full force and effect; and (v) by virtue of its relationship with Borrower, the execution, delivery and performance of this Guaranty is for the direct benefit of such Guarantor and it has received adequate consideration for this Guaranty.
21.    WAIVER OF JURY TRIAL; FINAL AGREEMENT. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
22.    Electronic Execution. The words “delivery,” “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Guaranty and the transactions contemplated hereby shall be deemed to include



electronic signatures, the electronic matching of assignment terms and contract formations on the Platform, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar federal, state, provincial or territorial laws based on the Uniform Electronic Transactions Act.
23.    Acknowledgement Regarding Any Supported QFCs. Section 11.33 of the Loan Agreement is incorporated herein by reference as if fully set forth herein and each Guarantor acknowledges and agrees to be bound by the terms of said section for any QFC Credit Support and/or Supported QFC, as such terms may be defined in the Loan Agreement.
24.    No Novation. The Subsidiary Guaranty dated as of August 25, 2022 by each Subsidiary Guarantor party thereto in favor of Administrative Agent (as amended, the “Original Guaranty”) is hereby amended and restated in its entirety by this Guaranty. The terms, covenants and conditions of this Guaranty supersede all provisions of the Original Guaranty, but this Guaranty does not extinguish or constitute a novation with respect to the obligations owing by each Subsidiary Guarantor under or in connection with the Original Guaranty.
[Signature Pages Follow]



Executed as of the date first written above.
GUARANTORS:

KB HOME COASTAL INC.,
a California corporation
By:     
Name:
Title:
KB HOME GREATER LOS ANGELES INC.,
a California corporation
By:     
Name:
Title:
KB HOME SACRAMENTO INC.,
a California corporation
By:     
Name:
Title:
KB HOME SOUTH BAY INC.,
a California corporation
By:     
Name:
Title:
[Signature page to Amended and Restated Subsidiary Guaranty]


KB HOME LAS VEGAS INC.,
a Nevada corporation
By:     
Name:
Title:
KB HOME LONE STAR INC.,
a Texas corporation
By:     
Name:
Title:
KBSA, INC.,
a Texas corporation
By:     
Name:
Title:
KB HOME PHOENIX INC.,
an Arizona corporation
By:     
Name:
Title:




[Signature page to Amended and Restated Subsidiary Guaranty]



KB HOME FLORIDA INC.,
a Delaware corporation
By:     
Name:
Title:
KB HOME FORT MYERS LLC,
a Delaware limited liability company
By:     KB HOME FLORIDA INC., a
Delaware corporation,
its sole member
By:     
Name:
Title:
KB HOME JACKSONVILLE LLC,
a Delaware limited liability company
By:    KB HOME FLORIDA INC., a
Delaware corporation,
its sole member
By:     
Name:
Title:

[Signature page to Amended and Restated Subsidiary Guaranty]


KB HOME TREASURE COAST LLC,
a Delaware limited liability company
By:    KB HOME FLORIDA INC., a
Delaware corporation,
its sole member
By:     
Name:
Title:
KB HOME ORLANDO LLC,
a Delaware limited liability company
By:    KB HOME FLORIDA INC., a
Delaware corporation,
its sole member
By:     
Name:
Title:
KBHPNW LLC,
a Delaware limited liability company
By:    KB HOME COLORADO INC., a
Colorado Corporation,
its sole member
By:     
Name:
Title:

[Signature page to Amended and Restated Subsidiary Guaranty]


KB HOME COLORADO INC.,
a Colorado corporation
By:     
Name:
Title:
KB HOME TUCSON INC.,
an Arizona corporation
By:     
Name:
Title:
[Signature page to Amended and Restated Subsidiary Guaranty]



Acknowledged and Agreed to as of the date hereof:
Wells Fargo Bank, National Association,
as Administrative Agent
By:     
Name:
Title:

[Signature page to Amended and Restated Subsidiary Guaranty]


EXHIBIT A
INSTRUMENT OF JOINDER
THIS INSTRUMENT OF JOINDER (“Joinder”) is executed as of                     , by                                                                                                                                             , a                      (“Joining Party”), and delivered to Administrative Agent pursuant to the terms of that certain Amended and Restated Subsidiary Guaranty dated as of November 12, 2025 (the “Guaranty”). Terms used but not defined in this Joinder shall have the meanings defined for or ascribed to those terms in the Guaranty.
RECITALS
A.    The Guaranty was made by the Guarantors in favor of the Banks that are parties to that certain Amended and Restated Term Loan Agreement, dated as of November 12, 2025 (as amended, restated, amended and restated, extended, renewed, supplemented, or otherwise modified from time to time, the “Loan Agreement”), by and among KB HOME, a Delaware corporation, as Borrower, the Banks party thereto from time to time, and Wells Fargo Bank, National Association, as Administrative Agent.
B.    Joining Party is becoming a Guarantor pursuant to Section 5.9 of the Loan Agreement.
C.    Joining Party expects to realize direct and indirect benefits from the availability to Borrower of credit facilities pursuant to the Loan Agreement, as the result of financial or business support which may be provided to such Joining Party by Borrower.
NOW THEREFORE, Joining Party agrees as follows:
AGREEMENT
1.    By this Joinder, Joining Party becomes a “Guarantor” under and pursuant to Section 19 of the Guaranty. Joining Party agrees that, upon its execution hereof, it will become a Guarantor under the Guaranty with respect to all Indebtedness of Borrower heretofore or hereafter incurred under the Loan Agreement, and will be bound by all terms, conditions, and duties applicable to a Guarantor under the Guaranty.
2.    Any provision in this Joinder that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affect the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Joinder are declared to be severable.
3.    The effective date of this Joinder is                     .



“Joining Party”

    

a,     
By:     
Name:
Title:






SCHEDULE 1.1
PRO RATA SHARES
BankPro Rata Share
Pro Rata Share of Commitment / Loans
Wells Fargo Bank, National Association
11.166666666667%USD $40,200,000.00
Bank of America, N.A.11.166666666667%USD $40,200,000.00
BMO Bank, N.A.9.166666666667%USD $33,000,000.00
Citizens Bank, N.A.9.166666666667%USD $33,000,000.00
Fifth Third Bank, National Association9.166666666667%USD $33,000,000.00
JPMorgan Chase Bank, N.A.9.166666666667%USD $33,000,000.00
US Bank National Association9.166666666667%USD $33,000,000.00
Third Coast Bank, a Texas state bank8.333333333333%USD $30,000,000.00
PNC Bank, National Association6.944444444444%USD $25,000,000.00
Zions Bancorporation, N.A. dba California Bank & Trust4.805555555556%USD $17,300,000.00
Flagstar Bank, FSB4.805555555556%USD $17,300,000.00
Texas Capital Bank, a Texas state bank4.166666666667%USD $15,000,000.00
CIBC Bank USA2.777777777778%USD $10,000,000.00
TOTAL100.000000000000%
USD $360,000,000.00





SCHEDULE 4.4
KB HOME AND
CONSOLIDATED SUBSIDIARIES
Key to “Type(s)”
S = Designated Significant Subsidiary
G = Designated Guarantor Subsidiary
Fi = Designated Financial Subsidiary
Arizona Corporations             %     Type(s)

Escoba Insurance Company                100    Fi
KB HOME Phoenix Inc.                100    S/G    
KB HOME Sales - Phoenix Inc.            100
KB HOME Tucson Inc.                100    S/G
KB HOME Sales - Tucson Inc.            100

California Corporations/LLC

Kaufman and Broad - Monterey Bay, Inc.        100
Kaufman and Broad Partners                100
KB Holdings One, Inc.                100    
KB HOME Central Valley Inc.            100    
KB HOME Coastal Inc.                100     S/G
KB HOME Greater Los Angeles Inc.    100    S/G
KB HOME Holdings Inc.                 100
KB HOME Insurance Agency Inc.            100    Fi
KB HOME Sacramento Inc.        100    S/G
KB HOME Sales – Southern California Inc.        100
KB HOME Sales – Northern California Inc.         100
KB HOME South Bay Inc.    100    S/G
Mather Housing Company, LLC    100

Colorado Corporation

KB HOME Colorado Inc.    100    S/G




Delaware Corporations/LLCs

775 KB Development LLC                100
125 CPU KB HOME Development LLC        100
1250 KB Development LLC                100
BARE Resale Properties LLC            100
Coastal SFA Warner Center I LLC            100
Coastal SFA Anaheim I LLC                100
Endeavour Venture Partners LLC            100    Fi
e.KB, Inc.                    100
Fremont Pat Ranch LLC    100
Gramercy Farms, LLC    100
Intrepid Venture Partners LLC                100        Fi
KB HOME Arroyo Vista LLC                100
KB HOME Atlanta LLC                    100
KB HOME California LLC                    100
KB HOME Charlotte Inc.                    100
KB HOME DelMarVa LLC                    100        
KB HOME Florida Inc.    100    S/G
KB HOME Fort Myers LLC    100    S/G
KB HOME Georgia LLC    100
KB HOME Gold Coast LLC                    100
KB HOME Gulf Coast Inc.                    100
KB HOME Idaho LLC    100
KB HOME Illinois Inc.    100
KB HOME Indiana Inc.                    100
KB HOME Inspirada LLC    100
KB HOME Jacksonville LLC    100    S/G
KB HOME Las Vegas Development Company LLC        100
KB HOME LV Cactus Landings LLC            100
KB HOME LV Casa Bella LLC                100
KB HOME LV Casia LLC                    100
KB HOME LV Creekstone LLC                100
KB HOME LV Durham West LLC                100
KB HOME LV Edgebrook LLC                100
KB HOME LV Saddlebrook LLC                100
KB HOME LV Sage Glen LLC                100
KB HOME LV Teagan LLC                    100
KB HOME LV Tustin LLC                    100
KB HOME Marja Development LLC                100
KB HOME Maryland LLC                    100        
KB HOME Mortgage Ventures LLC                100        Fi



KB HOME New Orleans Inc.    100
KB HOME North Bay LLC    100
KB HOME North Carolina Inc.    100
KB HOME NV Acquisition LLC                100
KB HOME Orlando LLC                    100        S/G
KB HOME Palmetto LLC    100
KB HOME Raleigh-Durham Inc.    100
KB HOME Sales - Orlando LLC    100
KB HOME Seabluff Development LLC            100
KB HOME/Shaw Louisiana LLC                100
KB HOME SC Shady Trails LLC                100
KB HOME Service Company LLC                100
KB HOME Sierra Park LLC                    100
KB HOME Cal Management Services LLC            100
KB HOME South Carolina Inc.                100
KB HOME Spring Mountain LLC    100
KB HOME Tampa LLC    100        
KB HOME Treasure Coast LLC                100        S/G
KB HOME Virginia Inc.                    100        
KB HOME Wisconsin LLC    100
KBHPNW LLC                        100        S/G
KBHPNW Sales LLC                        100
KB Property Investment LLC                    100
KB Sanctuary LLC                        100
KB Urban Inc.                            100
KB Wheeler Plaza LLC    100
Lafayette Town Center LLC    100
Martin Park, LLC    100
Mt. Eden Partners, LLC        100
PQC LLC        100
Runkle Canyon, LLC    100
RWLS LLC    100
Sanctuary Newark LLC    100
SF Bush Street Condos LLC    100
SF Townsend Condos LLC    100
SMR Phase I Joint Venture LLC    100
SRLB LLC    100
Sierra Park Residential Development LLC        100
Underwood Inv, LLC        100
Warm Springs Village Partners, LLC        100

Florida Corporation

KB HOME Title Services Inc.    100    Fi




Georgia LLC
KB HOME Sales - Atlanta LLC    100
Illinois Corporation
KB HOME Mortgage Company    100    Fi
Nevada Corporations
KB HOME Kyle Inc.    100
KB HOME Las Vegas Inc.    100    S/G
KB HOME Sales - Nevada Inc.    100
KB HOME Sales – Reno Inc.    100
KB HOME Nevada Inc.    100    
KB HOME Reno Inc.    100    
New Mexico Corporations
KB HOME Sales – New Mexico Inc.    100
KB HOME New Mexico Inc.    100
Texas Corporations and Partnerships
KB HOME Insurance Agency of Texas Holdings, Inc.    100    Fi
Kaufman and Broad of Texas, Ltd.    100
Kaufman and Broad Development of Texas, L. P.     100
KB HOME Lone Star Inc.    100    S/G
KBSA, Inc.    100    S/G
San Antonio Title Co.    100    Fi
Satex Properties, Inc.    100
Quoin Investments, Inc.    100









SCHEDULE 4.7
EXISTING LIENS AND RIGHTS OF OTHERS
None.





SCHEDULE 6.4
INVESTMENTS
None.





SCHEDULE 11.6
DOMESTIC LENDING OFFICES,
ADDRESSES FOR NOTICES
KB HOME
Attention: Thad Johnson
10990 Wilshire Blvd
Los Angeles, CA 90024
Telephone: (310) 893-7303
Email:
tjohnson@kbhome.com
Wells Fargo Bank, National Association, AS ADMINISTRATIVE AGENT

For payments and requests for Credit Extensions:
Wells Fargo Bank, National Association
Minneapolis Loan Center
MAC N9300-085
600 South 4th Street, 10th Floor
Minneapolis, Minnesota 55415
Attn: Kara Rasmussen
Telephone: 612.316-0299
E-mail:
Kara.rasmussen@wellsfargo.com
Payment Instructions
Wells Fargo Bank, National Association
ABA#121000248
Account No.: 02057751628807
Attn.: Kara Rasmussen
Ref.: KB Homes
Other Notices as Administrative Agent:
Wells Fargo Bank, National Association
Homebuilder Corporate Banking
MAC #E2231-080
2030 Main Street, Floor 08
Irvine, CA 92614-7255
Attention: Elena Bennett
Telecopier: 949.851.9728
Telephone No. 949.251.4438
E-mail:
elena.bennett@wellsfargo.com



with a copy to:
Wells Fargo Bank, National Association
600 South 4th Street, 8th Floor
Minneapolis, Minnesota 55415
Attention: CRE Loan Servicing Operations
E-mail:
creloanservicingoperations@wellsfargo.com
with a copy to:
Wells Fargo Bank, National Association
Homebuilder Corporate Banking
Bret A. Sumner
Telecopier: 949.851.9728
Telephone: 949.251.4393
Email:
Bret.A.Sumner@wellsfargo.com


EXHIBIT 21
CONSOLIDATED SUBSIDIARIES OF KB HOME
The following subsidiaries* of KB Home were included in the November 30, 2025 consolidated financial statements:
 
Name of Company/Jurisdiction of Incorporation or Formation  Percentage of
Voting  Securities
Owned by
the Registrant
or a
Subsidiary of
the Registrant
Arizona  
KB HOME Phoenix Inc.   100
KB HOME Sales - Phoenix Inc.   100
KB HOME Sales - Tucson Inc.   100
KB HOME Tucson Inc.   100
California  
KB HOME Central Valley Inc.100
KB HOME Coastal Inc.   100
KB HOME Greater Los Angeles Inc.   100
KB HOME Insurance Agency Inc.   100
KB HOME Sacramento Inc.   100
KB HOME South Bay Inc.   100
Colorado  
KB HOME Colorado Inc.   100
Delaware  
KB HOME California LLC100
KB HOME Florida Inc.
   100
KB HOME Fort Myers LLC   100
KB HOME Inspirada LLC100
KB HOME Jacksonville LLC100
KB HOME North Bay LLC100
KB HOME Orlando LLC100
KB HOME Raleigh-Durham, Inc.
100
KB HOME Tampa LLC   100
KB HOME Treasure Coast LLC   100
KBHPNW LLC100
KBHPNW Sales LLC100
KB Urban Inc.   100
Florida  
KB HOME Title Services Inc.   100
Illinois  
KB HOME Mortgage Company   100
Nevada  
KB HOME Las Vegas Inc.   100
KB HOME Reno Inc.   100
Texas  
KB HOME Lone Star Inc.   100
KBSA, Inc.   100
 
*Certain subsidiaries have been omitted from this list. These subsidiaries, when considered in the aggregate as a single subsidiary, do not constitute a significant subsidiary as defined in Rule 1-02(w) of Regulation S-X.


EXHIBIT 22

LIST OF GUARANTOR SUBSIDIARIES
The below subsidiaries of KB Home qualified, as of November 30, 2025, as guarantors of its outstanding senior notes.
Name of Guarantor Subsidiary  State of Incorporation or Organization
   
KB HOME Coastal Inc.   California
KB HOME Colorado Inc.   Colorado
KB HOME Florida Inc.
  Delaware
KB HOME Fort Myers LLC Delaware
KB HOME Greater Los Angeles Inc.   California
KB HOME Jacksonville LLC   Delaware
KB HOME Las Vegas Inc.   Nevada
KB HOME Lone Star Inc.   Texas
KB HOME Orlando LLCDelaware
KB HOME Phoenix Inc.   Arizona
KB HOME Raleigh-Durham, Inc.
Delaware
KB HOME Sacramento Inc.   California
KB HOME South Bay Inc.   California
KB HOME Treasure Coast LLC Delaware
KB HOME Tucson Inc.Arizona
KBHPNW LLCDelaware
KBSA, Inc.Texas
 
 


EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements:
 
 (1)
Registration Statement (Form S-3 No. 333-273196) of KB Home,
 (2)Registration Statement (Form S-8 No. 333-129273) pertaining to the KB Home 1988 Employee Stock Plan, the KB Home 1998 Stock Incentive Plan, the KB Home Performance-Based Incentive Plan for Senior Management, the KB Home Non-Employee Directors Stock Plan, the KB Home 401(k) Savings Plan, the KB Home 1999 Incentive Plan, the KB Home 2001 Stock Incentive Plan, certain stock grants and the resale of certain shares by officers of KB Home,
 (3)Registration Statement (Form S-8 No. 333-168179) pertaining to the KB Home 401(k) Savings Plan,
 (4)
Registration Statement (Form S-8 No. 333-197521) pertaining to the KB Home 2014 Equity Incentive Plan, the Third Amended and Restated KB Home Non-Employee Directors Compensation Plan, and the KB Home 401(k) Savings Plan,
 (5)
Registration Statement (Form S-8 No. 333-212521) pertaining to the Amended KB Home 2014 Equity Incentive Plan and the KB Home 401(k) Savings Plan, and
 (6)
Registration Statement (Form S-8 No. 333-271888) pertaining to the Amended and Restated KB Home 2014 Equity Incentive Plan and the KB Home 401(k) Savings Plan;
of our reports dated January 23, 2026 with respect to the consolidated financial statements of KB Home and the effectiveness of internal control over financial reporting of KB Home included in this Annual Report (Form 10-K) of KB Home for the year ended November 30, 2025.
 
/s/ Ernst & Young LLP
Los Angeles, California
January 23, 2026



EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey T. Mezger, certify that:

1.I have reviewed this annual report on Form 10-K of KB Home;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Dated January 23, 2026/s/ JEFFREY T. MEZGER
 Jeffrey T. Mezger
 
Chairman and Chief Executive Officer
 (Principal Executive Officer)


EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 I, Robert R. Dillard, certify that:

1.I have reviewed this annual report on Form 10-K of KB Home;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



DatedJanuary 23, 2026 
/s/ ROBERT R. DILLARD
 
Robert R. Dillard
 Executive Vice President and Chief Financial Officer
 (Principal Financial Officer)



EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of KB Home (the “Company”) on Form 10-K for the period ended November 30, 2025 (the “Report”), I, Jeffrey T. Mezger, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





Dated January 23, 2026/s/ JEFFREY T. MEZGER
 Jeffrey T. Mezger
 
Chairman and Chief Executive Officer
 (Principal Executive Officer)



EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of KB Home (the “Company”) on Form 10-K for the period ended November 30, 2025 (the “Report”), I, Robert R. Dillard, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





DatedJanuary 23, 2026 
/s/ ROBERT R. DILLARD
 
Robert R. Dillard
 Executive Vice President and Chief Financial Officer
 (Principal Financial Officer)