S-4/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 2015

REGISTRATION NO. 333-203440

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TRI POINTE HOMES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1531	27-3201111
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

19540 Jamboree Road, Suite 300

Irvine, California 92612

(949) 438-1400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Bradley W. Blank, Esq.

Vice President, General Counsel and Secretary

TRI Pointe Homes, Inc.

19540 Jamboree Road, Suite 300

Irvine, California 92612

(949) 438-1400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Michael E. Flynn, Esq.

Brian J. Lane, Esq.

Gibson, Dunn & Crutcher LLP

3161 Michelson Drive

Irvine, California 92612

(949) 451-4054

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee(3)
4.375% Senior Notes due 2019	$450,000,000	100%	$450,000,000	$52,290
Guarantees of 4.375% Senior Notes due 2019	—	—	—	—(2)
5.875% Senior Notes due 2024	$450,000,000	100%	$450,000,000	$52,290
Guarantees of 5.875% Senior Notes due 2024	—	—	—	—(2)
Total	$900,000,000	100%	$900,000,000	$104,580

(1) Exclusive of accrued interest, if any, and estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) under the Securities Act.

(2) Pursuant to Rule 457(n) of the Securities Act, no registration fee is required for the guarantees.

(3) The filing fee was previously paid in connection with the previously filed TRI Pointe Homes, Inc. Registration Statement on Form S-4, which was filed on April 15, 2015.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter(1)	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification No.
TRI Pointe Holdings, Inc.	Washington	1531	91-0861867
TRI Pointe Communities, Inc.	Delaware	1531	27-3202747
TRI Pointe Contractors, LP	Delaware	1531	None
Maracay 91, L.L.C.	Arizona	1531	None
Maracay Homes, L.L.C.	Arizona	1531	86-0778798
Maracay Bridges, LLC	Arizona	1531	None
Maracay VR, LLC	Arizona	1531	None
Maracay Thunderbird, L.L.C.	Arizona	1531	None
Pardee Homes	California	1531	95-2509383
Pardee Homes of Nevada	Nevada	1531	88-0104733
The Quadrant Corporation	Washington	1531	91-0719887
Trendmaker Homes, Inc.	Texas	1531	74-1714894
Winchester Homes Inc.	Delaware	1531	91-1062978

(1) The address and telephone number of each of the additional registrants is: 19540 Jamboree Road, Suite 300, Irvine, CA 92612; telephone (949) 438-1400.

The information in this prospectus is not complete and may be changed. We may not complete the Exchange Offers and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED MAY 15, 2015

PRELIMINARY PROSPECTUS

TRI POINTE HOMES, INC.

Exchange Offers:

Offer to Exchange $450,000,000 Aggregate Principal Amount of Newly Issued 4.375% Senior Notes Due 2019 for a Like Principal Amount of Outstanding Restricted 4.375% Senior Notes Due 2019 Offer to Exchange $450,000,000 Aggregate Principal Amount of Newly Issued 5.875% Senior Notes Due 2024 for a Like Principal Amount of Outstanding Restricted 5.875% Senior Notes Due 2024

The Exchange Offers will expire at 5:00 p.m., New York City time, on             , 2015, unless extended.

The Exchange Notes:

We are offering to exchange:

• $450,000,000 aggregate principal amount of newly issued 4.375% Senior Notes due 2019 (CUSIP No. 962178 AL3) (the “New 2019 Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and the related guarantees, for a like principal amount of outstanding restricted 4.375% Senior Notes due 2019 (CUSIP Nos. 962178 AK5 and U96230 AA2) (the “Outstanding 2019 Notes”), and the related guarantees.

• $450,000,000 aggregate principal amount of newly issued 5.875% Senior Notes due 2024 (CUSIP No. 962178 AN9) (the “New 2024 Notes” and, together with the New 2019 Notes, collectively the “New Notes”) that have been registered under the Securities Act, and the related guarantees, for a like principal amount of outstanding restricted 5.875% Senior Notes due 2024 (CUSIP Nos. 962178 AM1 and U96230 AB0) (the “Outstanding 2024 Notes” and, together with the Outstanding 2019 Notes, collectively the “Outstanding Notes”), and the related guarantees.

• We refer to these offers to exchange collectively as the “Exchange Offers.”

Material Terms of the Exchange Offers:

• The Exchange Offers expire at 5:00 p.m., New York City time, on             , 2015, unless extended.

• Upon expiration of the Exchange Offers, all Outstanding Notes that are validly tendered and not withdrawn will be exchanged for an equal principal amount of the same series of New Notes.

• You may withdraw tendered Outstanding Notes at any time prior to the expiration of the Exchange Offers.

• The Exchange Offers are not subject to any minimum tender condition, but are subject to customary conditions.

• The exchange of the New Notes for Outstanding Notes will not be a taxable exchange for U.S. federal income tax purposes.

• The terms of each series of New Notes are substantially identical to the terms of the corresponding series of Outstanding Notes, except that each series of New Notes will be registered under the Securities Act and certain transfer restrictions, registration rights and related additional interest provisions applicable to the corresponding series of Outstanding Notes will not apply to the applicable series of New Notes.

• Each series of New Notes will be part of the same series of corresponding Outstanding Notes and issued under the same indenture as such corresponding series of Outstanding Notes. Each series of New Notes will be exchanged for the corresponding series of Outstanding Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. TRI Pointe Homes, Inc. will not receive any proceeds from the issuance of New Notes in the Exchange Offers.

• Each broker-dealer that receives New Notes for its own account pursuant to the Exchange Offers must acknowledge that it may be a statutory underwriter and that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Outstanding Notes where such Outstanding Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period ending on the earlier of (i) 120 days from the date on which the exchange offer registration statement is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

• There is no existing public market for the Outstanding Notes or the New Notes. We do not intend to list the New Notes on any securities exchange or quotation system.

You should carefully consider the risk factors discussed beginning on page 8 of this prospectus before deciding whether to participate in the Exchange Offers.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is             , 2015.

TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION	iii
INCORPORATION BY REFERENCE	iii
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS	iv
SUMMARY	1
RISK FACTORS	8
USE OF PROCEEDS	14
RATIO OF EARNINGS TO FIXED CHARGES	15
THE EXCHANGE OFFERS	16
DESCRIPTION OF THE NEW NOTES	27
BOOK-ENTRY, DELIVERY AND FORM	47
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS	49
CERTAIN ERISA CONSIDERATIONS	50
PLAN OF DISTRIBUTION	52
LEGAL MATTERS	53
EXPERTS	53

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus does not offer to sell or ask for offers to buy any securities other than those to which this prospectus relates and it does not constitute an offer to sell or ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities. The information contained in this prospectus is current only as of its date.

These Exchange Offers are not being made to, nor will we accept surrenders for exchange from, holders of Outstanding Notes in any jurisdiction in which these Exchange Offers or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

We have filed with the SEC a registration statement on Form S-4 with respect to the New Notes. This prospectus, which forms part of the registration statement, does not contain all the information included in the registration statement, including its exhibits and schedules. For further information about us and the notes described in this prospectus, you should refer to the registration statement and its exhibits and schedules. Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement, because those statements are qualified in all respects by reference to those exhibits. The registration statement, including the exhibits and schedules, is available at the SEC’s website at www.sec.gov.

You may also obtain this information without charge by writing or telephoning us at the following address and telephone number:

TRI Pointe Homes, Inc.

19540 Jamboree Road, Suite 300

Irvine, California 92612

Attention: Investor Relations

Phone: (949) 438-1400

In order to ensure timely delivery, you must request the information no later than             , 2015, which is five business days before the expiration of the Exchange Offers.

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In this prospectus, except as otherwise indicated, any references to “TRI Pointe,” “we,” “us,” “our,” or the “Company” refer to TRI Pointe Homes, Inc., and its consolidated subsidiaries. TRI Pointe Homes, Inc. is a Delaware corporation and the issuer of the securities offered hereby.

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WHERE YOU CAN FIND MORE INFORMATION

We file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy and information statements and amendments to reports filed or furnished pursuant to Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with the SEC. You may read and copy any document that we file, including this prospectus, at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding TRI Pointe Homes, Inc. and other companies that file materials with the SEC electronically.

We maintain a website at www.tripointehomes.com. We make available free of charge on or through our website our periodic and current reports and proxy statements as soon as reasonably practicable after we electronically file or furnish such materials to the SEC. This reference to our Internet address is for informational purposes only and shall not, under any circumstances, be deemed to incorporate the information available at or through such Internet address into this prospectus. Additionally, you may request copies of the above-referenced filings at no cost, by writing or telephoning our principal executive offices at the following address:

TRI Pointe Homes, Inc.

19540 Jamboree Road, Suite 300

Irvine, California 92612

Attention: Investor Relations

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we, or any “successor issuer” pursuant to Rules 414 and 12g-3 of the Exchange Act, later file with the SEC will automatically update and in some cases supersede this information. Specifically, we incorporate by reference the following documents or information filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

• Our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed on March 12, 2015 (including the portions of our Definitive Proxy Statement on Schedule 14A, filed on March 26, 2015, incorporated by reference therein);

• Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed on May 8, 2015;

• The audited consolidated balance sheets of TRI Pointe as of December 31, 2013 and 2012 and the related consolidated statements of operations, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2013, and the accompanying notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2013, as amended by Amendment No. 1 on Form 10-K/A filed on April 30, 2014;

• The unaudited consolidated balance sheets of TRI Pointe as of March 31, 2014 and December 31, 2013 and the related consolidated statements of operations, comprehensive income, and cash flows for each of the three months ended March 31, 2014 and 2013, and the accompanying notes thereto, included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed on May 6, 2014;

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• The unaudited consolidated balance sheets of TRI Pointe as of June 30, 2014 and December 31, 2013 and the related consolidated statements of operations and comprehensive income for each of the three and six months ended June 30, 2014 and 2013 and statements of cash flows for each of the six months ended June 30, 2014 and 2013, and the accompanying notes thereto, included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed on August 7, 2014;

• The unaudited pro forma condensed combined statements of operations of the Company for the fiscal year ended December 31, 2014, and the accompanying notes thereto, contained in Exhibit 99.1 to our Current Report on Form 8-K/A filed on April 15, 2015;

• Our Current Reports on Form 8-K, filed with the SEC on March 5, March 11, April 15 and May 12, 2015; and

• Future filings we, or any “successor issuer” pursuant to Rules 414 and 12g-3 of the Exchange Act, make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the termination of the Exchange Offers of securities made under this prospectus, including documents filed on and after the date of the initial registration statement and prior to effectiveness of the registration statement; provided, however, that we are not incorporating by reference any documents or information, including parts of documents that we file with the SEC, that are deemed to be furnished and not filed with the SEC. Unless specifically stated to the contrary, none of the information we, or any “successor issuer” pursuant to Rules 414 and 12g-3 of the Exchange Act, disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K that we may from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this prospectus.

We will provide, without charge, to each person to whom a copy of this prospectus has been delivered, including any beneficial owner, a copy of any and all of the documents referred to herein that are summarized and incorporated by reference in this prospectus, if such person makes a written or oral request directed to:

TRI Pointe Homes, Inc.

19540 Jamboree Road, Suite 300

Irvine, California 92612

Attention: Investor Relations

WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY ADDITIONAL INFORMATION OR ANY INFORMATION THAT IS DIFFERENT FROM THAT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS, ANY ACCOMPANYING PROSPECTUS SUPPLEMENT OR ANY FREE WRITING PROSPECTUS PROVIDED IN CONNECTION WITH AN OFFERING. WE TAKE NO RESPONSIBILITY FOR, AND CAN PROVIDE NO ASSURANCE AS TO THE RELIABILITY OF, ANY OTHER INFORMATION THAT OTHERS MAY GIVE YOU. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, UNLESS WE OTHERWISE NOTE IN THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This prospectus contains and incorporates by reference certain statements relating to future events and our intentions, beliefs, expectations, predictions for the future and other matters that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. In addition, other statements we may make from time to time, such as press releases, oral statements made by Company officials and other reports we file with the SEC, may also contain such forward-looking statements.

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These statements:

• use forward-looking terminology;

• are based on various assumptions made by us; and

• may not be accurate because of risks and uncertainties surrounding the assumptions that are made.

Factors listed in this section—as well as other factors not included—may cause actual results to differ significantly from the forward-looking statements included in this prospectus. There is no guarantee that any of the events anticipated by the forward-looking statements in this prospectus will occur, or if any of the events occurs, there is no guarantee what effect it will have on our operations or financial condition.

We undertake no obligation to publicly update or revise any forward-looking statement unless required to do so by applicable law. We nonetheless reserve the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this prospectus. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.

Statements

These forward-looking statements are generally accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “will,” “would,” or other words that convey the uncertainty of future events or outcomes, including, without limitation, our transaction with Weyerhaeuser Real Estate Company (“WRECO”). These forward-looking statements are based on our current expectations or beliefs regarding future events or circumstances, and you should not place undue reliance on these statements. Such statements involve known and unknown risks, uncertainties, assumptions and other factors—many of which are out of our control and difficult to forecast—that may cause actual results to differ materially from those that may be described or implied.

Forward-looking statements are based on a number of factors, including, but not limited to, the expected effect of:

• the economy;

• laws and regulations;

• adverse litigation outcomes and the adequacy of reserves;

• changes in accounting principles;

• projected benefit payments; and

• projected tax rates and credits.

Risks, Uncertainties and Assumptions

The major risks and uncertainties—and assumptions that are made—that affect our business and may cause actual results to differ from these forward-looking statements include, but are not limited to:

• the effect of general economic conditions, including employment rates, housing starts, interest rate levels, availability of financing for home mortgages and strength of the U.S. dollar;

• market demand for our products, which is related to the strength of the various U.S. business segments and U.S. and international economic conditions;

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• levels of competition;

• the successful execution of our internal performance plans, including restructurings and cost reduction initiatives;

• global economic conditions;

• raw material prices;

• energy prices;

• the effect of weather;

• the risk of loss from earthquakes, volcanoes, fires, floods, droughts, windstorms, hurricanes, pest infestations and other natural disasters;

• transportation costs;

• federal and state tax policies;

• the effect of land use, environmental and other governmental regulations;

• legal proceedings;

• risks relating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, synergies, indebtedness, financial condition, losses and future prospects;

• the risk that disruptions from the recent combination with WRECO will harm our business;

• our ability to achieve the benefits of the transaction with WRECO in the estimated amount and anticipated timeframe, if at all;

• our ability to integrate WRECO successfully and to achieve the anticipated synergies therefrom;

• changes in accounting principles;

• risks related to unauthorized access to our computer systems, theft of our customer’s confidential information or other forms of cyber-attack; and

• other factors described in “Risk Factors.”

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SUMMARY

This summary highlights selected information from this prospectus and is therefore qualified in its entirety by the more detailed information appearing elsewhere, or incorporated by reference, in this prospectus. It may not contain all the information that is important to you. We urge you to read carefully this entire prospectus and the other documents to which it refers to understand fully the terms of the New Notes.

In this prospectus, except as otherwise indicated, any references to “TRI Pointe,” “we,” “us,” “our,” or the “Company” refer to TRI Pointe Homes, Inc., and its consolidated subsidiaries. TRI Pointe Homes, Inc. is a Delaware corporation and the issuer of the securities offered hereby.

The Company

TRI Pointe is primarily engaged in the design, construction and sale of single-family homes in California, Colorado, Texas, Arizona, Washington, Nevada, Maryland and Virginia. In addition, we are a developer of master planned communities, which include residential lots for our own use, lots for sale to other homebuilders, and the sale of commercial and multi-family properties, primarily in Southern California.

Headquartered in California, TRI Pointe was founded in 2009 by its current management team, who have worked together for over 20 years and have over a century of collective industry experience. We conduct our business through six homebuilding brands, Maracay Homes, Pardee Homes, Quadrant Homes, Trendmaker Homes, TRI Pointe Homes and Winchester Homes.

We construct homes across a variety of sales prices, ranging from $167,000 to more than $2.2 million, and home sizes, ranging from approximately 1,000 to 6,500 square feet. Our broad product offerings and local brand power are fundamental to positioning our homebuilding operations with land sellers. We have forged relationships with regional and national land developers based on our market-driven product offerings, excellent reputation and record of customer satisfaction. As a result, we have the flexibility to pursue a wide range of land acquisition opportunities in support of homebuilding strategies appropriate for each of our markets.

The Merger

On July 7, 2014 (the “Merger Closing Date”), TRI Pointe consummated the merger (the “Merger”) of our wholly owned subsidiary, Topaz Acquisition, Inc. (“Merger Sub”), with and into Weyerhaeuser Real Estate Company (“WRECO”), with WRECO surviving the Merger and becoming our wholly owned subsidiary, as contemplated by the Transaction Agreement, dated as of November 3, 2013 (the “Transaction Agreement”), by and among Weyerhaeuser Company (“Weyerhaeuser”), TRI Pointe, WRECO and Merger Sub. Soon after the consummation of the Merger, TRI Pointe caused WRECO to change its corporate name to TRI Pointe Holdings, Inc.

In connection with the Merger, WRECO initially issued the Outstanding Notes in private placement transactions on June 13, 2014. On the Merger Closing Date, TRI Pointe assumed WRECO’s obligations as issuer of the Outstanding Notes. Additionally, all of TRI Pointe’s wholly owned subsidiaries that are guarantors of TRI Pointe’s unsecured $425 million revolving credit facility (the “Revolving Credit Facility”), including WRECO and certain of its wholly owned subsidiaries (each a “Guarantor” and, collectively, the “Guarantors”), entered into supplemental indentures pursuant to which they jointly and severally guaranteed TRI Pointe’s obligations with respect to the Outstanding Notes. The Guarantors also entered into a joinder agreement to the Purchase Agreement, dated as of June 4, 2014, among WRECO, TRI Pointe, and the initial purchasers of the Outstanding Notes (collectively, the “Initial Purchasers”), pursuant to which the Guarantors became parties to the Purchase Agreement. Additionally, TRI Pointe and the Guarantors entered into joinder agreements to the Registration Rights Agreements, dated as of June 13, 2014, among WRECO and the Initial Purchasers with respect to the Outstanding Notes (the “Registration Rights Agreements”), pursuant to which TRI Pointe and the Guarantors were joined as parties to the Registration Rights Agreements.

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Risk Factors

We face numerous risks related to, among other things, our business operations, our strategies, general economic conditions, competitive dynamics in our industry, the legal and regulatory environment in which we operate, and our status as a public company. These risks are set forth in detail under the heading “Risk Factors” in this prospectus and “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. If any of these risks should materialize, it could have a material adverse effect on our business, liquidity, financial condition, and results of operations. We encourage you to review these risk factors carefully. Furthermore, this prospectus contains forward-looking statements that involve risks, uncertainties and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those under the headings “Risk Factors” and “Cautionary Statement on Forward-Looking Statements”.

Corporate Information

We are a Delaware corporation. Our principal executive offices are located at 19540 Jamboree Road, Suite 300, Irvine, California 92612, and our telephone number is (949) 438-1400. Our website address is www.tripointehomes.com. Information contained on, or connected to, our website does not and will not constitute part of this prospectus.

The Exchange Offers

A brief description of the material terms of the Exchange Offers follows. We are offering to exchange the applicable series of New Notes that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and the related guarantees, for a like principal amount of the corresponding series of Outstanding Notes, and the related guarantees. The terms of each series of New Notes are substantially identical to the terms of the corresponding series of Outstanding Notes, except that each series of New Notes will be registered under the Securities Act and certain transfer restrictions, registration rights and related additional interest provisions applicable to the corresponding series of Outstanding Notes will not apply to the applicable series of New Notes. For a more complete description, see “Description of the New Notes.”

Issuer	TRI Pointe Homes, Inc., a Delaware corporation (the “Issuer”)
New Notes Offered	$450,000,000 aggregate principal amount of newly issued 4.375% Senior Notes due 2019 (CUSIP No. 962178 AL3) (the “New 2019 Notes”) and $450,000,000 aggregate principal amount of newly issued 5.875% Senior Notes due 2024 (CUSIP No. 962178 AN9) (the “New 2024 Notes” and, together with the New 2019 Notes, collectively the “New Notes”), and the respective related guarantees.
Outstanding Notes	$450,000,000 of outstanding restricted 4.375% Senior Notes due 2019 (CUSIP Nos. 962178 AK5 and U96230 AA2) (the “Outstanding 2019 Notes”) and $450,000,000 of outstanding restricted 5.875% Senior Notes due 2024 (CUSIP Nos. 962178 AM1 and U96230 AB0) (the “Outstanding 2024 Notes” and, together with the Outstanding 2019 Notes, collectively the “Outstanding Notes”), and the respective related guarantees.
The Exchange Offers	We are offering to exchange the applicable series of New Notes that have been registered under the Securities Act, and the respective related guarantees, for an equal principal amount and like denomination of our Outstanding Notes of the same series, and the respective related guarantees. Each series of New Notes will be part of the same series of corresponding Outstanding Notes and issued under the same indenture as such corresponding series

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	of Outstanding Notes. We are offering to issue each series of registered New Notes and the respective related guarantees to satisfy our obligations under the Registration Rights Agreements that were entered into with the Initial Purchasers of the Outstanding Notes when the Outstanding Notes and the related guarantees were sold in a transaction that was exempt from the registration requirements of the Securities Act. You may tender your Outstanding Notes for exchange by following the procedures described in the section entitled “The Exchange Offers” elsewhere in this prospectus.
Tenders; Expiration Date; Withdrawal	The Exchange Offers will expire at 5:00 p.m., New York City time, on                             , 2015, which is 20 business days after the date of this prospectus, unless we extend it. If you decide to exchange your Outstanding Notes for New Notes, you must acknowledge that you are not engaging in, and do not intend to engage in, a distribution of the New Notes. You may withdraw any Outstanding Notes that you tender for exchange at any time prior to the expiration of the Exchange Offers. If we decide for any reason not to accept any Outstanding Notes you have tendered for exchange, those Outstanding Notes will be returned to you without cost promptly after the expiration or termination of the exchange offer. See “The Exchange Offers—Terms of the Exchange Offers” for a more complete description of the tender and withdrawal provisions.
Conditions to the Exchange Offers	The Exchange Offers are subject to customary conditions, some of which we may waive. See “The Exchange Offers—Conditions to the Exchange Offers” for a description of the conditions. The Exchange Offers are not conditioned upon any minimum principal amount of Outstanding Notes being tendered for exchange.
U.S. Federal Income Tax Considerations	Your exchange of Outstanding Notes for New Notes to be issued in the Exchange Offers will not result in any gain or loss to you for U.S. federal income tax purposes. For additional information, see “Certain U.S. Federal Income Tax Considerations.” You should consult your own tax advisor as to the tax consequences to you of the Exchange Offers, as well as tax consequences of the ownership and disposition of the New Notes.
Use of Proceeds	We will not receive any proceeds from the issuance of New Notes in the Exchange Offers.
Exchange Agent	U.S. Bank National Association
Consequences of Failure to Exchange Your Outstanding Notes	Outstanding Notes that are not tendered or that are tendered but not accepted will continue to be subject to the restrictions on transfer that are described in the legend on those notes. In general, you may offer or sell your Outstanding Notes only if they are registered under, or offered or sold under an exemption from, the Securities Act and applicable state securities laws. Except in limited circumstances with respect to specific types of holders of Outstanding Notes, after the Exchange Offers are complete, you will not have any further rights under the Registration Rights Agreements, including any right to require the Company or the Guarantors to register any Outstanding Notes that you do not

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	exchange or to pay you the additional interest that the Company and the Guarantors agreed to pay to holders of Outstanding Notes if the Company failed to timely complete the Exchange Offers. If you do not participate in the Exchange Offers, the liquidity of your Outstanding Notes could be adversely affected. See “The Exchange Offers— Consequences of Failure to Exchange Outstanding Notes.”
Consequences of Exchanging Your Outstanding Notes	Based on interpretations of the staff of the SEC, we believe that you may offer for resale, resell or otherwise transfer the New Notes that we issue in the Exchange Offers without complying with the registration and prospectus delivery requirements of the Securities Act if you:
	•    acquire the New Notes issued in the Exchange Offers in the ordinary course of your business;
	•    are not participating, do not intend to participate, and have no arrangement or undertaking with anyone to participate, in the distribution of any New Notes issued to you in the Exchange Offers; and
	•    are not an “affiliate” of the Company or any Guarantor as defined in Rule 405 of the Securities Act.
	If any of these conditions is not satisfied and you transfer any New Notes issued to you in the Exchange Offers without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. We will not be responsible for or indemnify you against any liability you may incur.
	Any broker-dealer that acquires New Notes in the Exchange Offers for its own account in exchange for the corresponding series of Outstanding Notes which it acquired through market-making or other trading activities must acknowledge that it may be a statutory underwriter and that it will deliver a prospectus when it resells or transfers any New Notes issued in the Exchange Offers. See “Plan of Distribution” for a description of the prospectus delivery obligations of broker-dealers in the Exchange Offers.
Interest on Outstanding Notes Exchanged in the Exchange Offer	On the record date for the first interest payment date for each series of New Notes offered hereby following the consummation of the Exchange Offers, holders of such New Notes will receive interest accruing from the most recent date to which interest has been paid.

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The New Notes

A brief description of the material terms of the New Notes follows. For a more complete description, see “Description of the New Notes.”

Issuer	TRI Pointe Homes, Inc., a Delaware corporation.
New Notes Offered	$450,000,000 aggregate principal amount of newly issued 4.375% Senior Notes due 2019 and $450,000,000 aggregate principal amount of newly issued 5.875% Senior Notes due 2024, and the respective related guarantees.
Maturity	The New 2019 Notes will mature on June 15, 2019 and the New 2024 Notes will mature on June 15, 2024.
Interest Payment Dates	Interest will be paid semi-annually in arrears on June 15 and December 15 of each year.
Interest Rates	The New 2019 Notes will bear interest at a rate per annum equal to 4.375% and the New 2024 Notes will bear interest at a rate per annum equal to 5.875%.
Minimum Denomination	Interest in the global notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Optional Redemption	We may redeem some or all of the New Notes of either series at any time prior to the scheduled maturity of such series of New Notes at a price equal to 100% of the aggregate principal amount of the New Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium described under “Description of the New Notes.”
Ranking	The New Notes will be our general unsecured, unsubordinated obligations. Accordingly, they will rank:
	•    senior in right of payment to any future subordinated indebtedness to the extent that such indebtedness provides by its terms that it is subordinated in right of payment to the New Notes;
	•    pari passu in right of payment with any of our existing and future indebtedness and other liabilities that are not by their terms subordinated in right of payment to the New Notes;
	•    effectively subordinated to our existing and future secured indebtedness, to the extent of the value of our assets securing such indebtedness; and
	•    structurally subordinated to any existing and future indebtedness and other liabilities and preferred stock of our subsidiaries that do not guarantee the New Notes.
	As of March 31, 2015, we had total indebtedness of approximately $1.2 billion, with approximately $103.8 million of unused availability under the Revolving Credit Facility.

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Note Guarantees	Our obligations under the New Notes are guaranteed, jointly and severally, by the Guarantors. Each guarantee of the New Notes will be an unsecured, unsubordinated obligation of that Guarantor and will rank:
	•    senior in right of payment to any future subordinated indebtedness of that Guarantor to the extent that such indebtedness provides by its terms that it is subordinated in right of payment to such Guarantor’s guarantee of the New Notes;
	•    pari passu in right of payment with any existing and future indebtedness and other liabilities of that Guarantor that are not by their terms subordinated in right of payment to the New Notes;
	•    effectively subordinated to that Guarantor’s existing and future secured indebtedness, to the extent of the value of the assets of such Guarantor securing such indebtedness; and
	•    structurally subordinated to all of the liabilities and preferred stock of any subsidiaries of such Guarantor that do not guarantee the New Notes.
	For the quarter ended March 31, 2015, our non-Guarantor subsidiaries represented 0.0% of our net sales, held approximately of 1.7% of our consolidated assets and had no indebtedness outstanding (excluding intercompany indebtedness). As of March 31, 2015, our non-guarantor subsidiaries had $9.4 million of total liabilities (including trade payables, deferred tax liabilities and liabilities of consolidated entities not owned, but excluding intercompany liabilities), all of which would have been structurally senior to the New Notes.
Certain Covenants	The indentures governing the New Notes will contain covenants that, among other things, limit the ability of the Company and its subsidiaries to create liens securing indebtedness, enter into sale and leaseback transactions or consolidate, merge or sell all or substantially all of their assets. These covenants are subject to important exceptions and qualifications. See “Description of the New Notes—Certain Covenants.”
Change of Control Triggering Event	If the Company experiences certain change of control triggering events, the Company must make an offer to each holder to repurchase the New Notes of each series at a price in cash equal to 101% of the principal amount of each series of notes, plus accrued and unpaid interest, if any, to, but not including, the purchase date. See “Description of the New Notes—Change of Control.”
Absence of Public Market for the Notes	The New Notes are a new issue of securities with no established trading market. The New Notes will not be listed on any securities exchange or on any automated dealer quotation system. We cannot assure you that an active or liquid trading market for the New Notes will develop. If an active or liquid trading market for the New Notes does not develop, the market price and liquidity of the New Notes may be adversely affected.

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Risk Factors	You should consider carefully all of the information set forth in this prospectus and, in particular, you should carefully evaluate the specific factors under “Risk Factors” beginning on page 8 of this prospectus.
Trustee	U.S. Bank National Association.
Governing Law	New York

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RISK FACTORS

An investment in the New Notes represents a high degree of risk, including the risks described below and set forth under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. You should carefully consider these risks and the other information included and incorporated by reference in this prospectus before deciding to invest in the New Notes. Our financial condition, results of operations or cash flows could be materially adversely affected by any of these risks. In any such case, the trading price of the New Notes could decline, and you could lose all or part of your investment.

Risks Related to the New Notes

You may be adversely affected if you fail to exchange Outstanding Notes.

We will issue New Notes to you only if your Outstanding Notes are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the Outstanding Notes, and you should carefully follow the instructions on how to tender your Outstanding Notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the Outstanding Notes. If you are eligible to participate in the Exchange Offers and do not tender your Outstanding Notes or if we do not accept your Outstanding Notes because you did not tender your Outstanding Notes properly, then, after we consummate the Exchange Offers, you will continue to hold Outstanding Notes that are subject to the existing transfer restrictions and will no longer have any registration rights or be entitled to any additional interest with respect to the Outstanding Notes. In addition:

• if you tender your Outstanding Notes for the purpose of participating in a distribution of the New Notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the New Notes; and

• if you are a broker-dealer that receives New Notes for your own account in exchange for Outstanding Notes that you acquired as a result of market-making activities or other trading activities, you will be required to acknowledge that you may be a statutory underwriter and that you will deliver a prospectus in connection with any resale of those New Notes.

After the Exchange Offers are consummated, if you continue to hold any Outstanding Notes, you may have difficulty selling them because there will be fewer Outstanding Notes outstanding.

There is no established trading market for the New Notes.

The New Notes are a new issue of securities for which there is no established trading market. We do not intend to apply for listing of the New Notes on any securities exchange or to arrange for quotation on any automated dealer quotation system. As a result, an active trading market for the New Notes may not develop. If an active trading market does not develop or is not maintained, the market price and liquidity of the New Notes may be adversely affected. In that case, you may not be able to sell your New Notes at a particular time or at a favorable price.

We have a significant amount of indebtedness, which could adversely affect our business, financial condition and operating results.

We have a significant amount of indebtedness. As of March 31, 2015, we had total indebtedness of approximately $1.2 billion (including the Outstanding Notes) and approximately $103.8 million of available borrowing capacity under the Revolving Credit Facility.

Our ability to make payments on indebtedness, to repay existing indebtedness when due and to fund operations and significant planned capital expenditures will depend on our ability to generate cash in the future. Our ability to produce cash from operations will be subject to a number of risks, including:

• demand for housing;

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• availability of land parcels appropriate for development of single-family homes;

• our ability to compete effectively with other large national and regional homebuilding companies, smaller local homebuilders and the resale, or “previously owned,” home market;

• our ability to develop communities successfully and within expected timeframes; and

• homebuyers’ ability to obtain suitable financing for their home purchases.

Our substantial debt service obligations could have important material consequences to you, including the following:

• limiting our ability to borrow money or sell stock to fund working capital, capital expenditures, debt service requirements, acquisitions, technological initiatives and other general corporate purposes;

• making it more difficult for us to make payments on indebtedness and satisfy obligations under the New Notes;

• increasing our vulnerability to general economic downturns and industry conditions and limiting our ability to withstand competitive pressure;

• limiting our flexibility in planning for, or reacting to, changes in our business or the homebuilding industry;

• limiting our ability to increase capital expenditures;

• reducing the amount of cash available for working capital needs, capital expenditures for existing and new markets and other corporate purposes by requiring us to dedicate a substantial portion of cash flow from operations to the payment of principal of, and interest on, indebtedness; and

• placing us at a competitive disadvantage to competitors who are less leveraged.

Any of these risks could impair our ability to fund operations or limit our ability to expand our business as planned, which could have a material adverse effect on our business, financial condition, and operating results.

There are limited covenants in the indentures.

We and our subsidiaries are not restricted from incurring additional unsecured debt or other liabilities, including additional senior debt, under the indentures. If we incur additional debt or liabilities, our ability to pay our obligations on the New Notes could be adversely affected. We expect to incur from time to time additional debt and other liabilities. In addition, we are not restricted under the indentures from granting security interests over our assets, except to the extent described under “Description of the New Notes—Certain Covenants—Restrictions on Secured Debt” in this prospectus, or from paying dividends, making investments or issuing or repurchasing our securities.

In addition, there are no financial covenants in the indentures. You are not protected under the indentures in the event of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction that may adversely affect you, except to the extent described under “Description of the New Notes—Change of Control.”

We may incur additional indebtedness. This could further exacerbate the risks associated with our leverage.

We may be able to incur significantly more debt as market conditions and contractual obligations permit, which could further reduce the cash available to invest in operations as a result of increased debt service obligations. The terms of the agreements governing our long-term indebtedness, including the indentures governing the New Notes, allow for the incurrence of additional indebtedness, subject to specified limitations. The more leveraged the Company becomes, the more we, and in turn the holders of our indebtedness, become exposed to the risks described above in the risk factor entitled “We have a significant amount of indebtedness, which could adversely affect our business, financial condition and operating results.”

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There can be no assurance that sufficient funds will be available to the Company under the Revolving Credit Facility, or otherwise. Further, should we need to raise additional capital, we may not be able to do so on terms and conditions acceptable to us, which could limit or preclude our ability to pursue new opportunities, expand business or engage in acquisitions, thus limiting our ability to expand our business, which could have a material adverse effect on our business, financial condition and operating results.

The New Notes and the related guarantees will be unsecured and effectively subordinated to the existing and future secured indebtedness of the Company and the Guarantors and structurally subordinated to any future indebtedness and other liabilities of our subsidiaries that do not guarantee the notes.

The New Notes and the related guarantees will be general unsecured, unsubordinated obligations ranking effectively junior in right of payment to all existing and future secured debt of the Company and of each Guarantor to the extent of the value of the collateral securing such debt, and will be structurally subordinated to any existing or future indebtedness, preferred stock and other liabilities of our subsidiaries that do not guarantee the New Notes. The indentures governing the New Notes will permit the Company to incur certain additional secured debt.

If the Company or a subsidiary Guarantor is declared bankrupt, becomes insolvent or is liquidated or reorganized, any secured debt of the Company or that subsidiary Guarantor will be entitled to be paid in full from the Company’s assets or the assets of the Guarantor, as applicable, securing that debt before any payment may be made with respect to the New Notes or the related guarantees. Holders of the New Notes will participate ratably in any remaining assets with all holders of the Company’s unsecured indebtedness (including, if applicable, the Revolving Credit Facility) that is not by its terms subordinated in right of payment to the New Notes, including all of the Company’s other general unsecured, non-subordinated creditors, based upon the respective amounts owed to each holder or creditor. In any of the foregoing events, there may not be sufficient assets to pay the indebtedness and other obligations owed to secured creditors and the amounts due on the New Notes. As a result, holders of the New Notes would likely receive less, ratably, than holders of secured indebtedness. It is possible that there will be no assets from which claims of holders of the New Notes can be satisfied.

As of March 31, 2015, we had total indebtedness of approximately $1.2 billion, with approximately $103.8 million of unused availability under the Revolving Credit Facility. As of March 31, 2015, we had approximately $12.8 million outstanding related to seller financed loans to acquire lots for the construction of homes.

In addition, creditors of current and future subsidiaries of the Company that do not guarantee the New Notes will have claims with respect to the assets of those subsidiaries that rank structurally senior to the New Notes. For the quarter ended March 31, 2015, our non-guarantor subsidiaries represented 0.0% of our net sales, held approximately of 1.7% of our consolidated assets and had no indebtedness outstanding (excluding intercompany indebtedness). As of March 31, 2015, our non-guarantor subsidiaries had $9.4 million of total liabilities (including trade payables, deferred tax liabilities and liabilities of consolidated entities not owned, but excluding intercompany liabilities), all of which would have been structurally senior to the New Notes.

In the event of any distribution or payment of assets of such subsidiaries in any dissolution, winding up, liquidation, reorganization, or other bankruptcy proceeding, the claims of those creditors must be satisfied prior to making any such distribution or payment to the Issuer in respect of direct or indirect equity interests in such subsidiaries. The indentures governing the New Notes will not limit our ability to incur senior debt nor will they limit our subsidiaries’ ability to incur additional liabilities.

To service our debt, we will require a significant amount of cash, which may not be available to us.

Our ability to meet existing or future debt obligations and to reduce indebtedness will depend on future performance and the other cash requirements of our business. Our performance, to a certain extent, is subject to general economic conditions and financial, competitive, business, political and other factors that are beyond our control. In addition, our ability to borrow funds in the future to make payments on debt will depend on the satisfaction of covenants in

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the indentures governing the New Notes, the Revolving Credit Facility, other debt agreements and other agreements we may enter into in the future. There can be no assurance that we will continue to generate sufficient cash flow from operations or that future equity issuances or borrowings will be available to us in an amount sufficient to enable us to service debt or repay all indebtedness in a timely manner or on favorable or commercially reasonable terms, or at all. If we are unable to satisfy financial covenants under the Revolving Credit Facility, or generate sufficient cash to timely repay debt, our lenders could accelerate the maturity of some or all of our outstanding indebtedness. As a result, we may need to refinance all or a portion of our remaining existing indebtedness prior to its maturity. Disruptions in the financial markets, the general amount of debt refinancings occurring at the same time, and our financial position and performance could make it more difficult to obtain debt or equity financing on reasonable terms or at all. Prevailing market conditions could be adversely affected by the ongoing disruptions in the European sovereign debt markets, the failure of the United States to reduce its deficit in amounts deemed to be sufficient, possible further downgrades in the credit ratings of the U.S. debt, contractions or limited growth in the economy or other similar adverse economic developments in the United States or abroad. Instability in the global financial markets has from time to time resulted in periodic volatility in the capital markets. This volatility could limit our access to the credit markets, leading to higher borrowing costs or, in some cases, the inability to obtain financing on terms that are acceptable to us, or at all. Any such failure to obtain additional financing could jeopardize our ability to repay, refinance or reduce debt obligations.

At maturity, the entire outstanding principal amount of the New Notes, together with accrued and unpaid interest, will become due and payable. We may not have the funds to fulfill these obligations or the ability to renegotiate these obligations.

The change of control triggering event provision in the indentures provides only limited protection against significant events that could negatively impact the value of the New Notes.

As described under “Description of the New Notes—Change of Control,” upon the occurrence of a change of control triggering event with respect to the New Notes, we will be required to offer to repurchase the New Notes at a repurchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any. Further, the definition of the term “change of control triggering event” is limited and does not cover a variety of transactions (such as certain acquisitions or recapitalizations) that could negatively impact the value of the New Notes. For a change of control triggering event to occur, there must be both a change of control and a ratings downgrade. As such, if we enter into a significant corporate transaction that negatively impacts the value of the New Notes, but which does not constitute a change of control triggering event, the holder would not have any rights to require us to repurchase the New Notes prior to their maturity or to otherwise seek any remedies. See “Description of the New Notes—Change of Control.”

We may not be able to repurchase the notes upon a change of control triggering event.

Holders of the New Notes may require us to repurchase their New Notes in certain events upon a “change of control” as defined under “Description of the New Notes—Change of Control” in this prospectus. There can be no assurance that we will have sufficient financial resources, or will be able to arrange sufficient financing, to pay the purchase price of the New Notes, particularly if a change of control triggers a similar repurchase requirement for, or results in the acceleration of, our other then-existing debt. In addition, our ability to repurchase the New Notes for cash may be limited by law, or by the terms of other agreements relating to our indebtedness outstanding at that time, including the Revolving Credit Facility. Our failure to repurchase the New Notes as required under the indentures governing the New Notes would result in a default under the indentures, which could have material adverse consequences for us and for holders of the New Notes. The terms of the Revolving Credit Facility would restrict us from purchasing any New Notes as a result of a change of control triggering event. In the event that a change of control triggering event occurs at a time when we are prohibited from purchasing the New Notes, we could seek the consent of our lenders and debt holders to permit the purchase of the New Notes or could attempt to refinance the borrowings that contain such prohibition. If we do not obtain such consent or repay such borrowings, we will remain prohibited from purchasing the New Notes. In such case, our failure to purchase the New Notes would constitute a default under each indenture.

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Redemption may adversely affect your return on the New Notes.

We have the right to redeem some or all of the New Notes prior to maturity, as described under “Description of the New Notes—Optional Redemption” in this prospectus. We may redeem the New Notes at times when prevailing interest rates may be relatively low. Accordingly, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the New Notes.

The subsidiary guarantees can be released under certain circumstances.

Each of the subsidiary guarantees may be released upon the occurrence of certain customary circumstances described in “Description of the New Notes—Note Guarantees” in this prospectus, including release as a guarantor under the Revolving Credit Facility. If the subsidiary guarantee of any subsidiary is released, then the New Notes will be effectively subordinated to any and all existing and future obligations of such subsidiary.

Our credit ratings may not reflect all risks of an investment in the New Notes.

The credit ratings assigned to the New Notes may not reflect the potential impact of all risks related to trading markets (if any) for, or trading value of, the New Notes. In addition, real or anticipated changes in our credit ratings will generally affect any trading market for, or trading value of, the New Notes. Accordingly, you should consult your own financial and legal advisors as to the risks entailed by an investment in the New Notes and the suitability of investing in the New Notes in light of your particular circumstances.

The guarantees may not be enforceable because of fraudulent conveyance laws.

The Guarantors’ guarantees of the New Notes may be subject to review under federal bankruptcy law or relevant state fraudulent conveyance laws if the Company or any Guarantor files a petition for bankruptcy or the Company’s creditors file an involuntary petition for bankruptcy against the Company or any Guarantor. Under these laws, if a court were to find that, at the time a Guarantor incurred debt (including debt represented by the guarantee), such Guarantor:

• incurred this debt with the intent of hindering, delaying or defrauding current or future creditors; or

• received less than reasonably equivalent value or fair consideration for incurring this debt, and the Guarantor:

• was insolvent or was rendered insolvent by reason of the related financing transactions;

• was engaged in, or about to engage in, a business or transaction for which its remaining assets constituted unreasonably small capital to carry on its business; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay these debts as they mature, as all of the foregoing terms are defined in or interpreted under the relevant fraudulent transfer or conveyance statutes;

then the court could void the guarantee or subordinate the amounts owing under the guarantee to the Guarantor’s presently existing or future debt or take other actions detrimental to you.

The measure of insolvency for purposes of the foregoing considerations will vary depending upon the law of the jurisdiction that is being applied in any such proceeding. Generally, an entity would be considered insolvent if, at the time it incurred the debt or issued the guarantee:

• it could not pay its debts or contingent liabilities as they become due;

• the sum of its debts, including contingent liabilities, is greater than its assets, at a fair valuation; or

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• the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts and liabilities, including contingent liabilities, as they become absolute and mature.

If a guarantee is voided as a fraudulent conveyance or found to be unenforceable for any other reason, you will not have a claim against that obligor and will only be the Company’s creditor or that of any Guarantor whose obligation was not set aside or found to be unenforceable. In addition, the loss of a guarantee will constitute an event of default under the indentures relating to the New Notes and the Revolving Credit Facility, as applicable, which events of default would allow the holders of New Notes or lenders under the Revolving Credit Facility, as applicable, to accelerate the amounts due and payable thereunder, and we may not have the ability to pay any such amounts.

The indentures governing the New Notes will contain a provision intended to limit each Guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being voided under fraudulent transfer law, or may eliminate the Guarantor’s obligations or reduce the Guarantor’s obligations to an amount that effectively makes the guarantee worthless. In a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees.

The trading prices for the New Notes will be directly affected by many factors, including our credit rating.

Credit rating agencies continually revise their ratings for companies they follow, including the Company. Any ratings downgrade could adversely affect the trading price of the New Notes, or the trading market for the New Notes, to the extent a trading market for the New Notes develops. The condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future and any fluctuation may impact the trading price of the New Notes.

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USE OF PROCEEDS

We will not receive any proceeds from the issuance of New Notes in the Exchange Offers. In consideration for issuing the applicable series of New Notes as contemplated by this prospectus, we will receive in exchange an equal principal amount of the corresponding series of Outstanding Notes. We will cancel all Outstanding Notes exchanged for New Notes in the Exchange Offers.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our historical ratios of earnings to fixed charges for the periods shown. This information should be read in conjunction with the information appearing elsewhere, or incorporated by reference, in this prospectus accompanying notes incorporated by reference in this prospectus and any prospectus supplement. For purposes of determining the ratio of earnings to fixed charges, earnings consist of income (loss) from continuing operations before income taxes, fixed charges and amortization of capitalized interest, less interest capitalized. Fixed charges consist of interest expensed and capitalized and an appropriate interest factor on operating leases.

	Three Months Ended March 31,		Fiscal Year Ended December 31,
	2015	2014	2014	2013	2012	2011	2010
Ratio of earnings to fixed charges	2.0	4.0	4.4	—  (a)	4.9	3.3	4.0

^(a)  For the year ended December 31, 2013, earnings were insufficient to cover fixed charges for such year by approximately $219.9 million. This was primarily due to $343.3 million of impairment and related charges for Coyote Springs, a large master planned community north of Las Vegas, Nevada. Under the terms of the Transaction Agreement, certain assets and liabilities of WRECO and its subsidiaries were excluded from the transaction and retained by Weyerhaeuser, including assets and liabilities relating to Coyote Springs.

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THE EXCHANGE OFFERS

General

When WRECO issued the Outstanding Notes on June 13, 2014, it entered into a Registration Rights Agreement with respect to each series of Outstanding Notes (together, the “Registration Rights Agreements”) with Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the initial purchasers of each series of Outstanding Notes (collectively, the “Initial Purchasers”). On the Merger Closing Date, we assumed WRECO’s obligations as issuer of the Outstanding Notes. Additionally, we and the Guarantors entered into joinder agreements to the Registration Rights Agreements, pursuant to which we and the Guarantors were joined as parties to the Registration Rights Agreements. Under the Registration Rights Agreements, we and the Guarantors agreed to:

• use our commercially reasonable efforts to file the registration statement of which this prospectus forms a part regarding the exchange of the New Notes and the related guarantees which will be registered under the Securities Act for the Outstanding Notes and the related guarantees;

• use our commercially reasonable efforts to cause the registration statement to be declared effective under the Securities Act and consummate the Exchange Offers not later than July 2, 2015;

• promptly commence the Exchange Offers upon the effectiveness of the registration statement; and

• keep the Exchange Offers open for not less than 20 business days.

For each Outstanding Note validly tendered pursuant to the Exchange Offers and not properly withdrawn by the holder thereof, the holder of such Outstanding Note will receive a New Note having a principal amount equal to that of the tendered Outstanding Note. Interest on each New Note will accrue from the last interest payment date on which interest was paid on the Outstanding Notes in exchange therefor. Under existing SEC no-action letter interpretations, the New Notes and the related guarantees will generally be freely transferable by holders other than affiliates of the Company or any Guarantor after the Exchange Offers without further registration under the Securities Act.

Shelf Registration

Under the Registration Rights Agreements, we and the Guarantors also agreed to use our commercially reasonable efforts to (i) file a shelf registration statement covering resales of the Outstanding Notes or the New Notes, as applicable, prior to July 2, 2015, (ii) cause the shelf registration statement to be declared effective under the Securities Act, and (iii) keep the shelf registration statement effective until the earlier of January 7, 2016 or the date on which all Outstanding Notes or New Notes, as applicable, covered by the shelf registration statement have been sold in the manner set forth in and as contemplated by the shelf registration statement, in the event that:

• applicable law or interpretations of the staff of the SEC do not permit the Company and the Guarantors to effect the Exchange Offer with respect to either series of Outstanding Notes;

• the Exchange Offer with respect to either series of Outstanding Notes is not consummated prior to July 2, 2015, unless such Outstanding Notes are earlier redeemed;

• any holder of Outstanding Notes is prohibited by law or SEC policy from participating in the Exchange Offer with respect to either series of Outstanding Notes, or in the case of any holder of Outstanding Notes who participates in the Exchange Offer with respect to either series of Outstanding Notes, does not receive New Notes with respect to such series of Outstanding Notes that may be sold without Securities Act restrictions on transfer or without delivering a prospectus (other than restrictions resulting solely by reason of the status of such holder of Outstanding Notes as an affiliate of the Company or any Guarantor);

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• the Initial Purchasers so request with respect to either series of Outstanding Notes that have, or that are reasonably likely to be determined to have, the status of unsold allotments in the original distribution of such Outstanding Notes; or

• any holder of Outstanding Notes that is a broker-dealer holds notes acquired directly from the Company or one of its affiliates.

In the event that a shelf registration statement is filed, we will use our commercially reasonable efforts to (i) provide to each holder of Outstanding Notes or New Notes, as applicable, for which such shelf registration statement was filed copies of the prospectus which forms a part of the shelf registration statement, (ii) notify each such holder of Outstanding Notes or New Notes, as applicable, when the shelf registration statement has been declared effective by the SEC, and (iii) take certain other actions as are required to permit unrestricted resales of the Outstanding Notes or New Notes, as applicable. A holder selling Outstanding Notes or New Notes, as applicable, under the shelf registration statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreements that are applicable to such holder (including certain indemnification obligations). In addition, each holder of Outstanding Notes or New Notes, as applicable, to be registered under the shelf registration statement will be required to deliver information to be used in connection with the shelf registration statement within the time period set forth in the applicable Registration Rights Agreement in order to have such holder’s Outstanding Notes or New Notes, as applicable, included in the shelf registration statement and to benefit from the provisions regarding additional interest set forth below.

Additional Interest

Under the Registration Rights Agreement, additional cash interest will accrue on the applicable series of Outstanding Notes or New Notes in the event that:

• the Exchange Offer with respect to either series of Outstanding Notes is not consummated on or prior to July 2, 2015, unless such Outstanding Notes are earlier redeemed; or

• the Company fails to file the shelf registration statement described above within the time period required by a Registration Rights Agreement, or such shelf registration statement is not declared effective within the time period required by such Registration Rights Agreement or is declared effective but thereafter ceases to be effective or useable (subject to certain exceptions) (each such event referred to in either of the bullet points above, a “Registration Default”).

The rate of such additional interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to any subsequent 90-day period up to a maximum amount of additional interest of 1.00% per annum, from and including the date on which any such Registration Default shall occur to, but excluding, the date on which all Registration Defaults with respect to any such series of Outstanding Notes or New Notes, as applicable, shall have been cured. Such interest will be computed ratably on the basis of twelve 30-day months.

Notwithstanding the foregoing, (i) the amount of additional interest payable shall not increase because more than one Registration Default has occurred and is pending, (ii) a holder of Outstanding Notes or Exchange Notes, as applicable, who is not entitled to the benefits of the shelf registration statement (e.g., such holder has not elected to include therein the requisite information referred to above) shall not be entitled to additional interest with respect to a Registration Default that pertains to the shelf registration statement, and (iii) the accrual of liquidated damages will cease following the cure of all Registration Defaults.

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The foregoing summary of certain provisions of the Registration Rights Agreements does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the Registration Rights Agreements, copies of which are filed as exhibits to our Registration Statement on Form S-4, of which this prospectus forms a part.

Terms of the Exchange Offers

This prospectus and the accompanying letter of transmittal together constitute the Exchange Offers. Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept for exchange Outstanding Notes that are properly tendered in the applicable Exchange Offer on or before the expiration date and are not withdrawn as permitted below. We have agreed to use commercially reasonable efforts to keep each Exchange Offer open for at least 20 business days from the date notice of the Exchange Offers is sent. The expiration date for each Exchange Offer is 5:00 p.m., New York City time, on             , 2015, or such later date and time to which we, in our sole discretion, extend one or both of Exchange Offers.

The form and terms of each series New Notes being issued in the Exchange Offers are the same as the form and terms of the corresponding series of Outstanding Notes, except that each series of New Notes being issued in the Exchange Offers:

• will have been registered under the Securities Act;

• will not bear restrictive legends restricting their transfer under the Securities Act; and

• will not contain the registration rights and additional interest provisions contained in the corresponding series of Outstanding Notes.

We expressly reserve the right, in our sole discretion:

• to extend the expiration date of one or both of the Exchange Offers;

• to delay accepting any tendered Outstanding Notes for exchange;

• to terminate one or both of the Exchange Offers and not accept Outstanding Notes for exchange if any of the conditions set forth below under “—Conditions to the Exchange Offers” have not been satisfied; and

• to amend one or both of the Exchange Offers in any manner.

We will give oral or written notice of any extension, delay, non-acceptance, termination or amendment to the exchange agent, trustee and holders as promptly as practicable by a public announcement, and in the case of an extension, no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. During an extension, all Outstanding Notes previously tendered will remain subject to the applicable Exchange Offer and may be accepted for exchange by us. Any Outstanding Notes not accepted for exchange for any reason will be returned without cost to the holder that tendered them as promptly as practicable after the expiration or termination of the applicable Exchange Offer.

Exchange Offer Procedures

When the holder of Outstanding Notes tenders and we accept Outstanding Notes for exchange, a binding agreement between us and the tendering holder is created, subject to the terms and conditions set forth in this prospectus and the accompanying letter of transmittal. Except as set forth below, a holder of Outstanding Notes who wishes to tender Outstanding Notes for exchange must, on or prior to the expiration date:

• transmit a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal, to U.S. Bank National Association, the exchange agent, at the address set forth below under the heading “—The Exchange Agent”; or

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• if Outstanding Notes are tendered pursuant to the book-entry procedures set forth below, the tendering holder must transmit an agent’s message to the exchange agent at the address set forth below under the heading “—The Exchange Agent.”

In addition, either:

• the exchange agent must receive the certificates for the Outstanding Notes and the letter of transmittal;

• the exchange agent must receive, prior to the expiration date, a timely confirmation of the book-entry transfer of the Outstanding Notes being tendered into the exchange agent’s applicable account at DTC, along with the letter of transmittal or an agent’s message; or

• the holder must comply with the guaranteed delivery procedures described below.

The term “agent’s message” means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry transfer, referred to as a “book-entry confirmation,” which states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such holder.

The method of delivery of the Outstanding Notes, the letter of transmittal and all other required documents is at the election and risk of the holder. If such delivery is by mail, we recommend registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. No letters of transmittal or Outstanding Notes should be sent directly to us.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the Outstanding Notes surrendered for exchange are tendered:

• by a holder of Outstanding Notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instruction” on the letter of transmittal; or

• for the account of an eligible institution.

An “eligible institution” is a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.

If signatures on a letter of transmittal or notice of withdrawal are required to be guaranteed, the guarantor must be an eligible institution. If Outstanding Notes are registered in the name of a person other than the signer of the letter of transmittal, the Outstanding Notes surrendered for exchange must be endorsed by, or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in our sole discretion, duly executed by the registered holder with the holder’s signature guaranteed by an eligible institution.

We will determine all questions as to the validity, form, eligibility, including time of receipt, and acceptance of Outstanding Notes tendered for exchange in our sole discretion. Our determination will be final and binding. We reserve the absolute right to:

• reject any and all tenders of any Outstanding Notes improperly tendered;

• refuse to accept any Outstanding Notes if, in our judgment or the judgment of our counsel, acceptance of such Outstanding Notes may be deemed unlawful; and

• waive any defects or irregularities or conditions of one or both of the Exchange Offers as to any particular Outstanding Notes either before or after the expiration date, including the right to waive the ineligibility of any class of holder who seeks to tender Outstanding Notes in one or both of the Exchange Offers.

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Our interpretation of the terms and conditions of the applicable Exchange Offer as to any particular Outstanding Notes either before or after the expiration date, including the letter of transmittal and the instructions to it, will be final and binding on all parties. Holders must cure any defects and irregularities in connection with tenders of Outstanding Notes for exchange within such reasonable period of time as we will determine, unless we waive such defects or irregularities. Neither we, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of Outstanding Notes for exchange, nor will any such persons incur any liability for failure to give such notification.

If a person or persons other than the registered holder or holders of the Outstanding Notes tendered for exchange signs the letter of transmittal, the tendered Outstanding Notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders that appear on the Outstanding Notes.

If trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity sign the letter of transmittal or any Outstanding Notes or any power of attorney, such persons should so indicate when signing, and you must submit proper evidence satisfactory to us of such person’s authority to so act unless we waive this requirement.

By tendering Outstanding Notes, each holder will represent to us that, among other things: (i) the person acquiring the corresponding New Notes in the applicable Exchange Offer is acquiring them in the ordinary course of its business, whether or not such person is the holder; (ii) neither the holder nor such other person has any arrangement or understanding with any person to participate in the public distribution (within the meaning of the Securities Act) of such New Notes in violation of the provisions of the Securities Act; (iii) neither the holder nor such other person is an “affiliate” (as defined in Rule 405 under the Securities Act) of the Company or any Guarantor, or if the holder or such other person is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of New Notes to the extent applicable; and (iv) if such holder or such other person is a broker-dealer that will receive New Notes for its own account in exchange for Outstanding Notes acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any resale of such New Notes.

If any holder or any such other person is an affiliate of the Company or any Guarantor, or is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a public distribution of the New Notes, or is broker-dealer who purchased Outstanding Notes from us to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act, such holder or any such other person:

• may not rely on the applicable interpretations of the staff of the SEC; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer that receives New Notes for its own account in exchange for Outstanding Notes, where such Outstanding Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it may be a statutory underwriter and that it will deliver a prospectus in connection with any resale of such New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Acceptance of Outstanding Notes for Exchange; Delivery of New Notes Issued in the Exchange Offers

Upon satisfaction or waiver of all of the conditions to the each Exchange Offer, we will accept, promptly after the expiration date, all properly tendered Outstanding Notes of the applicable series and will issue New Notes of the corresponding series registered under the Securities Act. For purposes of each Exchange Offer, we will be deemed to have accepted properly tendered Outstanding Notes for exchange when, as and if we have given oral or written notice to the exchange agent, with written confirmation of any oral notice to be given promptly thereafter. See “The Exchange Offers—Conditions to the Exchange Offers” for a discussion of the conditions that must be satisfied before we accept any Outstanding Notes for exchange.

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For each Outstanding Note accepted for exchange, the holder will receive a New Note of the corresponding series registered under the Securities Act having a principal amount equal to, and in the denomination of, that of the surrendered Outstanding Note. Accordingly, registered holders of New Notes on the relevant record date for the first interest payment date following the consummation of the applicable Exchange Offer will receive interest accruing from the most recent date to which interest has been paid on the corresponding series of Outstanding Notes. Outstanding Notes that we accept for exchange will cease to accrue interest from and after the date of consummation of the applicable Exchange Offer, and holders whose Outstanding Notes are exchanged for the corresponding series of New Notes will not receive a payment in respect of interest accrued but unpaid on such Outstanding Notes from the most recent interest payment date up to but excluding the settlement date. Under the Registration Rights Agreements, we may be required to make additional payments in the form of additional interest to the holders of the Outstanding Notes or New Notes, as applicable, under circumstances relating to the timing of the Exchange Offers, as discussed above.

In all cases, we will issue New Notes in each Exchange Offer for Outstanding Notes of the corresponding series that are accepted for exchange only after the exchange agent timely receives:

• certificates for such Outstanding Notes or a timely book-entry confirmation of such Outstanding Notes into the exchange agent’s applicable account at DTC;

• a properly completed and duly executed letter of transmittal or an agent’s message; and

• all other required documents.

If for any reason set forth in the terms and conditions of the Exchange Offers we do not accept tendered Outstanding Notes, or if a holder submits Outstanding Notes for a greater principal amount than the holder desires to exchange, we will return such unaccepted or non-exchanged Outstanding Notes without cost to the tendering holder. In the case of Outstanding Notes tendered by book-entry transfer into the exchange agent’s applicable account at DTC, such non-exchanged Outstanding Notes will be credited to an account maintained with DTC. We will return the Outstanding Notes or have them credited to DTC as promptly as practicable after the expiration or termination of the applicable Exchange Offer.

Book-Entry Transfers

The exchange agent will make a request to establish an account at DTC for purposes of each Exchange Offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC’s system must make book-entry delivery of Outstanding Notes denominated in dollars by causing DTC to transfer the Outstanding Notes into the exchange agent’s applicable account at DTC in accordance with DTC’s procedures for transfer. Such participant should transmit its acceptance to DTC on or prior to the expiration date or comply with the guaranteed delivery procedures described below. DTC will verify such acceptance, execute a book-entry transfer of the tendered Outstanding Notes into the exchange agent’s applicable account at DTC and then send to the exchange agent confirmation of such book-entry transfer. The confirmation of such book-entry transfer will include an agent’s message confirming that DTC has received an express acknowledgment from such participant that such participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such participant. However, either the letter of transmittal or facsimile thereof or an agent’s message, as applicable, with any required signature guarantees and any other required documents, must:

• be transmitted to and received by the exchange agent at the address set forth below under “—The Exchange Agent” on or prior to the expiration date; or

• comply with the guaranteed delivery procedures described below.

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Guaranteed Delivery Procedures

If a holder of Outstanding Notes desires to tender such notes in the applicable Exchange Offer and the holder’s Outstanding Notes are not immediately available, or time will not permit such holder’s Outstanding Notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender of such Outstanding Notes may be effected if:

• the holder tenders the Outstanding Notes through an eligible institution;

• prior to the expiration date, the exchange agent receives from such eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form we have provided, by facsimile transmission, mail or hand delivery, setting forth the name and address of the holder of the Outstanding Notes being tendered and the amount of the Outstanding Notes being tendered. The notice of guaranteed delivery will state that the tender of such Outstanding Notes is being made and guarantee that within three business days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered Outstanding Notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal or agent’s message with any required signature guarantees and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

• the exchange agent receives the certificates for all physically tendered Outstanding Notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal or agent’s message with any required signature guarantees and any other documents required by the letter of transmittal, within three business days after the date of execution of the notice of guaranteed delivery.

Withdrawal Rights

You may withdraw any Outstanding Notes that you tender for exchange at any time prior to 5:00 p.m., New York City time, on the expiration date. For a withdrawal to be effective, you must send a written notice of withdrawal to the exchange agent at the address set forth below under “—The Exchange Agent.” Any such notice of withdrawal must:

• specify the name of the person having tendered the Outstanding Notes to be withdrawn;

• identify the Outstanding Notes to be withdrawn, including the principal amount of such Outstanding Notes; and

• if certificates for such Outstanding Notes have been transmitted, specify the name in which the Outstanding Notes are registered, if different from that of the withdrawing holder.

If certificates for withdrawn Outstanding Notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution unless such holder is an eligible institution. If Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Outstanding Notes and otherwise comply with the procedures of such facility. We will determine all questions as to the validity, form and eligibility, including time of receipt, of such notices and our determination will be final and binding on all parties. Any tendered Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the applicable Exchange Offer. Any Outstanding Notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the holder of those Outstanding Notes without cost to the holder. In the case of Outstanding Notes tendered by book-entry transfer into the exchange agent’s applicable account at DTC, the withdrawn Outstanding Notes will be credited to an account maintained with DTC for such Outstanding Notes. The Outstanding Notes will be returned or credited to this account promptly after withdrawal, rejection of tender or termination of the applicable Exchange Offer. Properly withdrawn Outstanding Notes may be re-tendered by following one of the procedures described under “—Exchange Offer Procedures” at any time on or prior to 5:00 p.m., New York City time, on the expiration date.

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Conditions to the Exchange Offers

We are not required to accept for exchange, or to issue corresponding New Notes in the applicable Exchange Offer for, any tendered Outstanding Notes. We may terminate or amend either or both of the Exchange Offers at any time before the acceptance of the applicable Outstanding Notes for exchange if:

• the applicable Exchange Offer would violate any applicable federal law, statute, rule or regulation or any applicable interpretation of the staff of the SEC;

• any action or proceeding is instituted or threatened in any court or by or before any governmental agency challenging the applicable Exchange Offer or that we believe might be expected to prohibit or materially impair our ability to proceed with the applicable Exchange Offer;

• any stop order is threatened or in effect with respect to either (1) the registration statement of which this prospectus forms a part or (2) the qualification of the indentures governing the New Notes under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”);

• any law, rule or regulation is enacted, adopted, proposed or interpreted that we believe might be expected to prohibit or impair our ability to proceed with the applicable Exchange Offer or to materially impair the ability of holders generally to receive freely tradable New Notes in the applicable Exchange Offer. See “The Exchange Offers—Consequences of Failure to Exchange Outstanding Notes”;

• any change or a development involving a prospective change in our business, properties, assets, liabilities, financial condition, operations or results of operations taken as a whole, that is or may be adverse to us;

• any declaration of war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or the worsening of any such condition that existed at the time that we commence the applicable Exchange Offer; or

• we become aware of facts that, in our reasonable judgment, have or may have adverse significance with respect to the value of the Outstanding Notes or the New Notes to be issued in the applicable Exchange Offer.

The preceding conditions are for our sole benefit and we may assert them regardless of the circumstances giving rise to any such condition. We may waive the preceding conditions in whole or in part at any time and from time to time in our sole discretion. If we do so, the applicable Exchange Offer will remain open for at least five business days following any waiver of the preceding conditions. Our failure at any time to exercise the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed an ongoing right which we may assert at any time and from time to time.

The Exchange Agent

U.S. Bank National Association has been appointed as exchange agent for the Exchange Offers. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for the notice of guaranteed delivery or the notice of withdrawal to the exchange agent addressed as follows:

To: U.S. Bank National Association (as “Exchange Agent”)

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By Mail or In Person:

U.S. Bank National Association

Attention: Specialized Finance - Nikki Her

111 Filmore Avenue

St. Paul, MN 55107-1402

By Email or Facsimile Transmission (for Eligible Institutions Only):

Email: cts.specfinance@usbank.com

Fax: (651) 466-7367

For Information and to Confirm by Telephone:

(800) 934-6802

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SHOWN ABOVE OR TRANSMISSION VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF THE LETTER OF TRANSMITTAL.

Fees and Expenses

We will not make any payment to brokers, dealers or others soliciting acceptance of the Exchange Offers except for reimbursement of mailing expenses. We will pay the cash expenses to be incurred by us in connection with the Exchange Offers, including:

• the SEC registration fee;

• fees and expenses of the exchange agent and the Trustee;

• accounting and legal fees;

• printing fees; and

• other related fees and expenses.

Transfer Taxes

Holders who tender Outstanding Notes for exchange will not be obligated to pay any transfer taxes in connection with the exchange. If, however, New Notes of the corresponding series issued in the applicable Exchange Offer are to be delivered to, or are to be issued in the name of, any person other than the holder of the applicable Outstanding Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of such Outstanding Notes in connection with the applicable Exchange Offer, then the holder must pay any of these transfer taxes, whether imposed on the registered holder or on any other person, will be payable by the tendering holder. If satisfactory evidence of payment of, or exemption from, these taxes is not submitted with the letter of transmittal, the amount of these transfer taxes will be billed directly to the tendering holder.

Consequences of Failure to Exchange Outstanding Notes

Holders who desire to tender their Outstanding Notes in exchange for New Notes of the corresponding series that have been registered under the Securities Act should allow sufficient time to ensure timely delivery. Neither the exchange agent nor we are under any duty to give notification of defects or irregularities with respect to the tenders of Outstanding Notes for exchange.

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Outstanding Notes that are not tendered or are tendered but not accepted will, following the consummation of the applicable Exchange Offer, continue to be subject to the provisions in the applicable indenture governing such Outstanding Notes regarding the transfer and exchange of such Outstanding Notes and the existing restrictions on transfer set forth in the legend on such Outstanding Notes and in the offering memorandum dated June 4, 2014, relating to such Outstanding Notes. In general, such Outstanding Notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

Except in limited circumstances with respect to specific types of holders of Outstanding Notes, upon completion of the applicable Exchange Offer, holders of the Outstanding Notes will not be entitled to any further rights under the Registration Rights Agreement, including any right to require us or the Guarantors to register any Outstanding Notes or to pay the additional interest that we and the Guarantors agreed to pay holders of the Outstanding Notes if we failed to timely complete the Exchange Offers. We do not currently anticipate that we will take any action to register the Outstanding Notes under the Securities Act or under any state securities laws.

Holders of New Notes issued in the applicable Exchange Offer and any Outstanding Notes of the corresponding series that remain outstanding after consummation of the applicable Exchange Offer will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the applicable indenture.

Consequences of Exchanging Outstanding Notes

Based on interpretations of the staff of the SEC, as set forth in no-action letters to third parties, we believe that the New Notes may be offered for resale, resold or otherwise transferred by holders of those New Notes, other than by any holder that is an “affiliate” of ours within the meaning of Rule 405 under the Securities Act. The New Notes may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

• the New Notes issued in the applicable Exchange Offer are acquired in the ordinary course of the holder’s business; and

• the holder, other than a broker-dealer, is not participating, does not intend to participate and has no arrangement or understanding with any person to participate in the distribution of the New Notes issued in the applicable Exchange Offer.

The SEC has not considered either of these Exchange Offers in the context of a no-action letter and we cannot guarantee that the staff of the SEC would make a similar determination with respect to either of these Exchange Offers as in such other circumstances.

If any of these conditions are not satisfied and a holder transfers any New Notes issued to such holder in the applicable Exchange Offer without delivering a proper prospectus or without qualifying for a registration exemption, such holder may incur liability under the Securities Act. We will not be responsible for or indemnify any such holder against any liability that any such holder may incur.

By tendering Outstanding Notes, each holder will represent to us that, among other things:

• the person acquiring the corresponding New Notes in the applicable Exchange Offer is acquiring them in the ordinary course of its business, whether or not such person is the holder;

• neither the holder nor such other person has any arrangement or understanding with any person to participate in the public distribution (within the meaning of the Securities Act) of such New Notes in violation of the provisions of the Securities Act;

• neither the holder nor such other person is an “affiliate” (as defined in Rule 405 under the Securities Act) of the Company or any Guarantor, or if the holder or such other person is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of New Notes to the extent applicable;

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• if such holder or such other person is a broker-dealer that will receive New Notes for its own account in exchange for Outstanding Notes acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any resale of such New Notes.

If any holder or any such other person is an affiliate of the Company or any Guarantor, or is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a public distribution of the New Notes, such holder or any such other person:

• may not rely on the applicable interpretations of the staff of the SEC; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer that receives New Notes for its own account in exchange for Outstanding Notes of the corresponding series must acknowledge that:

• such Outstanding Notes were acquired by such broker-dealer as a result of market-making or other trading activities; and

• it may be a statutory underwriter and it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such New Notes, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of such New Notes.

The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Furthermore, any broker-dealer that acquired any of its Outstanding Notes directly from us:

• may not rely on the applicable interpretation of the SEC staff’s position contained in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1989), Morgan, Stanley & Co., Incorporated, SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1983); and

• must also be named as a selling holder of the New Notes of the corresponding series issued in the applicable Exchange Offer in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.

In addition, to comply with state securities laws of certain jurisdictions, New Notes issued in the Exchange Offers may not be offered or sold in any state unless they have been registered or qualified for sale in such state or an exemption from registration or qualification is available and complied with by the holders selling such New Notes.

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DESCRIPTION OF THE NEW NOTES

You can find the definitions of certain terms used in this Description of the New Notes under “—Certain Definitions.” In this description, references to (i) “TPH” refer only to TRI Pointe Homes, Inc. and not to TRI Pointe Holdings, Inc. (f/k/a Weyerhaeuser Real Estate Company) (“WRECO”) or any of TPH’s other Subsidiaries and (ii) the “Issuer,” prior to the consummation of the Combination and the execution of the supplemental indentures related to each series of notes by TPH, refers only to WRECO and not to any of its Subsidiaries and upon the consummation of the Combination and execution of the supplemental indentures related to each series of notes by TPH, refers only to TPH and not any of its Subsidiaries. The term “2019 notes” refers to the Issuer’s 4.375% senior notes due 2019, including the New 2019 Notes, the Outstanding 2019 Notes (to the extent not exchanged for New 2019 Notes) and any additional notes issued under an indenture from time to time (the “2019 Additional Notes”). The term “2024 notes” refers to the Issuer’s 5.875% senior notes due 2024, including the New 2024 Notes, the Outstanding 2024 Notes (to the extent not exchanged for New 2024 Notes) and any additional notes issued under an indenture from time to time (the “2024 Additional Notes” and together with the 2019 Additional Notes, the “Additional Notes”). We refer to the New Notes and the Outstanding Notes (to the extent not exchanged for New Notes) in this description as the “notes.”

The terms of each series of New Notes are substantially identical to the terms of the corresponding series of Outstanding Notes, except that each series of New Notes will be registered under the Securities Act and certain transfer restrictions, registration rights and related additional interest provisions applicable to the corresponding series of Outstanding Notes will not apply to the applicable series of New Notes.

The New 2019 Notes will be issued under the indenture dated as of June 13, 2014, between the Issuer and U.S. Bank National Association, as trustee (the “2019 Trustee”), as supplemented by the first supplemental indenture dated as of July 7, 2014 and the second supplemental indenture dated as of July 7, 2014 (as so supplemented, the “2019 Indenture”), and the New 2024 Notes will be issued under the indenture dated as of June 13, 2014, between the Issuer and U.S. Bank National Association, as trustee (the “2024 Trustee” and together with the 2019 Trustee, the “Trustees”) as supplemented by the first supplemental indenture dated as of July 7, 2014 and the second supplemental indenture dated as of July 7, 2014 (as so supplemented, the “2024 Indenture” and together with the 2019 Indenture, the “indentures”). The terms of the notes will include those stated in the applicable indenture and those made part of such indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

The following description is a summary of the material provisions of the notes and the indentures. It does not purport to be a complete description of such documents and is subject to the detailed provisions of, and qualified in its entirety by reference to these documents. You are urged to read the indentures because they, and not this description, define your rights as holders of each series of notes. You may request a copy of the indentures by following the procedures outlined under the caption “Where You Can Find More Information.”

Principal, Maturity and Interest

The Issuer will issue (i) a total of up to $450 million in aggregate principal amount of New 2019 Notes and (ii) a total of up to $450 million in aggregate principal amount of New 2024 Notes in the Exchange Offers. The New 2019 Notes will mature on June 15, 2019 and the New 2024 Notes will mature on June 15, 2024.

The New 2019 Notes bear interest at the rate of 4.375 % per annum, payable on June 15 and December 15 of each year, commencing on             , 2015, to holders of record at the close of business on June 1 or December 1, as the case may be, immediately preceding the relevant interest payment date.

The New 2024 Notes bear interest at the rate of 5.875% per annum, payable on June 15 and December 15 of each year, commencing on             , 2015, to holders of record at the close of business on June 1 or December 1, as the case may be, immediately preceding the relevant interest payment date.

Interest on each series of notes will be computed on the basis of a 360-day year of twelve 30-day months.

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Each series of notes will be issued in registered form, without coupons, and in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The Issuer may issue an unlimited amount of Additional Notes of each series having identical terms and conditions to the applicable series of notes being issued in the Exchange Offers (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such Additional Notes and, if applicable, restrictions on transfer of such Additional Notes). Each series of Additional Notes will be part of the same issue as the applicable series of notes being issued in the Exchange Offers and will vote on all matters as one class with the Outstanding Notes of such series and the New Notes of such series, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the applicable series of existing notes unless such Additional Notes are fungible with such existing notes for U.S. federal income tax purposes.

Methods of Receiving Payments on the Notes

If a holder of a particular series of notes has given wire transfer instructions to the Issuer at least ten business days prior to the applicable payment date, the Issuer will make all payments on such holder’s notes in accordance with those instructions. Otherwise, payments on each series of notes will be made at the office or agency of the paying agent and registrar for each series of notes within the City and State of New York unless the Issuer elects to make interest payments by check mailed to the holders of such series of notes at their addresses set forth in the register of holders.

Ranking

The notes are general unsecured obligations of the Issuer. The notes rank senior in right of payment to all future obligations of the Issuer that are, by their terms, expressly subordinated in right of payment to the notes and pari passu in right of payment with each other and all existing and future unsecured obligations of the Issuer (including obligations under the Credit Agreement) that are not so subordinated. Each note guarantee is a general unsecured obligation of the Guarantor thereof and ranks senior in right of payment to all future obligations of such Guarantor that are, by their terms, expressly subordinated in right of payment to such note guarantee and pari passu in right of each other and payment with all existing and future unsecured obligations of such Guarantor that are not so subordinated.

The notes and each note guarantee are effectively subordinated to secured Indebtedness of the Issuer and the applicable Guarantor to the extent of the value of the assets securing such Indebtedness. Although the indentures contain limitations on the amount of additional Secured Debt that the Issuer and the Subsidiaries may incur, under certain circumstances, the amount of this Indebtedness could be substantial. See “—Certain Covenants—Restrictions on Secured Debt.”

Note Guarantees

TPH’s obligations under the notes are guaranteed, jointly and severally, by the Guarantors. As of the date of issuance of the New Notes, all of the Issuer’s Subsidiaries (including WRECO) will be “Restricted Subsidiaries.” Under the circumstances described below in the definition of “Unrestricted Subsidiaries,” the Issuer will be permitted to designate certain of its Subsidiaries as “Unrestricted Subsidiaries.” The Issuer’s Unrestricted Subsidiaries will not be subject to any of the restrictive covenants in the indentures and will not guarantee the notes. See “Risk Factors—Risks Related to the New Notes—The New Notes and the related guarantees will be unsecured and effectively subordinated to the existing and future secured indebtedness of the Company and the Guarantors and structurally subordinated to any future indebtedness and other liabilities of our subsidiaries that do not guarantee the notes.”

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The obligations of each Guarantor under its note guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its note guarantee or pursuant to its contribution obligations under each indenture, result in the obligations of such Guarantor under its note guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. However, this provision may not be effective to protect the subsidiary guarantees from being voided under fraudulent conveyance law. Each Guarantor that makes a payment for distribution under its note guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on adjusted net assets of each Guarantor.

In the event (i) of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or, otherwise, or a sale or other disposition of all of the Equity Interests of any Guarantor then held by the Issuer and the Restricted Subsidiaries to any Person other than the Issuer or a Restricted Subsidiary, (ii) any Guarantor merges with and into the Issuer or another Guarantor, with the Issuer or such other Guarantor surviving such merger, (iii) any Guarantor is designated as an Unrestricted Subsidiary, in accordance with the Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by the Indenture, (iv) any Guarantor ceases to guarantee any Indebtedness of the Issuer or any other Guarantor which gave rise to such Guarantor guaranteeing the Notes, except as a result of a discharge or release by or as a result of payment under such guarantee of such Indebtedness, (v) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described under “—Legal Defeasance and Covenant Defeasance” or (vi) all obligations under the Indenture are discharged in accordance with the terms of the Indenture as described under “—Satisfaction and Discharge,” then, in each such case, such Guarantor will be released and relieved of any obligations under its guarantee.

Optional Redemption

2019 Notes

The Issuer may, at its option, redeem the 2019 notes in whole at any time or in part from time to time, on at least 30 but not more than 60 days’ prior notice, at a redemption price equal to the greater of:

• 100% of the principal amount of the 2019 notes being redeemed, or

• the sum of the present values of the Remaining Scheduled Payments on the 2019 notes being redeemed, discounted to the date of redemption, on a semiannual basis, at the Treasury Rate plus 50 basis points (0.50%).

The Issuer will also pay accrued interest on the 2019 notes being redeemed to the date of redemption. In determining the redemption price and accrued interest, interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

2024 Notes

The Issuer may, at its option, redeem the 2024 notes in whole at any time or in part from time to time, on at least 30 but not more than 60 days’ prior notice, at a redemption price equal to the greater of:

• 100% of the principal amount of the 2024 notes being redeemed, or

• the sum of the present values of the Remaining Scheduled Payments on the 2024 notes being redeemed, discounted to the date of redemption, on a semiannual basis, at the Treasury Rate plus 50 basis points (0.50%).

The Issuer will also pay accrued interest on the 2024 notes being redeemed to the date of redemption. In determining the redemption price and accrued interest, interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

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“Comparable Treasury Issue” means the United States Treasury security selected by at least two Reference Treasury Dealers as having a maturity comparable to the remaining term of the applicable series of notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the applicable series of notes.

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (ii) if such release (or any successor release) is not published or does not contain such price on such Business Day, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if fewer than four such Reference Treasury Dealer Quotations are provided to the trustee, the average of all such quotations.

“Reference Treasury Dealer” means (i) Citigroup Global Markets Inc. and its successors; (ii) Deutsche Bank Securities Inc. and its successors and (iii) any other Primary Treasury Dealer(s) selected by the Issuer; provided, however, that, if either of the foregoing in clauses (i) and (ii) ceases to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Issuer will substitute another Primary Treasury Dealer.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by the Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

“Remaining Scheduled Payments” means, with respect to any applicable series of notes, the remaining scheduled payments of the principal (or of the portion) thereof to be redeemed and interest thereon that would be due after the related redemption date of such notes but for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such notes, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Issuer may acquire notes in either series by means other than a redemption, whether pursuant to an issuer tender offer, open market purchase or otherwise, so long as the acquisition does not otherwise violate the terms of the applicable indenture.

Selection and Notice of Redemption

In the event that less than all of the notes of either series are to be redeemed at any time pursuant to an optional redemption, selection of such series of notes for redemption will be made by the Trustee under the applicable indenture in compliance with the requirements of the principal national securities exchange, if any, on which such notes are listed or, if such notes are not then listed on a national security exchange, on a pro rata basis, by lot or by such method as the trustee shall deem fair and appropriate; provided, however, that no notes of a principal amount of $2,000 or less shall be redeemed in part.

A notice of redemption may state that the redemption is conditioned upon the occurrence of other events, and will be mailed by first-class mail (or delivered electronically in accordance with the procedures of The Depository Trust Company) at least 30 but not more than 60 days before the date of redemption to each holder of such notes to be redeemed at its registered address. If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of the note to be redeemed. A new note in a principal amount equal to the unredeemed portion of such note will be issued in the name of the holder of such note upon cancellation of the original note. On and after the date of redemption, interest will cease to accrue on notes or portions thereof

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called for redemption so long as the Issuer has deposited with the paying agent for such notes funds in satisfaction of the redemption price applicable to such notes (including accrued and unpaid interest on such notes to be redeemed) pursuant to the indenture related to such notes.

Change of Control

Upon the occurrence of a Change of Control Triggering Event, each holder in each series of notes will have the right to require that the Issuer purchase that holder’s notes for a cash price (the “Change of Control Purchase Price”) equal to 101% of the principal amount of the notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase.

Within 30 days following a Change of Control Triggering Event, the Issuer will mail, or caused to be mailed, to the holders of each series of notes a notice:

(1) describing the transaction or transactions that constitute the Change of Control;

(2) offering to purchase, pursuant to the procedures required by each indenture and described in the notice, on a date specified in the notice (which shall be a business day not earlier than 30 days nor later than 60 days from the date the notice is mailed) and for the Change of Control Purchase Price, all notes under such indenture properly tendered by such holder pursuant to such change of control offer; and

(3) describing the procedures that holders must follow to accept the change of control offer.

The change of control offer is required to remain open for at least 20 business days or for such longer period as is required by law.

The Issuer will publicly announce the results of the change of control offer on or as soon as practicable after the date of purchase.

If a change of control offer is made, there can be no assurance that the Issuer will have available funds sufficient to pay for all or any of the notes of either series that might be delivered by holders seeking to accept the change of control offer. In addition, there can be no assurance that in the event of a Change of Control Triggering Event the Issuer will be able to obtain the consents necessary to consummate a change of control offer from the lenders under agreements governing outstanding Indebtedness which may prohibit the offer.

The provisions described above that require the Issuer to make a change of control offer following a Change of Control Triggering Event will be applicable regardless of whether any other provisions of either indenture are applicable. Except as described above with respect to a Change of Control Triggering Event, neither indenture contains provisions that permit the holders of any series of notes to require that the Issuer purchase or redeem any notes in the event of a takeover, recapitalization or similar transaction.

The Issuer’s obligation to make a change of control offer will be satisfied if a third party makes the change of control offer in the manner and at the times and otherwise in compliance with the requirements applicable to a change of control offer made by the Issuer and purchases all notes properly tendered and not withdrawn under the change of control offer.

A “Change of Control” includes certain sales of all or substantially all of the assets of the Issuer and the Subsidiaries. The phrase “all or substantially all” as used in the indentures (including as set forth under “—Certain Covenants—Limitations on Mergers, Consolidations, Etc.” below) varies according to the facts and circumstances of the subject transaction, has no clearly established meaning under New York law (which governs each indenture) and is subject to judicial interpretation. Accordingly, in certain circumstances there may be a degree of uncertainty in ascertaining whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Issuer, and therefore it may be unclear as to whether a Change of Control has occurred and whether the holders have the right to require the Issuer to purchase notes of either series.

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The Issuer will comply with applicable tender offer rules, including the requirements of Rule 14e-l under the Exchange Act and any other applicable laws and regulations in connection with the purchase of notes pursuant to a change of control offer. To the extent that the provisions of any securities laws or regulations conflict with the “Change of Control” provisions of either indenture, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the “Change of Control” provisions of either indenture by virtue of this compliance.

Certain Covenants

In connection with the notes, the Issuer has not agreed to any financial covenants or any restrictions on the payment of dividends or the issuance or repurchase of the Issuer’s securities. The Issuer has agreed to no covenants or other provisions to protect holders of any series of notes in the event of a highly leveraged transaction, other than with respect to certain change in control transactions. See “— Change of Control.”

Restrictions on Secured Debt

The indentures provide that the Issuer will not, and will not cause or permit a Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt unless the notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit (and there shall be no obligation to equally and ratably secure the notes upon) the creation, incurrence, assumption or guarantee of Secured Debt which is secured by:

(1) Liens on model homes, homes held for sale, homes that are under contract for sale, homes under development, contracts for the sale of homes and/or land (improved or unimproved), land (improved or unimproved), manufacturing plants, warehouses or office buildings and fixtures and equipment located thereat, or thereon;

(2) Liens on property at the time of its acquisition by the Issuer or a Restricted Subsidiary, including Capitalized Lease Obligations and purchase money obligations, which Liens secure obligations assumed by the Issuer or a Restricted Subsidiary, or Liens on assets of a Person, in each case, existing at the time such property or Person is acquired or merged with or into or consolidated with the Issuer or any such Restricted Subsidiary (and, in each case, not created in anticipation or contemplation thereof);

(3) Liens arising from conditional sales agreements or title retention agreements with respect to property acquired by the Issuer or a Restricted Subsidiary;

(4) Liens incurred in connection with pollution control, industrial revenue, water, sewage or public improvement bonds or any similar bonds, or in connection with any agreements for the funding of infrastructure, including in respect of the issuance of community facility district bonds, metro district bonds, mello-roos bonds and subdivision improvement bonds, and similar bonds, in each case, arising in the ordinary course of business;

(5) any right of a lender or lenders to which the Issuer or a Restricted Subsidiary may be indebted to offset against, or appropriate and apply to the payment of such, Indebtedness any and all balances, credits, deposits, accounts or money of the Issuer or a Restricted Subsidiary with or held by such lender or lenders or its affiliates in the ordinary course of business;

(6) Liens securing Indebtedness of a Restricted Subsidiary owed to the Issuer or to a Wholly Owned Restricted Subsidiary of the Issuer or Liens securing the Issuer’s Indebtedness owing to a Guarantor; or

(7) Liens securing Indebtedness in an aggregate principal amount not to exceed $100.0 million at any one time outstanding.

Additionally, such permitted Secured Debt includes any amendment, restatement, supplement, renewal, replacement, extension or refunding in whole or in part, of Secured Debt permitted at the time of the original incurrence thereof.

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In addition, the Issuer and its Restricted Subsidiaries may create, incur, assume or guarantee Secured Debt, without equally or ratably securing the notes, if immediately thereafter the sum of (i) the aggregate principal amount of all Secured Debt outstanding (excluding (a) Secured Debt permitted under clauses (1) through (7) above and (b) any Secured Debt in relation to which the notes have been equally and ratably secured) and (ii) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1), (2) and (3) under “— Restrictions on Sale and Leaseback Transactions”) as of the date of determination would not exceed 20% of Consolidated Net Tangible Assets.

The provisions described above with respect to limitations on Secured Debt are not applicable to Non-Recourse Land Financing by virtue of the definition of Secured Debt, and will not restrict or limit the Issuer’s or its Restricted Subsidiaries’ ability to create, incur, assume or guarantee any unsecured Indebtedness, or of any subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness.

Restrictions on Sale and Leaseback Transactions

The indentures provide that the Issuer will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction, unless:

(1) notice is promptly given to each Trustee of the Sale and Leaseback Transaction;

(2) fair value is received by the Issuer or the relevant Restricted Subsidiary for the property sold (as determined in good faith pursuant to a resolution of the Board of Directors of the Issuer delivered to each Trustee); and

(3) the Issuer or such Restricted Subsidiary, within 365 days after the completion of the Sale and Leaseback Transaction, applies an amount equal to the net proceeds therefrom either:

• to the redemption, repayment or retirement of debt securities of any series under either indenture (including the cancellation by the applicable Trustee of any debt securities of any series delivered by the Issuer to the applicable Trustee) or Senior Indebtedness of the Issuer, or

• to the purchase by the Issuer or any Restricted Subsidiary of the Issuer of property substantially similar to the property sold or transferred.

In addition, the Issuer and its Restricted Subsidiaries may enter into a Sale and Leaseback Transaction if immediately thereafter the sum of (i) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (7) described in “—Restrictions on Secured Debt,” above or Secured Debt in relation to which the notes have been equally and ratably secured) and (ii) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1), (2) and (3) above) as of the date of determination would not exceed 20% of Consolidated Net Tangible Assets.

Limitations on Mergers, Consolidations, Etc.

The Issuer will not, directly or indirectly, in a single transaction or a series of related transactions, (i) consolidate or merge with or into (other than a merger that satisfies the requirements of clause (1) below with a Wholly Owned Restricted Subsidiary solely for the purpose of changing the Issuer’s jurisdiction of incorporation to another State of the United States), or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Issuer or the Issuer and its Restricted Subsidiaries (taken as a whole) or (ii) adopt a plan of liquidation unless, in either case:

(1) either:

(a) the Issuer will be the surviving or continuing Person; or

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(b) the Person formed by or surviving such consolidation or merger or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a plan of liquidation, any Person to which assets are transferred) (collectively, the “Successor”) is a corporation or limited liability company organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor expressly assumes, by a supplemental indenture in form and substance satisfactory to each Trustee, all of the obligations of the Issuer under both series of notes, the indentures and the Registration Rights Agreements; provided that at any time the Successor is a limited liability company, there shall be a co-issuer of the notes that is a corporation; and

(2) immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1)(b) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default shall have occurred and be continuing.

Except as provided in the third paragraph under the caption “—Note Guarantees,” no Guarantor may transfer all or substantially all of its assets to, consolidate with or merge with or into another Person, whether or not affiliated with such Guarantor, unless:

(1) either:

(a) such Guarantor will be the surviving or continuing Person; or

(b) the Person formed by or surviving any such consolidation or merger assumes, by supplemental indenture in form and substance satisfactory to each Trustee, all of the obligations of such Guarantor under the note guarantee of such Guarantor, the indentures and the Registration Rights Agreements; and

(2) immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the assets of one or more Restricted Subsidiaries, the Equity Interests of which constitute all or substantially all of the assets of the Issuer, will be deemed to be the transfer of all or substantially all of the assets of the Issuer.

Upon any consolidation, combination or merger of the Issuer or a Guarantor, or any transfer of all or substantially all of the assets of the Issuer in accordance with the foregoing, in which the Issuer or such Guarantor is not the continuing obligor under each series of notes or its related note guarantees, the surviving entity formed by such consolidation or into which the Issuer or such Guarantor is merged or to which the conveyance, lease or transfer is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under each indenture, each series of notes and all the note guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Guarantor and, except in the case of a conveyance, transfer or lease, the Issuer or such Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on each series of notes or in respect of its note guarantees, as the case may be, and all of the Issuer’s or such Guarantor’s other obligations and covenants under each series of notes, each indenture and each note guarantee, if applicable.

Notwithstanding the foregoing, (i) any Restricted Subsidiary may merge into the Issuer or another Restricted Subsidiary, (ii) the Combination was permitted and (iii) the requirements of the third preceding paragraph above will not apply to any transaction pursuant to which the surviving Person is not the Issuer or a Person that would be required to become a Guarantor under the covenant “—Additional Note Guarantees” below.

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Additional Note Guarantees

The Issuer shall cause each Wholly Owned Domestic Subsidiary that incurs (i) any Indebtedness (and/or commitments in respect thereof) under the Credit Agreement, (ii) Indebtedness (and/or commitments in respect thereof) under any syndicated loan or capital markets debt securities issuance which is equal to or in excess of $125.0 million in principal amount so long as the Issuer or a Guarantor is the borrower, issuer or a guarantor of the Indebtedness (and/or commitments in respect thereof) or (iii) a guarantee of any Indebtedness (and/or commitments in respect thereof) of the Issuer or a Guarantor described in the preceding clause (i) or (ii), to:

(1) execute and deliver to each Trustee (a) a supplemental indenture in form and substance satisfactory to each Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the each series of notes and each indenture and (b) a notation of guarantee in respect of each of its note guarantees; and

(2) deliver to the each Trustee one or more opinions of counsel that such supplemental indenture

(a) has been duly authorized, executed and delivered by such Restricted Subsidiary and

(b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms.

If the Issuer or any Guarantor acquires or creates another Wholly Owned Domestic Subsidiary that incurs (i) any Indebtedness (and/or commitments in respect thereof) under the Credit Agreement, (ii) Indebtedness (and/or commitments in respect thereof) under any syndicated loan or capital markets debt securities issuance which is equal to or in excess of $125.0 million in principal amount so long as the Issuer or a Guarantor is the borrower, issuer or a guarantor of the Indebtedness (and/or commitments in respect thereof) or (iii) a guarantee of any Indebtedness (and/or commitments in respect thereof) of the Issuer or a Guarantor described in the preceding clause (i) or (ii), then the Issuer shall cause such Restricted Subsidiary to:

(1) execute and deliver to each Trustee (a) a supplemental indenture in form and substance satisfactory to each Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the each series of notes and each indenture and (b) a notation of guarantee in respect of each of its note guarantees; and

(2) deliver to the each Trustee one or more opinions of counsel that such supplemental indenture

(a) has been duly authorized, executed and delivered by such Restricted Subsidiary and

(b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms.

Reports

Whether or not required by the SEC, so long as any notes are outstanding, the Issuer will furnish to the holders of such series of outstanding notes, within the time periods specified in the SEC’s rules and regulations (including any grace periods or extensions permitted by the SEC):

(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Issuer were required to file these Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent registered public accounting firm; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file these reports.

In addition, whether or not required by the SEC, the Issuer will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept the filing) and make the information available to

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securities analysts and prospective investors upon request. The Issuer and the Guarantors have agreed that, for so long as any notes under either series remain outstanding, the Issuer will furnish to the holders of such series of notes outstanding and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default

Each of the following is an “Event of Default” with respect to a series of notes:

(1) failure by the Issuer to pay interest on any of such series of notes when it becomes due and payable and the continuance of any such failure for 30 days;

(2) failure by the Issuer to pay the principal on any of such series of notes when it becomes due and payable, whether at stated maturity, upon redemption, upon purchase, upon acceleration or otherwise;

(3) failure by the Issuer or any of its Restricted Subsidiaries to comply with any of its agreements or covenants described above under “—Certain Covenants—Limitations on Mergers, Consolidations, Etc.” with respect to such series of notes;

(4) failure by the Issuer or any of its Restricted Subsidiaries to comply with any other agreement or covenant in such indenture and continuance of this failure for 30 days after notice of the failure has been given to the Issuer by the Trustee under such indenture or by the holders of at least 25% of the aggregate principal amount of such series of notes then outstanding;

(5) default under any mortgage, indenture or other instrument or agreement under which there may be issued or by which there may be secured or evidenced Indebtedness (other than Non-Recourse Land Financing) of the Issuer or any Restricted Subsidiary, whether such Indebtedness now exists or is incurred after the Issue Date, which default:

(a) is caused by a failure to pay when due principal on such Indebtedness within the applicable express grace period,

(b) results in the acceleration of such Indebtedness prior to its express final maturity or

(c) results in the commencement of judicial proceedings to foreclose upon, or to exercise remedies under applicable law or applicable security documents to take ownership of, the assets securing such Indebtedness, and in each case, the principal amount of such Indebtedness, together with any other Indebtedness with respect to which an event described in clause (a), (b) or (c) has occurred and is continuing, aggregates $50.0 million or more;

(6) one or more judgments or orders that exceed $50.0 million in the aggregate (net of amounts covered by insurance or bonded) for the payment of money have been entered by a court or courts of competent jurisdiction against the Issuer or any Restricted Subsidiary and such judgment or judgments have not been satisfied, stayed, annulled or rescinded within 60 days of being entered;

(7) the Issuer or any Significant Subsidiary pursuant to or within the meaning of any bankruptcy law:

(a) commences a voluntary case,

(b) consents to the entry of an order for relief against it in an involuntary case,

(c) consents to the appointment of a custodian of it or for all or substantially all of its assets, or

(d) makes a general assignment for the benefit of its creditors;

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(8) a court of competent jurisdiction enters an order or decree under any bankruptcy law that:

(a) is for relief against the Issuer or any Significant Subsidiary as debtor in an involuntary case,

(b) appoints a custodian of the Issuer or any Significant Subsidiary or a custodian for all or substantially all of the assets of the Issuer or any Significant Subsidiary, or

(c) orders the liquidation of the Issuer or any Significant Subsidiary, and the order or decree remains unstayed and in effect for 60 days; or

(9) any note guarantee of any Significant Subsidiary under such indenture ceases to be in full force and effect (other than in accordance with the terms of such note guarantee and such indenture) or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under its note guarantee under such indenture (other than by reason of release of a Guarantor from its note guarantee under such indenture in accordance with the terms of such indenture governing such series of notes and such note guarantee).

If an Event of Default with respect to such series of notes (other than an Event of Default specified in clause (7) or (8) above with respect to the Issuer), shall have occurred and be continuing under such indenture, the Trustee under such indenture, by written notice to the Issuer, or the holders of at least 25% in aggregate principal amount of the notes of such series then outstanding by written notice to the Issuer and the Trustee under such indenture, may declare all amounts owing under such notes to be due and payable immediately. Upon such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding notes under such indenture shall immediately become due and payable; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of such outstanding notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default with respect to such notes, other than the nonpayment of accelerated principal and interest, have been cured or waived as provided in the indenture governing such notes. If an Event of Default with respect to such series of notes specified in clause (7) or (8) with respect to the Issuer occurs, all outstanding notes of such series shall become due and payable without any further action or notice.

The Trustee under such indenture shall, within 30 days after the occurrence of any Default with respect to the notes of such series, give the holders notice of all uncured Defaults thereunder known to it; provided, however, that, except in the case of an Event of Default in payment with respect to such series of notes or a Default in complying with “—Certain Covenants—Limitations on Mergers, Consolidations, Etc.,” the Trustee under such indenture shall be protected in withholding such notice if and so long as a committee of its trust officers in good faith determines that the withholding of such notice is in the interest of the holders.

No holder of a particular series of notes will have any right to institute any proceeding with respect to the indenture relating to such series of notes or for any remedy thereunder, unless the Trustee under such indenture:

(1) has failed to act for a period of 60 days after receiving written notice of a continuing Event of Default by such holder and a request to act by holders of at least 25% in aggregate principal amount of notes of such series outstanding;

(2) has been offered indemnity satisfactory to it in its reasonable judgment; and

(3) has not received from the holders of a majority in aggregate principal amount of the outstanding notes of such series a direction inconsistent with such request.

However, such limitations do not apply to a suit instituted by a holder of any Note of a particular series for enforcement of payment of the principal of or interest on such note on or after the due date therefor (after giving effect to the grace period specified in clause (1) of the first paragraph of this “—Events of Default” section).

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The Issuer is required to deliver to either Trustee annually a statement regarding compliance with any indenture and, upon any officer of the Issuer becoming aware of any Default, a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Legal Defeasance and Covenant Defeasance

The Issuer may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors discharged with respect to the outstanding notes of any series of notes. Legal defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by a series of notes and the related note guarantees, and the applicable indenture shall cease to be of further effect as to all such outstanding notes and note guarantees, except as to

(1) rights of holders to receive payments in respect of the principal of and interest on such notes when such payments are due from the trust funds referred to below,

(2) the Issuer’s obligations with respect to such notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes, and the maintenance of an office or agency for payment and money for security payments held in trust,

(3) the rights, powers, trust, duties, and immunities of the Trustee under such indenture, and the Issuer’s obligation in connection therewith, and

(4) the legal defeasance provisions of such indenture.

In addition, the Issuer may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors released with respect to most of the covenants under an indenture governing a series of notes, except as described otherwise in such indenture, and thereafter any omission to comply with such obligations shall not constitute a Default. In the event covenant defeasance occurs, certain Events of Default with respect to such series of notes (not including non-payment and, solely for a period of 91 days following the deposit referred to in clause (1) of the next paragraph, bankruptcy, receivership, rehabilitation and insolvency events) will no longer apply. Covenant defeasance will not be effective until such bankruptcy, receivership, rehabilitation and insolvency events no longer apply. The Issuer may exercise its legal defeasance option regardless of whether it previously exercised covenant defeasance.

In order to exercise either legal defeasance or covenant defeasance:

(1) the Issuer must irrevocably deposit with the applicable Trustee, in trust, for the benefit of the holders, U.S. legal tender, U.S. Government obligations or a combination thereof, in such amounts as will be sufficient (without reinvestment) in the opinion of a nationally recognized firm of independent public accountants selected by the Issuer, to pay the principal of and interest on such series of notes on the stated date for payment or on the redemption date of the principal or installment of principal of or interest on such series of notes, and such Trustee must have a valid, perfected, exclusive security interest in such trust,

(2) in the case of legal defeasance, the Issuer shall have delivered to such Trustee an opinion of counsel in the United States reasonably acceptable to the such Trustee confirming that:

(a) the Issuer has received from, or there has been published by the Internal Revenue Service, a ruling, or

(b) since the date of such indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon this opinion of counsel shall confirm that, the holders of such series of notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the legal defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred,

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(3) in the case of covenant defeasance, the Issuer shall have delivered to such Trustee an opinion of counsel in the United States reasonably acceptable to such Trustee confirming that the holders of such series of notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the covenant defeasance had not occurred,

(4) no Default with respect to a series of notes shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing),

(5) the legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under such indenture or any other material agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound,

(6) the Issuer shall have delivered to the applicable Trustee an officers’ certificate stating that the deposit was not made by it with the intent of preferring the holders of such series of notes over any other of its creditors or with the intent of defeating, hindering, delaying or defrauding any other of its creditors or others, and

(7) the Issuer shall have delivered to the applicable Trustee an officers’ certificate and an opinion of counsel, each stating that the conditions provided for in, in the case of the officers’ certificate, clauses (1) through (6) and, in the case of the opinion of counsel, clauses (1) (with respect to the validity and perfection of the security interest), (2) and/or (3) and (5) of this paragraph have been complied with.

If the funds deposited with the applicable Trustee to effect covenant defeasance are insufficient to pay the principal of and interest on such series of notes when due, then the Issuer’s obligations and the obligations of Guarantors under the applicable indenture will be revived and no such defeasance will be deemed to have occurred.

Satisfaction and Discharge

Each indenture will be discharged and will cease to be of further effect (except as to rights of registration of transfer or exchange of notes under such indenture which shall survive until all notes under such indenture have been canceled) as to all outstanding notes under such indenture when either:

(1) all the notes under such indenture that have been authenticated and delivered (except lost, stolen or destroyed notes which have been replaced or paid and notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from this trust) have been delivered to the Trustee under such indenture for cancellation, or

(2) (a) all notes under such indenture not delivered to the Trustee under such indenture for cancellation otherwise have become due and payable or have been called for redemption pursuant to the provisions described under “—Optional Redemption” and the Issuer has irrevocably deposited or caused to be deposited with such Trustee trust funds in trust in an amount of money sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) on such notes not theretofore delivered to such Trustee for cancellation,

(b) the Issuer has paid all sums payable by it under such indenture,

(c) the Issuer has delivered irrevocable instructions to the Trustee under such indenture to apply the deposited money toward the payment of such notes at maturity or on the date of redemption, as the case may be, and

(d) the Trustee under such indenture, for the benefit of the holders of such notes, has a valid, perfected, exclusive security interest in this trust.

In addition, the Issuer must deliver an officers’ certificate and an opinion of counsel (as to legal matters) stating that all conditions precedent to satisfaction and discharge have been complied with.

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Transfer and Exchange

A holder will be able to register the transfer of or exchange either series of notes only in accordance with the provisions of the applicable indenture. The registrar may require a holder of a series of notes, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the indenture governing such series of notes. Without the prior consent of the Issuer, the registrar is not required (i) to register the transfer of or exchange any note selected for redemption, (ii) to register the transfer of or exchange any note for a period of 15 days before a selection of notes of a particular series to be redeemed or (iii) to register the transfer or exchange of a note between a record date and the next succeeding interest payment date.

The notes will be issued in registered form and the registered holder will be treated as the owner of such note for all purposes.

Amendment, Supplement and Waiver

Subject to certain exceptions, the indentures or the notes may be amended with the consent (which may include consents obtained in connection with a tender offer or exchange offer for notes) of the holders of at least a majority in principal amount of the notes of a particular series then outstanding, and any existing Default with respect to such series of notes under, or compliance with any provision of, such indenture may be waived (other than any continuing Default with respect to such series of notes in the payment of the principal or interest on such series of notes) with the consent (which may include consents obtained in connection with a tender offer or exchange offer for such series of notes) of the holders of a majority in principal amount of such series of notes then outstanding; provided that:

(1) no such amendment may, without the consent of the holders of a majority in aggregate principal amount of notes then outstanding with respect to such series of notes, amend the obligation of the Issuer under the heading “—Change of Control” or the related definitions that could adversely affect the rights of any holder of such series of notes; and

(2) without the consent of each holder of such series affected, the Issuer and the Trustee with respect to a series of notes may not:

(a) change the maturity of such note;

(b) reduce the amount, extend the due date or otherwise affect the terms of any scheduled payment of interest on or principal of such notes;

(c) reduce any premium payable upon optional redemption of such notes, change the date on which any such notes are subject to redemption or otherwise alter the provisions with respect to the redemption of such notes;

(d) make such note payable in money or currency other than that stated in such notes;

(e) modify or change any provision of the indenture related to such notes or the related definitions to affect the ranking of such notes or any note guarantee related to such notes in a manner that adversely affects the holders of such notes;

(f) reduce the percentage of holders of such notes necessary to consent to an amendment or waiver to such indenture or such notes;

(g) impair the rights of holders of such notes to receive payments of principal of or interest on such notes;

(h) release any Guarantor from any of its obligations under its note guarantee of such notes or the indenture governing such notes, except as permitted by such indenture; or

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(i) make any change in these amendment and waiver provisions.

Notwithstanding the foregoing, the Issuer and the Trustee with respect to a series of notes may amend the applicable indenture, the applicable note guarantees or the applicable notes without the consent of any holder of such series of notes, to cure any ambiguity, omission, mistake, defect or inconsistency, to provide for uncertificated notes of such series in addition to or in place of certificated notes of such series, to provide for the assumption of the Issuer’s obligations to the holders of such series of notes in the case of a merger or acquisition, to add Guarantors with respect to the notes or release any Guarantor from any of its obligations under such note guarantee or such indenture (to the extent permitted by such indenture), to conform the text of the Indenture, the note guarantees or the Notes to any provision of this “Description of the New Notes” section, to provide for the issuance of Additional Notes in compliance and in accordance with the limitations set forth in the indenture, to make any change that does not materially adversely affect the rights of any holder of such series or, in the case of such indenture, to maintain the qualification of such indenture under the Trust Indenture Act or to comply with the rules of any applicable securities depository.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Issuer will have any liability for any obligations of the Issuer under the notes or the indentures or of any Guarantor under its note guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes and the note guarantees.

Concerning the Trustee

U.S. Bank National Association is the Trustee under each indenture and is appointed by the Issuer as registrar and paying agent with regard to each series of notes. The indentures contain certain limitations on the rights of the Trustees, should it become a creditor of the Issuer, to obtain payment of claims in certain cases, or to realize on certain assets received in respect of any such claim as security or otherwise. Each Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest (as defined in the applicable indenture), it must eliminate such conflict or resign. U.S. Bank National Association, d/b/a Housing Capital Company, is a lender and the administrative agent, lead arranger and book manager under the Revolving Credit Facility.

The holders of a majority in principal amount of the then outstanding notes of a series of notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the applicable Trustee, subject to certain exceptions. Each indenture will provide that, in case an Event of Default with respect to a series of notes occurs and is not cured, the applicable Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in similar circumstances in the conduct of his or her own affairs. Subject to such provisions, the applicable Trustee will be under no obligation to exercise any of its rights or powers under the applicable indenture at the request of any holder of notes under such indenture, unless such holder shall have offered to the applicable Trustee security and indemnity satisfactory to such Trustee.

Governing Law

The indentures, the notes and the note guarantees are governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the indentures. Reference is made to the applicable indenture for the full definition of all such terms.

“Attributable Debt,” when used with respect to any Sale and Leaseback Transaction, means, as at the time of determination, the present value (discounted at a rate equivalent to the Issuer’s then-current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of any Capitalized Lease included in any such Sale and Leaseback Transaction.

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“Bankruptcy Event” means the commencement of any case under the Bankruptcy Code (Title 11 of the United States Code) or the commencement of any other bankruptcy, reorganization, receivership, or similar proceeding under any federal, state or foreign law or by or against any Person for whom the Issuer or a Restricted Subsidiary has executed a Springing Guarantee for the benefit of such Person; provided, however, that the filing of an involuntary case against such Person shall only be a Bankruptcy Event if: (i) such involuntary case is filed in whole or in part by the Issuer or a Restricted Subsidiary, any member in such Person which is an affiliate of the Issuer or a Restricted Subsidiary, or any other affiliate of the Issuer or a Restricted Subsidiary, or (ii) the Issuer or a Restricted Subsidiary, any member in such Person which is an affiliate of the Issuer or a Restricted Subsidiary, or any other affiliate of the Issuer or a Restricted Subsidiary shall in any way induce or participate in the filing, whether directly or indirectly, of an involuntary bankruptcy case against such Person or any other Person, and such involuntary case or proceeding is not dismissed with prejudice within 120 days of the filing thereof.

“Capitalized Lease” means a lease required to be capitalized for financial reporting purposes in accordance with GAAP.

“Capitalized Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under a Capitalized Lease, and the amount of such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

“Change of Control” means the occurrence of any of the following events:

(1) consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause that person or group shall be deemed to have “beneficial ownership” of all securities that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of voting stock representing more than 35% of the voting power of the total outstanding voting stock of the Issuer.

(2) (a) all or substantially all of the assets of the Issuer and the Restricted Subsidiaries are sold or otherwise transferred to any person other than a Wholly Owned Restricted Subsidiary or (b) the Issuer consolidates or merges with or into another person or any person consolidates or merges with or into the Issuer, in either case under this clause (3), in one transaction or a series of related transactions in which immediately after the consummation thereof persons owning voting stock representing in the aggregate 100% of the total voting power of the voting stock of the Issuer immediately prior to such consummation do not own voting stock representing a majority of the total voting power of the voting stock of the Issuer or the surviving or transferee person; or

(3) the Issuer shall adopt a plan of liquidation or dissolution or any such plan shall be approved by the stockholders of the Issuer; provided that a liquidation or dissolution of the Issuer which is part of a transaction that does not constitute a Change of Control under the proviso contained in clause (2) above shall not constitute a Change of Control.

Notwithstanding the foregoing, (i) a transaction will not be deemed to involve a Change of Control if (1) the Issuer becomes a wholly owned subsidiary of a holding company and (2) the holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of the Issuer’s voting stock immediately prior to that transaction and (ii) the Combination did not involve a Change of Control.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Decline.

“Combination” means the combination of Merger Sub with and into the WRECO pursuant to the Transaction Agreement, with WRECO surviving the merger as a wholly owned Subsidiary of TPH.

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“Consolidated Net Tangible Assets” means, as of any date, the total amount of assets which would be included on a combined balance sheet of the Restricted Subsidiaries (not including the Issuer) together with the total amount of assets that would be included on the Issuer’s balance sheet, not including its subsidiaries, under GAAP (less applicable reserves and other properly deductible items) after deducting therefrom:

(1) all short-term liabilities, except for liabilities payable by their terms more than one year from the date of determination (or renewable or extendible at the option of the obligor for a period ending more than one year after such date);

(2) investments in Subsidiaries that are not Restricted Subsidiaries; and

(3) all goodwill, trade names, trademarks, patents, unamortized debt discount, unamortized expense incurred in the issuance of debt and other intangible assets.

“Credit Agreement” means that certain Credit Agreement, by and among TPH, certain Subsidiaries of TPH, the financial institutions from time to time party thereto and U.S. Bank, National Association as administrative agent, dated as of June 26, 2014, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Default” means (i) any Event of Default or (ii) any event, act or condition that, after notice or the passage of time or both, would be an Event of Default.

“Domestic Subsidiary” means any Restricted Subsidiary of the Issuer that was formed under the laws of the United States or any state of the United States or the District of Columbia.

“Equity Interests” of any Person means (i) any and all shares or other equity interests (including common stock, preferred stock, limited liability company interests and partnership interests) in such Person and (ii) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such shares or other interests in such Person.

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof or the District of Columbia.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect on the Measurement Date.

“Guarantor” means any Wholly-Owned Domestic Subsidiary of the Issuer that executes a note guarantee in accordance with the provisions of each indenture.

“Indebtedness” means

(1) any liability of any person:

(a) for borrowed money, or

(b) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any businesses, properties or assets of any kind (other than (i) a trade payable or a current liability arising in the ordinary course of business and (ii) contingent purchase price obligations so long as they are contingent), or

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(c) for the payment of money relating to a Capitalized Lease Obligation, or

(d) for all Redeemable Capital Stock valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;

(2) any liability of others described in the preceding clause (1) that such person has guaranteed or that is otherwise its legal liability; provided, however, that a Springing Guarantee shall not be deemed to be Indebtedness under this clause (2) until the earliest to occur of (a) the demand by a lender for payment under such Springing Guarantee, (b) the occurrence or failure to occur of any event, act or circumstance that, with or without the giving of notice and/or passage of time, entitles a lender to make a demand for payment thereunder or (c) a Bankruptcy Event;

(3) all Indebtedness referred to in (but not excluded from) clauses (1) and (2) above of other persons and all dividends of other persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including, without limitation, accounts and contract rights) owned by such person, even though such person has not assumed or become liable for the payment of such Indebtedness; and

(4) any amendment, supplement, modification, deferral, renewal, extension or refunding or any liability of the types referred to in clauses (1), (2) and (3) above.

“Issue Date” means June 13, 2014.

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien (statutory or other), pledge, easement, restriction, covenant, charge, security interest or other encumbrance of any kind or nature in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, and any lease in the nature thereof, any option or other agreement to sell, and any agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction (other than cautionary filings in respect of operating leases).

“Merger Sub” means Topaz Acquisition, Inc., a subsidiary of TPH.

“Moody’s” means Moody’s Investors Service, Inc., and its successors.

“Non-Recourse Land Financing” means any Indebtedness of the Issuer or any Restricted Subsidiary for which the holder of such Indebtedness has no recourse, directly or indirectly, to the Issuer or such Restricted Subsidiary for the principal of, premium, if any, and interest on such Indebtedness, and for which the Issuer or such Restricted Subsidiary is not, directly or indirectly, obligated or otherwise liable for the principal of, premium, if any, and interest on such Indebtedness, except pursuant to mortgages, deeds of trust or other Liens or other recourse obligations or liabilities in respect of specific land or other real property interests of the Issuer or such Restricted Subsidiary; provided that recourse obligations or liabilities of the Issuer or such Restricted Subsidiary solely for customary “bad boy” guarantees, indemnities (including, without limitation, environmental indemnities), covenants (including, without limitation, performance, completion or similar covenants and guarantees), or breach of any warranty, representation or covenant in respect of any Indebtedness, including liability by reason of any agreement by the Issuer or any Restricted Subsidiary to provide additional capital or maintain the financial condition of or otherwise support the credit of the Person incurring the Indebtedness, will not prevent Indebtedness from being classified as Non-Recourse Land Financing.

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company, government or any agency or political subdivision hereof or any other entity.

“Rating Agency” means each of (i) S&P and (ii) Moody’s. “Rating Category” means:

(1) with respect to S&P, any of the following categories: BB, B, CCC, CC, C and D (or equivalent successor categories); and

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(2) with respect to Moody’s, any of the following categories: Ba, B, Caa, Ca, C and D (or equivalent successor categories).

In determining whether the rating of the notes has decreased by one or more gradations, gradations within Rating Categories (+ and – for S&P; or 1, 2 and 3 for Moody’s) will be taken into account (e.g., with respect to S&P a decline in rating from BB+ to BB, as well as from BB– to B+, will constitute a decrease of one gradation).

“Rating Date” means the date which is 90 days prior to the earlier of (i) a Change of Control and (ii) public notice of the occurrence of a Change of Control or of the intention by the Issuer to effect a Change of Control.

“Rating Decline” means the decrease (as compared with the Rating Date) by one or more gradations within Rating Categories as well as between Rating Categories of the rating of the notes by a Rating Agency on, or within 120 days after, the earlier of the date of public notice of the occurrence of a Change of Control or of the intention by the Issuer to effect a Change of Control (which period will be extended for so long as the rating of the notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies).

“Redeemable Capital Stock” means any capital stock of the Issuer or any Subsidiary that, either by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise, (i) is or upon the happening of an event or passage of time would be required to be redeemed on or prior to the final stated maturity of the notes or (ii) is redeemable at the option of the holder thereof at any time prior to such final stated maturity or (iii) is convertible into or exchangeable for debt securities at any time prior to such final stated maturity.

“Registration Rights Agreements” means (i) the registration rights agreement dated as of the Issue Date among the Issuer and the Initial Purchasers related to the 2019 notes and (ii) the registration rights agreement dated as of the Issue Date among the Issuer and the Initial Purchasers related to the 2024 notes, in each case, as amended or supplemented after the Issue Date.

“Restricted Subsidiary” means any Subsidiary of the Issuer, which is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc., and its successors.

“Sale and Leaseback Transaction” means a sale or transfer made by the Issuer or a Restricted Subsidiary (except a sale or transfer made to the Issuer or another Restricted Subsidiary) of any property which is either (i) a manufacturing facility, office building or warehouse whose book value equals or exceeds 1% of Consolidated Net Tangible Assets as of the date of determination or (ii) another real property interest (not including a model home) which exceeds 5% of Consolidated Net Tangible Assets as of the date of determination, if such sale or transfer is made with the agreement, commitment or intention of leasing such property to the Issuer or a Restricted Subsidiary.

“Secured Debt” means any Indebtedness which is secured by (i) a Lien on any property of the Issuer or the property of any Restricted Subsidiary or (ii) a Lien on shares of stock owned directly or indirectly by the Issuer or a Restricted Subsidiary in a corporation or on Equity Interests owned by the Issuer or a Restricted Subsidiary in a partnership or other entity not organized as a corporation or in the Issuer’s rights or the rights of a Restricted Subsidiary in respect of Indebtedness of a corporation, partnership or other entity in which the Issuer or a Restricted Subsidiary has an Equity Interest; provided that “Secured Debt” shall not include Non-Recourse Land Financing that consists exclusively of land and improvements thereon. The securing in the foregoing manner of any such Indebtedness which immediately prior thereto was not Secured Debt shall be deemed to be the creation of Secured Debt at the time security is given.

“Senior Indebtedness” means the principal of (and premium, if any, on) and interest on (including interest accruing after the occurrence of an Event of Default or after the filing of a petition initiating any proceeding pursuant to any bankruptcy law whether or not such interest is an allowable claim in any such proceeding) and other amounts due on or in connection with any Indebtedness of the Issuer, whether outstanding on the date hereof or hereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the debt securities. Notwithstanding the foregoing,

“Senior Indebtedness” shall not include (i) Indebtedness of the Issuer that is expressly subordinated in right of payment to any Senior Indebtedness of the Issuer, (ii) Indebtedness of the Issuer that by operation of law is subordinate to any general unsecured obligations of the Issuer, (iii) Indebtedness of the Issuer to any Subsidiary, (iv) Indebtedness of the Issuer incurred in violation of the restrictions described under “Restrictions on Secured Debt” and “Restrictions on Sale and Leaseback Transactions,” (v) to the extent it might constitute Indebtedness, any liability for federal, state or local taxes or other taxes, owed or owing by the Issuer, and (vi) to the extent it might constitute Indebtedness, trade account payables owed or owing by the Issuer or any of its Subsidiaries.

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“Significant Subsidiary” means (i) any Restricted Subsidiary that would be a “significant subsidiary” as defined in Regulation S-X promulgated pursuant to the Securities Act of 1933 as such regulation is in effect on the Issue Date and (ii) any Restricted Subsidiary that, when aggregated with all other Restricted Subsidiaries that are not otherwise Significant Subsidiaries and as to which any event described in clause (7) or (8) under “—Events of Default” has occurred and is continuing, would constitute a Significant Subsidiary under clause (i) of this definition.

“Springing Guarantee” means a guarantee by a Person which by its express terms does not become effective until the occurrence of a Bankruptcy Event.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, association or other business entity of which more than 50% of the total voting power of the Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the board of directors or comparable governing body thereof are at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof).

Unless otherwise specified, “Subsidiary” refers to a Subsidiary of the Issuer.

“Transaction Agreement” means the Transaction Agreement, dated as of November 3, 2013, by and among Weyerhaeuser Company, the WRECO, TPH and Merger Sub.

“Unrestricted Subsidiary” means any Subsidiary that is designated by the Issuer (evidenced by resolutions of the Board of Directors of the Issuer, delivered to the applicable Trustee certifying compliance with this definition) as a Subsidiary resulting from any investment (including any guarantee of Indebtedness) made by the Issuer or any Restricted Subsidiary of the Issuer in joint ventures engaged in homebuilding, land acquisition or land development businesses and businesses that are reasonably related thereto or reasonable extensions thereof with unaffiliated third parties provided that the aggregate amount of investments in all Unrestricted Subsidiaries shall not exceed $25 million (with the amount of each investment being calculated based upon the amount of investments made on or after the date such joint venture becomes a Subsidiary); provided, further that if the Issuer subsequently designates a Subsidiary, which previously had been designated an Unrestricted Subsidiary, to be a Restricted Subsidiary (evidenced by resolutions of the Board of Directors of the Issuer, delivered to the Trustee certifying compliance with this definition) and causes such Subsidiary to comply with provisions set forth under “—Certain Covenants—Additional Note Guarantees,” then the amount of any investments in such Unrestricted Subsidiary made on or after the date such joint venture became a Subsidiary shall be credited against the $25 million basket set forth in this definition (up to a maximum amount of $25.0 million).

“Wholly Owned Domestic Subsidiary” means a Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary.

“Wholly Owned Restricted Subsidiary” means a Restricted Subsidiary of which 100% of the Equity Interests (except for directors’ qualifying shares or certain minority interests owned by other Persons solely due to local law requirements that there be more than one stockholder, but which interest is not in excess of what is required for such purpose) are owned directly by the Issuer or through one or more Wholly Owned Restricted Subsidiaries.

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BOOK-ENTRY, DELIVERY AND FORM

General

Each series of New Notes will be offered and exchanged in principal amounts of $2,000 and integral multiples of $1,000 in excess thereof. We will issue each series of New Notes in the form of one or more permanent global notes in fully registered, book-entry form without interest coupons, which we refer to as the “global notes.”

Each such global note will be deposited with, or on behalf of, The Depository Trust Company (“DTC”), as depositary, and registered in the name of Cede & Co. (DTC’s partnership nominee). Investors may elect to hold their interests in the global notes through either DTC (in the United States), or Euroclear Bank S.A./N.V., as the operator of the Euroclear System (“Euroclear”) or Clearstream Banking, société anonyme, Luxembourg (“Clearstream”) if they are participants in those systems, or indirectly through organizations that are participants in those systems. Each of Euroclear and Clearstream will appoint a DTC participant to act as its depositary for the interests in the global notes that are held within DTC for the account of each settlement system on behalf of its participants.

The information set forth in this section is subject to any change in or reinterpretation of the rules, regulations and procedures of DTC, Clearstream and Euroclear currently in effect. The information in this section concerning DTC, Clearstream and Euroclear has been obtained from sources that we believe to be reliable, but we do not take any responsibility for the accuracy thereof. Investors wishing to use the facilities of any of DTC, Clearstream or Euroclear are advised to confirm the continued applicability of the rules, regulations and procedures of DTC, Clearstream or Euroclear. We will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in any notes held through the facilities of DTC, Clearstream or Euroclear or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

The Global Notes

We expect that, pursuant to procedures established by DTC, (i) upon the issuance of the global notes, DTC or its custodian will credit, on its internal system, the principal amount at maturity of the individual beneficial interests represented by such global notes to the respective accounts of persons who have accounts with such depositary (“participants”) and (ii) ownership of beneficial interests in the global notes will be shown on, and the transfer of such ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Such accounts initially will be designated by or on behalf of the initial purchasers and ownership of beneficial interests in the global notes will be limited to participants or persons who hold interests through participants. Holders may hold their interests in the global notes directly through DTC if they are participants in such system, or indirectly through organizations which are participants in such system.

So long as DTC, or its nominee, is the registered owner or holder of the New Notes, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the New Notes represented by such global notes for all purposes under the indentures. No beneficial owner of an interest in the global notes will be able to transfer that interest except in accordance with DTC’s procedures, in addition to those provided for under the indentures with respect to the notes.

Payments of the principal of, and premium (if any) and interest (including additional interest, if any) on, the global notes will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of us, the trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the global notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

We expect that DTC or its nominee, upon receipt of any payment of principal, premium, if any, or interest (including additional interest, if any) on the global notes, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global notes as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in

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the global notes held through such participants will be governed by standing instructions and customary practice, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

Transfers between participants in DTC will be effected in the ordinary way through DTC’s same-day funds system in accordance with DTC rules and will be settled in same day funds. If a holder requires physical delivery of a Certificated Security (as defined below) for any reason, such holder must transfer its interest in a global note, in accordance with the normal procedures of DTC and with the procedures set forth in the indentures.

DTC has advised us that it will take any action permitted to be taken by a holder of notes (including the presentation of notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in the global notes are credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction.

DTC has advised us as follows: DTC is a limited-purpose trust company organized under New York banking law, a “banking organization” within the meaning of the New York banking law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for issues of U.S. and non-U.S. equity, corporate and municipal debt issues that participants deposit with DTC. DTC also facilitates the post-trade settlement among participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between participants’ accounts. This eliminates the need for physical movement of securities certificates. Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to the DTC system is also available to indirect participants such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the global note among participants of DTC, it is under no obligation to perform such procedures, and such procedures may be discontinued at any time. None of us, the trustee or any paying agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certificated Notes

A global note is exchangeable for certificated notes in fully registered form without interest coupons (“Certificated Securities”) only in the following limited circumstances:

• DTC notifies us that it is unwilling or unable to continue as depositary for the global note and we fail to appoint a successor depositary within 120 days of such notice, or

• there shall have occurred and be continuing an event of default with respect to the applicable series of New Notes under the corresponding indenture and DTC shall have requested the issuance of Certificated Securities.

The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer the New Notes will be limited to such extent.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary of the material U.S. federal income tax consequences of the exchange of Outstanding Notes for New Notes. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the U.S. Treasury Regulations promulgated thereunder, administrative pronouncements and judicial decisions, all as of the date hereof and all of which are subject to change, possibly with retroactive effect. The following relates only to New Notes that are acquired in these offerings in exchange for the corresponding series of Outstanding Notes originally acquired at their initial offering for an amount of cash equal to their issue price. Unless otherwise indicated, this summary addresses only the U.S. federal income tax consequences relevant to investors who hold the Outstanding Notes and the New Notes as “capital assets” within the meaning of Section 1221 of the Code.

This summary does not address all of the U.S. federal income tax considerations that may be relevant to a particular holder in light of the holder’s individual circumstances or to holders subject to special rules under U.S. federal income tax laws, such as banks and other financial institutions, insurance companies, real estate investment trusts, regulated investment companies, tax-exempt organizations, entities and arrangements classified as partnerships for U.S. federal income tax purposes and other pass-through entities, dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting, persons liable for U.S. federal alternative minimum tax, U.S. holders whose functional currency is not the U.S. dollar, U.S. expatriates, and persons holding notes as part of a “straddle,” “hedge,” “conversion transaction,” or other integrated investment. The discussion does not address any foreign, state, local or non-income tax consequences of the exchange of Outstanding Notes for New Notes.

This discussion is for general purposes only. Holders are urged to consult their own tax advisors regarding the application of the U.S. federal income tax laws to their particular situations and the consequences under federal estate or gift tax laws, as well as foreign, state, or local laws and tax treaties, and the possible effects of changes in tax laws.

U.S. Federal Income Tax Consequences of the Exchange Offers to Holders of Outstanding Notes

The exchange of Outstanding Notes for the corresponding series of New Notes pursuant to the Exchange Offers will not be a taxable transaction for U.S. federal income tax purposes. Holders of Outstanding Notes will not recognize any taxable gain or loss as a result of such exchange and will have the same adjusted issue price, tax basis, and holding period in the corresponding series of New Notes as they had in the Outstanding Notes immediately before the exchange. The U.S. federal income tax consequences of holding and disposing of the New Notes will be the same as those applicable to the Outstanding Notes.

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CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the purchase and holding of the New Notes by employee benefit plans that are subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or provisions under any other federal, state, local, non-U.S. or other laws, rules or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), and entities whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”).

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an “ERISA Plan”) and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such an ERISA Plan or the management or disposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or other compensation to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

In considering an investment in the New Notes of a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary’s duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engages in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. The acquisition and/or holding of New Notes by an ERISA Plan with respect to which the Issuer, the Initial Purchasers or the Guarantors are considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption.

In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions (“PTCEs”) that may apply to the acquisition and holding of the New Notes. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting life insurance company general accounts, and PTCE 96-23 respecting transactions determined by in-house asset managers. In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide relief from the prohibited transaction provisions of ERISA and Section 4975 of the Code for certain transactions, provided that neither the issuer of the securities nor any of its affiliates (directly or indirectly) have or exercise any discretionary authority or control or render any investment advice with respect to the assets of any ERISA Plan involved in the transaction and provided further that the ERISA Plan pays no more than adequate consideration in connection with the transaction. There can be no assurance that all of the conditions of any such exemptions will be satisfied.

Because of the foregoing, the Outstanding Notes should not be exchanged for New Notes by any person investing “plan assets” of any Plan, unless such exchange will not constitute a non-exempt prohibited transaction under ERISA and the Code or similar violation of any applicable Similar Laws.

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Representation

Accordingly, by acceptance of a New Note, each purchaser and subsequent transferee will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire or hold the New Notes constitutes assets of any Plan or (ii) the exchange of the Outstanding Notes for the New Notes or the holding of the New Notes by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a similar violation under any applicable Similar Laws.

The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering acquiring the New Notes (and holding the New Notes) on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such transactions and whether an exemption would be applicable to the acquisition and holding of the New Notes (and exchange for the New Notes).

Persons that acquire the New Notes have the exclusive responsibility for ensuring that their acquisition and holding of the New Notes complies with the fiduciary responsibility rules of ERISA and does not violate the prohibited transaction rules of ERISA, the Code or Similar Laws.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives New Notes for its own account pursuant to the Exchange Offers must acknowledge that it may be a statutory underwriter and that it will deliver a prospectus in connection with any resale of such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Outstanding Notes where such Outstanding Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period ending on the earlier of (i) 120 days from the date on which the exchange offer registration statement is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sale of New Notes by brokers-dealers. New Notes received by broker-dealers for their own account pursuant to the Exchange Offers may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the Exchange Offers and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Furthermore, any broker-dealer that acquired any of the old notes directly from us:

• may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corp., SEC no-action letter (publicly available May 13, 1988), Morgan Stanley & Co. Incorporated, SEC no-action letter (publicly available June 5, 1991) and Shearman & Sterling, SEC no-action letter (publicly available July 2, 1993); and

• must also be named as a selling noteholder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.

For a period ending on the earlier of (i) 120 days from the date on which the exchange offer registration statement is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities, we will provide sufficient copies of the latest version of this prospectus to broker-dealers upon request. We have agreed to pay all expenses incident to the Exchange Offers, other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

Certain legal matters with respect to the issuance and sale of the New Notes being offered hereby will be passed upon for us by Gibson, Dunn & Crutcher LLP. Certain matters of Washington law will be passed upon by Fikso Kretschmer Smith Dixon Ormseth PS. Certain matters of Arizona law will be passed upon by Titus Brueckner & Levine PLC. Certain matters of Nevada law will be passed upon by McDonald Carano Wilson LLP. Certain matters of Texas law will be passed upon by Chapoton Sanders Scarborough, LLP. Certain matters of Delaware law will be passed upon by Young Conaway Stargatt & Taylor, LLP.

EXPERTS

The consolidated financial statements of the Company appearing in the Company’s (i) Current Report (Form 8-K) filed April 15, 2015 and (ii) Annual Report (Form 10-K) for the year ended December 31, 2013, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Weyerhaeuser Real Estate Company as of December 31, 2013, and for each of the years in the two-year period ended December 31, 2013, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

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TRI POINTE HOMES, INC.

Exchange Offers:

Offer to Exchange $450,000,000 Aggregate Principal Amount of Newly Issued 4.375% Senior Notes Due 2019 for a Like Principal Amount of Outstanding Restricted 4.375% Senior Notes Due 2019 Offer to Exchange $450,000,000 Aggregate Principal Amount of Newly Issued 5.875% Senior Notes Due 2024 for a Like Principal Amount of Outstanding Restricted 5.875% Senior Notes Due 2024

            , 2015

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers

TRI Pointe Homes, Inc.

Under Section 145 of the Delaware General Corporation Law, which we refer to as the “DGCL,” a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the Court of Chancery or other such court shall deem proper. To the extent that such person has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim, issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. The indemnification and advancement of expenses provided for or granted pursuant to Section 145 of the DGCL is not exclusive of any other rights of indemnification or advancement of expenses to which those seeking indemnification or advancement of expenses may be entitled, and a corporation may purchase and maintain insurance against liabilities asserted against any former or current director, officer, employee or agent of the corporation, or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether or not the power to indemnify is provided by the statute.

Section 102(b)(7) of the DGCL permits a corporation to provide in its charter that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any breach of the director’s duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or for any transaction from which the director derived an improper personal benefit. Our charter provides for such limitation of liability.

Article X of our charter provides that it shall, to the fullest extent authorized by the DGCL, indemnify any person made, or threatened to be made, a party to, or is otherwise involved in, any action, suit or proceeding (whether civil, criminal or otherwise) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Company. The Company may, by action of its board of directors, provide indemnification to employees and agents of the Company to such extent and to such effect as its board of directors shall determine to be appropriate and authorized by the DGCL. Article X of our charter also provides that no

II-1

director of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit.

Article VII of our bylaws provides that the Company shall, to the fullest extent permitted by law, indemnify any person made or threatened to be made a party or is otherwise involved in any action, suit or proceeding (whether civil, criminal or otherwise) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture or other enterprise. The Company shall not be required to indemnify any person in connection with an action, suit or proceeding initiated by such person, including a counterclaim or cross-claim, unless such action, suit or proceeding was authorized by its board of directors. The Company may, by action of its board of directors, provide indemnification to such employees and agents of the Company to such extent and to such effect as its board of directors shall determine to be appropriate and authorized by Delaware law.

In addition to the provisions of our charter and bylaws described above, the Company has entered into an indemnification agreement with certain of its officers and each of its directors. These agreements require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Subsidiary Guarantors

Arizona Limited Liability Companies

Maracay 91, L.L.C., Maracay Bridges, LLC, Maracay Thunderbird, L.L.C., Maracay VR, LLC, and Maracay Homes, L.L.C., are Arizona limited liability companies. Section 29-610 of the Arizona Limited Liability Company Act, as amended (the “Arizona Limited Liability Company Act”), permits a domestic limited liability company to indemnify a member, manager, employee, officer or agent or any other person.

Section 29-651 of the Arizona Limited Liability Company Act provides that a member, manager, employee, officer or agent of a limited liability company is not liable, solely by reason of being a member, manager, employee, officer or agent, for the debts, obligations and liabilities of the limited liability company whether arising in contract or tort, under a judgment, decree or order of a court or otherwise.

Operating Agreements of Maracay 91, L.L.C., Maracay Bridges, LLC, Maracay Thunderbird, L.L.C., and Maracay VR, LLC

The operating agreements of each of the foregoing Arizona limited liability companies provide that the limited liability company shall indemnify each member or manager who is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of its actions as a member or manager or by reason of its acts while serving at the request of the limited liability company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, and against judgments, fines, and amounts paid in settlement actually and reasonably incurred by it in connection with such action, suit, or proceeding, provided that the acts of such manager or member were not committed with gross negligence or willful misconduct, and, with respect to any criminal action or proceeding, such manager or member had no reasonable cause to believe its conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of no contest or its equivalent shall not, in and of itself, create a presumption that the manager or member acted with gross negligence or willful misconduct, or with respect to any criminal action or proceeding, had reasonable cause to believe that its conduct was unlawful.

Operating Agreement of Maracay Homes, L.L.C.

The operating agreement of the foregoing Arizona limited liability company provides that, to the full extent permitted by applicable law, each member, manager, officer, and affiliate of the limited liability company and of each of the foregoing (each a “Covered Person”) shall be entitled to indemnification from the limited liability company for any loss, damage or claim, including without limitation reasonable attorneys’ fees and costs in investigation, settlement or defense of any such claim, incurred by such Covered Person (a) arising out of any claim in connection with the business of the limited liability company or (b) by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the limited liability company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by the operating agreement, except that the Covered Person

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shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of its fraud, gross negligence or willful misconduct with respect to such acts or omissions; further provided, however, that any indemnity shall be provided out of and to the extent of the limited liability company’s assets only, and no member shall have personal liability on account thereof. All indemnification obligations of the limited liability company contained in or arising under the operating agreement continue (i) during the period the Covered Person continues to be within the definition of a Covered Person of the limited liability company and (ii) thereafter for so long as the Covered Person is subject to any proceeding by reason of having been a Covered Person of the limited liability company. Subject to any specific requirements of applicable law, the limited liability company shall pay in advance of the final disposition of any proceeding, expenses (including attorney’s fees) reasonably incurred or to be incurred by the Covered Person in investigating, setting or defending the proceeding with respect to which the Covered Person seeks indemnification, provided that such Covered Person must repay such expenses if indemnification is ultimately determined to be prohibited by the operating agreement or applicable law.

Delaware Corporations

TRI Pointe Communities, Inc. (“TRI Pointe Communities”) and Winchester Homes Inc. (“Winchester”) are Delaware corporations. The indemnification provisions of the DGCL described in “—TRI Pointe Homes, Inc.” above also apply to the directors and officers of TRI Pointe Communities and Winchester.

The certificate of incorporation of TRI Pointe Communities provides that TRI Pointe Communities shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to any action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person, such person’s testator or intestate is or was a director, officer or employee of TRI Pointe Communities or any predecessor thereof or serves or served any other enterprise as a director, officer or employee at the request of TRI Pointe Communities or any predecessor thereof. The bylaws of TRI Pointe Communities provides that TRI Pointe Communities shall to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each Indemnitee (as defined below) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was serving in the capacity as an Indemnitee, against any loss, damage, liability or expense (including attorneys’ fees, costs of investigation and amount paid in settlement) incurred by or imposed upon the Indemnitee in connection with any such action, suit or proceeding, except to the extent that such loss, damage, liability or expense arose from the Indemnitee’s (i) failure to (a) act in good faith or (b) in a manner that such Indemnitee reasonably believed to be in or not contrary to the best interests of the corporation, (ii) fraud, gross negligence or willful misconduct, (iii) breach of the bylaws of TRI Pointe Communities in any material respect, (iv) in the case of certain senior officers, breach of any terms of employment or such senior officer’s employment or equity agreement in any material respect, or (v) violation of a material law. Notwithstanding the foregoing, no indemnification shall be payable to any Indemnitee in respect of any action in which such Indemnitee is a plaintiff, other than an action for indemnification under the bylaws.

The bylaws of TRI Pointe Communities also provide that no Indemnitee shall be liable, in damages or otherwise, to TRI Pointe Communities or to any stockholder of TRI Pointe Communities for any loss that arises out of any act performed or omitted to be performed by it or him pursuant to the authority granted (i) by the bylaws of TRI Pointe Communities, (ii) by the board of directors of any stockholder of TRI Pointe Communities, (iii) in the case of certain

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senior officers, by any employment or equity agreement with such senior officers, or (iv) by any other properly authorized instrument executed by TRI Pointe Communities or any stockholder of TRI Pointe Communities so long as (a) such Indemnitee, at the time of such action or inaction, believed in good faith that such Indemnitee’s course of conduct was in the best interests of the corporation, (b) such Indemnitee’s performance of such act or failure to perform such act did not constitute fraud, gross negligence or willful misconduct, and (c) such Indemnitee did not breach the bylaws of TRI Pointe Communities by such action or inaction.

With respect to the bylaws of TRI Pointe Communities, the term “Indemnitee” means each person who is or was (i) a stockholder of the TRI Pointe Communities or a member of the board of directors of TRI Pointe Communities, (ii) an affiliate of a stockholder of the TRI Pointe Communities or a member of the board of directors of TRI Pointe Communities, or (iii) each person serving at the request of the corporation as a manager, member of the board of managers, director or officer of another limited liability company, corporation, partnership, joint venture, trust or other entity or enterprise in connection with the business of the corporation including, without limitation, each Person who is or was an officer or director of any stockholder of the corporation.

The certificate of incorporation of Winchester provides that Winchester shall, to the fullest extent permitted by DGCL Section 145, indemnify any and all persons whom it shall have the power to indemnify under DGCL Section 145 from and against any and all of the expenses, liabilities or other matters referred to in or covered by Section 145, and the indemnification provided for therein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in the indemnitee’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

Delaware Limited Partnerships

TRI Pointe Contractors, LP (“TRI Pointe Contractors”) is a Delaware limited partnership. Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other persons from and against all claims and demands whatsoever. The TRI Pointe Contractors agreement of limited partnership (the “LP Agreement”) provides that TRI Pointe Contractors shall to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each Indemnitee (as defined below) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was serving in the capacity as an Indemnitee, against any loss, damage, liability or expense (including attorneys’ fees, costs of investigation and amount paid in settlement) incurred by or imposed upon the Indemnitee in connection with any such action, suit or proceeding, except to the extent that such loss, damage, liability or expense arose from the Indemnitee’s (i) failure to (a) act in good faith or (b) in a manner that such Indemnitee reasonably believed to be in or not contrary to the best interests of TRI Pointe Contractors, (ii) fraud, gross negligence or willful misconduct, (iii) breach of the LP Agreement in any material respect, (iv) in the case of certain senior officers, breach of any terms of employment or such senior officer’s employment or equity agreement in any material respect, or (v) violation of a material law. Notwithstanding the foregoing, no indemnification shall be payable hereunder to any Indemnitee in respect of any action in which such Indemnitee is a plaintiff, other than an action for indemnification under the LP Agreement.

The LP Agreement also provides that no Indemnitee shall be liable, in damages or otherwise, to the TRI Pointe Contractors or to any partner of TRI Pointe Contractors (each, a “Partner”) for any loss that arises out of any act performed or omitted to be performed by it or him pursuant to the authority granted (i) by the LP Agreement, (ii) by the board of directors of any Partner, (iii) in the case of certain senior officers, by any employment or equity agreement with such senior officers, or (iv) by any other properly authorized instrument executed by TRI Pointe Contractors or any Partner so long as (a) such Indemnitee, at the time of such action or inaction, believed in good faith that such Indemnitee’s course of conduct was in the best interests of TRI Pointe Contractors, (b) such Indemnitee’s performance of such act or failure to perform such act did not constitute fraud, gross negligence or willful misconduct, and (c) such Indemnitee did not breach the LP Agreement by such action or inaction.

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With respect to the LP Agreement, the term “Indemnitee” means each person who is or was (i) a Partner; (ii) an affiliate of a Partner; or (iii) each person serving at the request of TRI Pointe Contractors as a manager, member of the board of managers, director or officer of another limited liability company, corporation, partnership, join venture, trust or other entity or enterprise in connection with the business of TRI Pointe Contractors including, without limitation, each person who is or was an officer or director of TRI Pointe Communities.

California Corporations

Pardee Homes (“Pardee”) is a California corporation. Section 317 of the California General Corporation Law (the “CGCL”) provides that a corporation may indemnify directors and officers who are parties or are threatened to be made parties to any proceeding (except actions by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation, and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. With respect to actions by or in the right of the corporation, indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged liable to the corporation, unless and only to the extent that the court in which the action is or was pending determines upon application that in view of all circumstances the person is fairly and reasonably entitled to indemnity for expenses. Section 317 of the CGCL provides that it is not exclusive of other indemnification that may be granted by a corporation’s charter, bylaws, disinterested director vote, stockholders vote, agreement or otherwise.

The articles of incorporation and bylaws of Pardee, as in effect as of the date hereof, do not provide for the indemnification of any director, officer, employee, agent or any other person.

Nevada Corporations

Pardee Homes of Nevada (“Pardee Nevada”) is a Nevada corporation. Nevada Revised Statutes (“NRS”) 78.138(7) provides that, subject to certain limited statutory exceptions or unless the articles of incorporation provide for greater individual liability, a director or officer is not individually liable to the corporation or its stockholders for any damages as a result of any act or failure to act in his or her capacity as a director or officer, unless it is proven that the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and such breach involved intentional misconduct, fraud or a knowing violation of law.

NRS 78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (except an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person is not liable pursuant to NRS 78.138 or the person acted in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

NRS 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person) in connection with the defense or settlement of such action or suit if the person is not liable pursuant to NRS 78.138 or acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person has been adjudged by a court of competent jurisdiction to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

NRS 78.7502(3) provides that to the extent a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in Subsection 1 or 2 of NRS 78.7502 described above or in the defense of any claim, issue or matter therein, the corporation shall indemnify the person against expenses (including attorneys’ fees) they actually and reasonably incurred in connection therewith.

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NRS 78.751(1) provides that any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to NRS 78.751(2), may be made by a corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent of the corporation is proper in the circumstances. Such determination must be made (a) by the stockholders, (b) by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, (c) if a majority vote of a quorum of such disinterested directors so orders, by independent legal counsel in a written opinion, or (d) if a quorum of such disinterested directors cannot be obtained, by independent legal counsel in a written opinion.

NRS 78.751(2) provides that a corporation’s articles of incorporation or bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the corporation. The provisions of NRS 78.751(2) do not affect any rights to advancement of expenses to which corporate personnel other than officers and directors may be entitled under contract or otherwise by law.

NRS 78.751(3) provides that indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to NRS 78.751 (a) does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in the person’s official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to NRS 78.751(2), may not be made to or on behalf of any director or officer if a final adjudication establishes that the director’s or officer’s acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. A right to indemnification or to advancement of expenses arising under a provision of the corporation’s articles of incorporation or any bylaw is not eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred, and (b) continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

NRS 78.752 provides that a corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against the person and liability and expenses incurred by the person in such capacity whether or not the corporation has the authority to indemnify such person against such liability and expenses.

The Amended By-Laws of Pardee Nevada provide for indemnification of a person who is sued because he is or was a director, officer, or employee of the corporation arising out of his alleged misfeasance or non-feasance in the performance of his duties or out of any alleged wrongful act against the corporation or by the corporation for his reasonable expenses, including attorneys’ fees incurred in the defense of the proceeding, if both of the following conditions exists: (1) the person sued is successful in whole or in part, or the proceeding against him is settled with the approval of the court (2) the court finds that his conduct fairly and equitably merits such indemnity. The amount of such indemnity may be assessed against Pardee Nevada by the court and shall be so much of the expenses, including attorneys’ fees incurred in the defense of the proceeding, as the court determines and finds to be reasonable.

Notwithstanding the forgoing, the board of directors of Pardee Nevada may authorize the corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, a present or form director, officer or employee of the corporation in an action brought by a third party against such person (to impose a liability or penalty on such person for an act alleged to have been committed by such person while a director, officer or employee, or by the corporation, or by both; provide the board of directors determines in good faith that such person was acting good faith within what he reasonably believed to be the scope of his employment or authority and for a purpose which he reasonably believed to be in the best interest of Pardee Nevada or its shareholders, other than any such action instituted or maintained in the right of the corporation by a shareholder.

Texas Corporations

Trendmaker Homes, Inc. (“Trendmaker”) is a Texas corporation. The provisions of Chapter 8 of the Texas Business Organizations Code, as amended (the “TBOC”), govern indemnification of governing persons relating to all Texas business organizations or enterprises.

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The provisions of Chapter 8 of the TBOC provide that a corporation may indemnify its directors, officers, employees and agents and maintain liability insurance for those persons. Specifically, Section 8.101 of the TBOC provides that a corporation may indemnify a governing person, or delegate, who was, is or is threatened to be made a named defendant or respondent in a proceeding if it is determined that the person: (i) conducted himself in good faith, (ii) reasonably believed that (a) in the case of conduct in his official capacity that his conduct was in the corporation’s best interest and (b) in all other cases, that his conduct was at least not opposed to the corporation’s best interest, and (iii) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. However, if the person is found liable to the corporation, or if the person is found liable on the basis that he received an improper personal benefit, indemnification under Texas law is limited to the reimbursement of reasonable expenses actually incurred by the person in connection with the proceedings and does not include a judgment, a penalty, a fine, or an excise or similar tax, and no indemnification will be available if the person is found liable for willful or intentional misconduct, breach of the person’s duty of loyalty, or an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the corporation. Under Texas law, indemnification by the corporation is mandatory if the person is wholly successful on the merits or otherwise, in the defense of the proceeding.

Sections 8.101 and 8.102 of the TBOC provide that any governing person, former governing person or delegate of a Texas enterprise may be indemnified against judgments and reasonable expenses actually incurred by the person in connection with a proceeding, in which he was, is, or is threatened to be made a respondent in a proceeding if it is determined, in accordance with Section 8.103 of the TBOC, that: (i) he acted in good faith, (ii) he reasonably believed (a) in the case of conduct in the person’s official capacity, that the person’s conduct was in the enterprise’s best interests or (b) in any other case, that the person’s conduct was not opposed to the enterprise’s best interests, and (iii) in the case of a criminal proceeding, he did not have a reasonable cause to believe that his conduct was unlawful. Section 8.103 of the Texas Business Organizations Code provides that the determination as to whether indemnification should be paid must be made by disinterested members of the governing authority of the enterprise, special legal counsel selected by the governing authority, or the owners or members of the enterprise. If the person is wholly successful in the defense of the proceeding, on the merits or otherwise, or a court determines that the person is entitled to indemnification, such indemnification is mandatory in accordance with Section 8.051 of the TBOC. To limit indemnification by virtue of a governing person being liable to the corporation, liability must be established by a court order including a judgment decree and all appeals of the order must be exhausted or foreclosed by law.

The articles of incorporation and bylaws of Trendmaker, as in effect as of the date hereof, are silent as to indemnification. Therefore, the statutory indemnification provisions summarized above govern the indemnification obligations of Trendmaker.

Washington Corporations

TRI Pointe Holdings, Inc. (“TRI Pointe Holdings”) and The Quadrant Corporation (“Quadrant”) are Washington corporations. The Washington Business Corporations Act provides for indemnification of directors, officers, and other persons. These provisions (located in RCW 23B.08.510-630) are summarized below:

A corporation may indemnify a person who is made a party to a proceeding because the person is or was a director against liability, including expenses, incurred in the proceeding. To qualify for indemnification, the person must meet the following standard of conduct: (i) the person acted in good faith, (ii) the person reasonably believed the conduct was in the best interests of the corporation (for conduct in the person’s official capacity), or at least not opposed to the corporation’s best interests (for all other cases), and (iii) in the case of a criminal proceeding, the person had no reasonable cause to believe the conduct was unlawful. However, a corporation may not indemnify the person (i) in a proceeding by or for the corporation in which the director was adjudged liable to the corporation, or (ii) in any other proceeding in which the person was adjudged liable on the basis of improper receipt of a personal benefit.

Unless limited by its articles of incorporation, a corporation must indemnify a director who is wholly successful in the defense of any proceeding to which the director was a party because of being a director, against reasonable expenses incurred. The right to indemnification includes the right to payment or reimbursement by the corporation of expenses incurred by the director before the final disposition of the proceeding. To obtain an advance of expenses, the director must affirm the director’s good faith belief that the director met the standard of conduct described above, and must undertake to repay the advance if it is ultimately determined that the director did not meet the standard of conduct. A director may apply to the court for indemnification or advance of expenses to which the director is entitled. Indemnification or advance of expenses may also be ordered if the court determines that the director is fairly and reasonably entitled to indemnification under the circumstances, even if the director did not meet the standard of conduct, or was adjudged liable as described above.

If a director does not qualify for indemnification or advance of expenses under the foregoing, a corporation may nevertheless indemnify the director or obligate itself to advance expenses if so authorized in its articles of incorporation or by the shareholders through bylaws or a resolution, except in cases involving a director’s intentional misconduct or knowing violation of law, unlawful

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distributions, or the improper receipt of personal benefit by the director. Unless a corporation’s articles of incorporation provide otherwise, (i) officers of the corporation are entitled to mandatory indemnification, and may apply for court-ordered indemnification, to the same extent as a director, and (ii) the corporation may indemnify and advance expenses to an officer, employee, or agent of the corporation to the same extent as to a director. A corporation may obtain insurance to indemnify a person against liability incurred or asserted in the person’s capacity as a director, officer, employee, and agent, whether or not the corporation would have the power to indemnify the person against the same liability under the foregoing provisions.

The articles of incorporation and bylaws of TRI Pointe Holdings provide for indemnification and advance of expenses of directors, officers, employees, and agents, in general to the fullest extent permitted by the provisions of RCW 23B.08.510-603 described above. The bylaws of TRI Pointe Holdings provide that the rights to indemnification and advance of expenses of directors and officers are contract rights that may be relied upon by them in the performance of their duties.

The articles of incorporation and bylaws of Quadrant do not address indemnification and advance of expenses of directors, officers, employees, and agents. Consequently, Quadrant has the power to indemnify and to advance expenses to those persons as permitted by the provisions of RCW 23B.08.510-603 described above without restriction.

Insurance

The registrants maintain standard policies of insurance that provide coverage (i) to their respective directors, managers and officers against specified liabilities which may be incurred in those capacities and (ii) to the respective registrants with respect to indemnification payments that they may make to such directors, managers and officers, in each case subject to exclusions and deductions as are usual in these kinds of insurance policies.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits.

See the Exhibit Index attached to this registration statement and incorporated herein by reference.

Item 22. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post—effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Exchange Offers.

(4) That, for purposes of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a

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purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, he undersigned registrants undertake that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the Exchange Offers required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the Exchange Offers prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) the portion of any other free writing prospectus relating to the Exchange Offers containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) any other communication that is an offer in the Exchange Offers made by the undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(8) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Irvine, in the State of California, on May 15, 2015.

TRI POINTE HOMES, INC.
by	/S/ DOUGLAS F. BAUER
	Douglas F. Bauer
	Chief Executive Officer

II-10

Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 15, 2015 by the following persons in the capacities indicated.

Signature	Title	Date
/S/ DOUGLAS F. BAUER Douglas F. Bauer	Chief Executive Officer and Director (Principal Executive Officer)	May 15, 2015
* Michael D. Grubbs	Chief Financial Officer and Treasurer (Principal Financial Officer)	May 15, 2015
* Glenn J. Keeler	Vice President and Chief Accounting Officer (Principal Accounting Officer)	May 15, 2015
* Barry S. Sternlicht	Director and Chairman of the Board	May 15, 2015
* Steven J. Gilbert	Director	May 15, 2015
* Thomas B. Rogers	Director	May 15, 2015
* Christopher D. Graham	Director	May 15, 2015
* Daniel S. Fulton	Director	May 15, 2015
* Constance B. Moore	Director	May 15, 2015
* Kristin F. Gannon	Director	May 15, 2015
* Lawrence B. Burrows	Director	May 15, 2015

*By	/S/ DOUGLAS F. BAUER
	Douglas F. Bauer As: Attorney-in-Fact**

** Pursuant to authority granted by powers of attorney, copies of which have been previously filed.

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Irvine, in the State of California, on May 15, 2015.

TRI POINTE HOLDINGS, INC.
TRI POINTE COMMUNITIES, INC.
TRI POINTE CONTRACTORS, LP
by	/S/ DOUGLAS F. BAUER
	Douglas F. Bauer
	Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 15, 2015 by the following persons in the capacities indicated.

Signature	Title	Date
/S/ DOUGLAS F. BAUER Douglas F. Bauer	Chief Executive Officer and Director (Principal Executive Officer)	May 15, 2015
* Michael D. Grubbs	Chief Financial Officer and Director (Principal Financial Officer)	May 15, 2015
* Glenn J. Keeler	Vice President (Principal Accounting Officer)	May 15, 2015
* Thomas J. Mitchell	Director	May 15, 2015

*By	/S/ DOUGLAS F. BAUER
	Douglas F. Bauer As: Attorney-in-Fact**

** Pursuant to authority granted by powers of attorney, copies of which have been previously filed.

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Irvine, in the State of California, on May 15, 2015.

MARACAY HOMES, L.L.C.
MARACAY 91, L.L.C.
MARACAY BRIDGES, LLC
MARACAY VR, LLC
MARACAY THUNDERBIRD, L.L.C.
By:	Maracay Homes, L.L.C., its Manager
by	/S/ MICHAEL D. GRUBBS
	Michael D. Grubbs
	Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 15, 2015 by the following persons in the capacities indicated.

Signature	Title	Date
* Andrew P. Warren	President (Principal Executive Officer)	May 15, 2015
/S/ MICHAEL D. GRUBBS Michael D. Grubbs	Chief Financial Officer (Principal Financial Officer)	May 15, 2015
* Glenn J. Keeler	Vice President (Principal Accounting Officer)	May 15, 2015

*By	/S/ MICHAEL D. GRUBBS
	Michael D. Grubbs As: Attorney-in-Fact**

** Pursuant to authority granted by powers of attorney, copies of which have been previously filed.

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Irvine, in the State of California, on May 15, 2015.

PARDEE HOMES
PARDEE HOMES OF NEVADA
by	/S/ MICHAEL D. GRUBBS
	Michael D. Grubbs
	Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 15, 2015 by the following persons in the capacities indicated.

Signature	Title	Date
* Thomas J. Mitchell	President and Director (Principal Executive Officer)	May 15, 2015
/S/ MICHAEL D. GRUBBS Michael D. Grubbs	Chief Financial Officer and Director (Principal Financial Officer)	May 15, 2015
* Glenn J. Keeler	Chief Accounting Officer (Principal Accounting Officer)	May 15, 2015
/S/ DOUGLAS F. BAUER Douglas F. Bauer	Director	May 15, 2015

*By	/S/ MICHAEL D. GRUBBS
	Michael D. Grubbs As: Attorney-in-Fact**

** Pursuant to authority granted by powers of attorney, copies of which have been previously filed.

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Irvine, in the State of California, on May 15, 2015.

THE QUADRANT CORPORATION
by	/S/ MICHAEL D. GRUBBS
	Michael D. Grubbs
	Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 15, 2015 by the following persons in the capacities indicated.

Signature	Title	Date
* Ken C. Krivanec	President and Director (Principal Executive Officer)	May 15, 2015
/S/ MICHAEL D. GRUBBS Michael D. Grubbs	Chief Financial Officer and Director (Principal Financial Officer)	May 15, 2015
* Glenn J. Keeler	Chief Accounting Officer (Principal Accounting Officer)	May 15, 2015
/S/ DOUGLAS F. BAUER Douglas F. Bauer	Director	May 15, 2015
* Thomas J. Mitchell	Director	May 15, 2015
* Lynda M. Meadows	Director	May 15, 2015

*By	/S/ MICHAEL D. GRUBBS
	Michael D. Grubbs As: Attorney-in-Fact**

** Pursuant to authority granted by powers of attorney, copies of which have been previously filed.

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Irvine, in the State of California, on May 15, 2015.

TRENDMAKER HOMES, INC.
by	/S/ MICHAEL D. GRUBBS
	Michael D. Grubbs
	Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 15, 2015 by the following persons in the capacities indicated.

Signature	Title	Date
* Floyd W. Holder	President and Director (Principal Executive Officer)	May 15, 2015
/S/ MICHAEL D. GRUBBS Michael D. Grubbs	Chief Financial Officer (Principal Financial Officer)	May 15, 2015
* Glenn J. Keeler	Vice President (Principal Accounting Officer)	May 15, 2015
/S/ DOUGLAS F. BAUER Douglas F. Bauer	Director	May 15, 2015
* Joseph D. Mandola	Director	May 15, 2015

*By	/S/ MICHAEL D. GRUBBS
	Michael D. Grubbs As: Attorney-in-Fact**

** Pursuant to authority granted by powers of attorney, copies of which have been previously filed.

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Irvine, in the State of California, on May 15, 2015.

WINCHESTER HOMES INC.
by	/S/ MICHAEL D. GRUBBS
	Michael D. Grubbs
	Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 15, 2015 by the following persons in the capacities indicated.

Signature	Title	Date
* Alan E. Shapiro	President and Director (Principal Executive Officer)	May 15, 2015
/S/ MICHAEL D. GRUBBS Michael D. Grubbs	Chief Financial Officer and Director (Principal Financial Officer)	May 15, 2015
* Glenn J. Keeler	Chief Accounting Officer (Principal Accounting Officer)	May 15, 2015
/S/ DOUGLAS F. BAUER Douglas F. Bauer	Director	May 15, 2015
* Thomas J. Mitchell	Director	May 15, 2015
* Diane O’Connell	Director	May 15, 2015

*By	/S/ MICHAEL D. GRUBBS
	Michael D. Grubbs As: Attorney-in-Fact**

** Pursuant to authority granted by powers of attorney, copies of which have been previously filed.

II-17

EXHIBIT INDEX

Exhibit No.	Description
2.1	Transaction Agreement, dated as of November 3, 2013, by and among Weyerhaeuser Company, Weyerhaeuser Real Estate Company, TRI Pointe Homes, Inc. and Topaz Acquisition, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on November 4, 2013).
3.1	Amended and Restated Certificate of Incorporation of TRI Pointe Homes, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 filed on January 9, 2014).
3.2	Amended and Restated Bylaws of TRI Pointe Homes, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-4 filed on January 9, 2014).
3.3	Amendments to Amended and Restated Bylaws of TRI Pointe Homes, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 6, 2014).
3.4	Amended Articles of Incorporation of TRI Pointe Holdings, Inc.
3.5	Amended and Restated Bylaws of TRI Pointe Holdings, Inc.
3.6	Certificate of Incorporation of TRI Pointe Communities, Inc.
3.7	Bylaws of TRI Pointe Communities, Inc.
3.8	Certificate of Limited Partnership of TRI Pointe Contractors, LP
3.9	Agreement of Limited Partnership of TRI Pointe Contractors, LP
3.10	Articles of Organization of Maracay 91, L.L.C.
3.11	Operating Agreement of Maracay 91, L.L.C.
3.12	Articles of Organization of Maracay Homes, L.L.C.
3.13	Amended and Restated Operating Agreement of Maracay Homes, L.L.C.
3.14	Articles of Organization of Maracay Bridges, LLC
3.15	Operating Agreement of Maracay Bridges, LLC
3.16	Articles of Organization of Maracay VR, LLC
3.17	Operating Agreement of Maracay VR, LLC
3.18	Articles of Organization of Maracay Thunderbird, L.L.C.
3.19	Operating Agreement of Maracay Thunderbird, L.L.C.
3.20	Articles of Incorporation of Pardee Homes
3.21	Bylaws of Pardee Homes
3.22	Articles of Incorporation of Pardee Homes of Nevada
3.23	Bylaws of Pardee Homes of Nevada
3.24	Restated Articles of Incorporation of The Quadrant Corporation
3.25	Bylaws of The Quadrant Corporation
3.26	Articles of Incorporation of Trendmaker Homes, Inc.
3.27	Bylaws of Trendmaker Homes, Inc.
3.28	Certificate of Incorporation of Winchester Homes Inc.
3.29	Bylaws of Winchester Homes Inc.
4.1	Indenture, dated as of June 13, 2014, by and among Weyerhaeuser Real Estate Company and U.S. Bank National Association, as trustee (including form of 4.375% Senior Note due 2019) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on June 19, 2014).
4.2	Indenture, dated as of June 13, 2014, by and among Weyerhaeuser Real Estate Company and U.S. Bank National Association, as trustee (including form of 5.875% Senior Note due 2024) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on June 19, 2014).
4.3	First Supplemental Indenture, dated as of July 7, 2014, among TRI Pointe Homes, Inc., Weyerhaeuser Real Estate Company and U.S. Bank National Association, as trustee, relating to the 4.375% Senior Notes due 2019 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on July 7, 2014).
4.4	First Supplemental Indenture, dated as of July 7, 2014, among TRI Pointe Homes, Inc., Weyerhaeuser Real Estate Company and U.S. Bank National Association, as trustee, relating to the 5.875% Senior Notes due 2024 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on July 7, 2014).
4.5	Second Supplemental Indenture, dated as of July 7, 2014, among the guarantors party thereto and U.S. Bank National Association, as trustee, relating to the 4.375% Senior Notes due 2019 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the SEC on July 7, 2014).
4.6	Second Supplemental Indenture, dated as of July 7, 2014, among the guarantors party thereto and U.S. Bank National Association, as trustee, relating to the 5.875% Senior Notes due 2024 (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed with the SEC on July 7, 2014).
4.7	Registration Rights Agreement with respect to 4.375% Senior Notes due 2019, dated as of June 13, 2014, by and among Weyerhaeuser Real Estate Company, and Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the Initial Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 19, 2014).
4.8	Registration Rights Agreement with respect to 5.875% Senior Notes due 2024, dated as of June 13, 2014, by and among Weyerhaeuser Real Estate Company, and Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the Initial Purchasers (as defined therein) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on June 19, 2014).

Exhibit No.	Description
4.9	Issuer Joinder Agreement to Registration Rights Agreement, dated as of July 7, 2014, relating to 4.375% Senior Notes due 2019 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on July 7, 2014).
4.10	Issuer Joinder Agreement to Registration Rights Agreement, dated as of July 7, 2014, relating to 5.875% Senior Notes due 2024 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on July 7, 2014).
4.11	Guarantor Joinder Agreement to Registration Rights Agreement, dated as of July 7, 2014, relating to 4.375% Senior Notes due 2019 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on July 7, 2014).
4.12	Guarantor Joinder Agreement to Registration Rights Agreement, dated as of July 7, 2014, relating to 5.875% Senior Notes due 2024 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on July 7, 2014).
5.1	Opinion of Gibson, Dunn & Crutcher LLP
5.2	Opinion of Chapoton Sanders Scarborough, LLP
5.3	Opinion of Fikso Kretschmer Smith Dixon Ormseth PS
5.4	Opinion of Titus Brueckner & Levine PLC
5.5	Opinion of McDonald Carano Wilson LLP
5.6	Opinion of Young Conaway Stargatt & Taylor, LLP
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges
23.1	Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP
23.2	Consent of Independent Registered Public Accounting Firm, KPMG LLP
23.3	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
23.4	Consent of Chapoton Sanders Scarborough, LLP (included in Exhibit 5.2)
23.5	Consent of Fikso Kretschmer Smith Dixon Ormseth PS (included in Exhibit 5.3)
23.6	Consent of Titus Brueckner & Levine PLC (included in Exhibit 5.4)
23.7	Consent of McDonald Carano Wilson LLP (included in Exhibit 5.5)
23.8	Consent of Young Conaway Stargatt & Taylor, LLP (included in Exhibit 5.6)
24.1*	Power of Attorney for TRI Pointe Homes, Inc.
24.2*	Powers of Attorney for the additional registrants.
25.1*	Statement of Eligibility of Trustee, U.S. Bank National Association, on Form T-1.
99.1*	Form of Letter of Transmittal.
99.2*	IRS Form W-9.
99.3*	Form of Notice of Guaranteed Delivery.

* Previously filed

EX-3.4

Exhibit 3.4

AMENDED

ARTICLES OF INCORPORATION

OF

TRI POINTE HOLDINGS, INC.

ARTICLE I.

The name of this corporation is:

TRI Pointe Holdings, Inc.

ARTICLE II.

The period of duration of this corporation shall be perpetual.

ARTICLE III.

The purpose for which this corporation is organized is to engage in any form of financial, real estate, recreation, service or other business not contrary to law.

ARTICLE IV.

1. The aggregate number of shares which this corporation is authorized to issue is 110,000,000 shares, consisting of 10,000,000 preferred shares having a par value of $1.00 per share and 100,000,000 common shares having a par value of $0.04 per share. Shares redeemed, purchased or otherwise reacquired, or surrendered to this corporation on conversion, shall have the status of authorized and unissued shares of the class of which they were a part when initially issued and may be reissued as part of the same or a different series of the same class of which they were a part when initially issued, unless, as part of the action of the Board of Directors taken to create any series, the Board of Directors restricts the right of reissuance, in which case such restricted right will be operative.

2. The Board of Directors is expressly vested with authority to divide the preferred shares into series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. All preferred shares shall be identical except in each case as to the following relative rights and preferences, as to which the Board of Directors may fix and determine variations among the different series of each class:

(a) The rate of dividend;

(b) Whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption;

(c) The amount payable upon shares in the event of voluntary and involuntary liquidation;

(d) Sinking fund provisions, if any, for the redemption or purchase of shares;

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(e) The terms and conditions, if any, on which shares may be converted; and

(f) The voting rights, if any.

3. The preferences, limitations and relative rights of the preferred shares of each series and the common shares are as follows:

(a) Out of the funds of this corporation legally available for payment of dividends, the holders of the preferred shares of each series shall be entitled to receive, when and as declared by the Board of Directors, cumulative dividends at the rate determined by the Board of Directors for such series, and no more. Dividends on the preferred shares shall accrue on a daily basis from such date as may be fixed by the Board of Directors for any series. Unless dividends at the rate prescribed for each series of preferred shares shall have been declared and paid or set apart for payment in full on all outstanding preferred shares for all past dividend periods and the current dividend period, no dividends shall be declared or paid upon any class of shares ranking as to dividends subordinate to the preferred shares and no sum or sums shall be set aside for the redemption of preferred shares of any series (including any sinking fund payment therefor) or for the purchase, redemption (including any sinking fund payment therefor) or other acquisition for value of any class or series of shares ranking as to dividends or assets on a parity with or subordinate to any such series of preferred shares. Accrued and unpaid dividends on the preferred shares shall not bear interest.

(b) Out of any funds of this corporation legally available for payment of dividends and remaining after full cumulative dividends upon all series of preferred shares then outstanding shall have been paid or set apart for payment for all past dividend periods and the current dividend period, then, and not otherwise, the Board of Directors may declare and pay or set apart for payment dividends on the common shares, and the holders of preferred shares shall not be entitled to share therein.

(c) In the event of voluntary or involuntary liquidation of this corporation, before any distribution of the assets shall be made to the holders of any class of shares ranking as to assets subordinate to the preferred shares, the holders of the preferred shares of each series shall be entitled to receive out of the assets of this corporation available for distribution to its shareholders the sum of (i) the amount per share determined by the Board of Directors as provided in paragraph 2(c) of this Article IV, and (ii) the amount per share equal to all accrued and unpaid dividends thereon, such sum constituting the “preferential amount” for the preferred shares. If, in the event of such liquidation, the assets of this corporation available for distribution to its shareholders shall be insufficient to permit full payment to the holders of the preferred shares of each series of their respective preferential amounts, then such assets shall be distributed ratably among such holders in proportion to their respective preferential amounts. If, in the event of such liquidation, the holders of the preferred shares of each series shall have received full payment of their respective preferential amounts, the holders of the common shares shall be entitled, to the exclusion of the holders of the preferred shares of each series, to share ratably in all remaining assets of the corporation available for distribution to shareholders. None of the consolidation or merger of this corporation with or into any other corporation or corporations, the sale or lease of all or substantially all of the assets of this corporation or the merger or

2

consolidation of any other corporation into and with this corporation shall be deemed to be a voluntary or involuntary liquidation.

(d) The holders of preferred shares shall have no voting rights except as provided by Washington statutes or by or pursuant to this Article IV.

(e) Subject to any applicable provision of law or this Article IV, this corporation shall have the right to purchase, or otherwise reacquire, at public or private sale or otherwise any shares of any class, except that no preferred shares shall be purchased unless dividends on all preferred shares have been declared and paid or set apart for payment in full for all past dividend periods.

(f) Except as otherwise required by law, the holders of common shares of this corporation shall be entitled to one vote per common share on all matters to be voted on by this corporation’s shareholders. Subject to any rights granted to preferred shares issued pursuant to this Article IV, all common shares of this corporation shall have all of the rights ordinarily associated with common shares.

4. The Board of Directors may from time to time authorize the issuance of shares of this corporation, whether now or hereafter authorized, without first offering such shares to the shareholders of this corporation.

ARTICLE V.

Except as may otherwise be provided by the Board of Directors, no holder of any shares of this corporation shall have any preemptive right to purchase, subscribe for or otherwise acquire any securities of this corporation of any class or kind now or hereafter authorized.

ARTICLE VI.

There shall be no cumulative voting of shares in this corporation.

ARTICLE VII.

Any corporate action that may be approved by a shareholder vote at a meeting of the shareholders of this corporation may be approved without a meeting or a vote if the corporate action is approved by a single consent or multiple counterpart consents each in the form of an executed record delivered to this corporation by (i) all shareholders entitled to vote on the corporate action or (ii) shareholders holding of record, or otherwise entitled to vote, in the aggregate not less than the minimum number of votes that would be necessary to approve such corporate action at a meeting at which all shares entitled to vote on the corporate action were present and voted. This corporation shall comply with any provisions of the Washington business corporation act that require notice by this corporation in connection with shareholder consents being sought or obtained for the approval of any corporate action. Approval of corporate action by execution of shareholder consents pursuant to this Article VII has the effect of a vote at a shareholders meeting.

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ARTICLE VIII.

Any corporate action for which the Washington business corporation act, as then in effect, would otherwise require approval by either a two-thirds vote of the shareholders of the corporation or by a two-thirds vote of one or more voting groups shall be deemed approved by the shareholders or the voting group(s) if it is approved by the affirmative vote of the holders of a majority of shares entitled to vote or, if approval by voting groups is required, by the holders of a majority of shares within each voting group entitled to vote separately. Notwithstanding this Article VIII, effect shall be given to any other provision of these articles of incorporation that specifically requires a greater vote for approval of any particular corporate action.

ARTICLE IX.

The shareholders shall have the power to adopt, alter, amend or repeal bylaws, and the Board of Directors shall have the same power except with respect to bylaws for which shareholder approval is required by law.

ARTICLE X.

This corporation shall have at least one director, the actual number to be fixed in accordance with this corporation’s bylaws.

ARTICLE XI.

To the fullest extent permitted by the Washington business corporation act, a director of this corporation shall not be liable to this corporation or its shareholders for monetary damages for conduct of that director as a director. Any amendment to or repeal of this Article XI shall not adversely affect any right of a director of this corporation under this Article XI with respect to any acts or omissions of that director occurring prior to amendment or repeal.

ARTICLE XII.

To the fullest extent permitted by this corporation’s bylaws and the Washington business corporation act, this corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any threatened, pending, or completed action, suit or proceeding, whether formal or informal, civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director of this corporation. The Board of Directors shall be entitled to determine the terms of indemnification, including advance of expenses, and to give effect thereto through the adoption of bylaws, approval of agreements, or by any other manner approved by the Board of Directors. Any amendment to or repeal of this Article XII shall not adversely affect any right of an individual with respect to any right to indemnification arising prior to such amendment or repeal.

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EX-3.5

Exhibit 3.5

AMENDED AND RESTATED BYLAWS

OF

TRI POINTE HOLDINGS, INC.

SECTION 1

SHAREHOLDERS AND SHAREHOLDERS’ MEETINGS

1.1 Annual Meeting. The annual meeting of the shareholders of this corporation (the “Corporation”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at the principal office of the Corporation, or at some other place either within or without the State of Washington as designated by the Board of Directors, on the day and at the time specified in Exhibit A, which is attached hereto and incorporated herein by this reference, or on such other day and time as may be set by the Board of Directors. If the specified day is a Sunday or a legal holiday, then the meeting will take place on the next business day at the same time or on such other day and time as may be set by the Board of Directors.

1.2 Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called at any time by the Board of Directors, the Chairman, the Chief Executive Officer, the President, or a majority of the Board of Directors, or any shareholder or shareholders holding in the aggregate two thirds of the voting power of all shareholders. The meetings shall be held at such time and place as the Board of Directors may prescribe, or, if not held upon the request of the Board of Directors, at such time and place as may be established by the President or by the Secretary in the President’s absence. Only business within the purpose or purposes described in the meeting notice may be conducted.

1.3 Notice of Meetings. Notice of the place, date and time of the annual shareholders’ meeting and notice of the place, date, time and purpose or purposes of special shareholders’ meetings shall be delivered not less than 10 (or, if required by Washington law, 20) or more than 60 days before the date of the meeting, (i) by tangible medium transmitted by mail, private carrier, personal delivery, telephone, wire or wireless equipment which transmits a facsimile of the notice, (ii) by electronic transmission in accordance with applicable law, or (iii) in any other manner approved by law, by or at the direction of the President or the Secretary, to each shareholder of record entitled to notice of such meeting. Notice given in accordance with the foregoing shall be effective when and as provided under applicable law.

1.4 Waiver of Notice. Except where expressly prohibited by law or the Corporation’s articles of incorporation, notice of the place, date, time and purpose or purposes of any shareholders’ meeting may be waived by any shareholder at any time, either before or after the meeting. Such waiver may be provided by the shareholder to the Corporation either (i) in an executed and dated written record or (ii) if the Corporation has designated an address, location or system to which such waiver may be electronically transmitted and such waiver is electronically transmitted to such designated address, location, or system, in an executed and dated electronically transmitted record. Attendance at the meeting in person or by proxy waives

1

objection to lack of notice or defective notice of the meeting unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. A shareholder waives objection to consideration of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

1.5 Shareholders’ Action Without a Meeting. Any action that may be taken at a meeting of the shareholders may be taken without a meeting or a vote if (i) the action is taken by a single consent or multiple counterpart consents of all shareholders entitled to vote on the action and each such consent is in the form of an executed record and delivered to the Corporation or (ii) the action is taken by a single consent or multiple consents of shareholders holding of record, or otherwise entitled to vote, in the aggregate not less than the minimum number of votes that would be necessary to approve or take such action at a meeting at which all shares entitled to vote on the action were present and voted, and each such consent is in the form of an executed record and delivered to the Corporation. The Corporation shall comply with any provisions of the Washington business corporation act that require notice by the Corporation in connection with shareholder consents being sought or obtained for approval of any corporation action. Any consent delivered to the Corporation pursuant to this Section 1.5 shall be inserted in the minute book as if it were the minutes of a meeting of the shareholders and each consent shall be (i) in an executed record or (ii) if the Corporation has designated an address, location, or system to which the consent may be electronically transmitted and the consent is electronically transmitted to the designated address, location, or system, in an executed electronically transmitted record.

1.6 Telephone Meetings. Shareholders may participate in a meeting of shareholders by means of a conference telephone or any similar communications equipment that enables all persons participating in the meeting to hear each other during the meeting. Participation by such means shall constitute presence in person at a meeting.

1.7 List of Shareholders. At least 10 days before any shareholders’ meeting, the Secretary of the Corporation or the agent having charge of the share transfer books of the Corporation shall have compiled a complete list of the shareholders entitled to notice of a shareholders’ meeting, arranged in alphabetical order and by voting group, with the address of each shareholder and the number, class, and series, if any, of shares owned by each.

1.8 Quorum and Voting. The presence in person or by proxy of the holders of a majority of the votes entitled to be cast on a matter at a meeting shall constitute a quorum of shareholders for that matter. If a quorum exists, action on a matter shall be approved by a voting group if the votes cast within a voting group favoring the action exceed the votes cast within the voting group opposing the action, unless a greater number of affirmative votes is required by the Corporation’s articles of incorporation or by law. If the Corporation’s articles of incorporation or Washington law provide for voting by two or more voting groups on a matter, action on a matter is taken only when voted upon by each of those voting groups counted separately. Action may be taken by one voting group on a matter even though no action is taken by another voting group.

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1.9 Adjourned Meetings. If a shareholders’ meeting is adjourned to a different place, date or time, whether for failure to achieve a quorum or otherwise, notice need not be given of the new place, date or time if the new place, date or time is announced at the meeting before adjournment. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in these bylaws, that determination shall apply to any adjournment thereof, unless Washington law requires fixing a new record date. If Washington law requires that a new record date be set for the adjourned meeting, notice of the adjourned meeting must be given to shareholders as of the new record date. Any business may be transacted at an adjourned meeting that could have been transacted at the meeting as originally called.

1.10 Proxies. A shareholder may appoint a proxy to vote or otherwise act for the shareholder by (i) executing a writing authorizing another person or persons to act for the shareholder as proxy or (ii) transmitting or authorizing the transmission of an electronic transmission which contains or is accompanied by information from which it can be reasonably verified that the transmission was authorized by the shareholder or by the shareholder’s attorney-in-fact. The Corporation shall require the holders of proxies by transmission to provide to the Corporation copies of the transmission and the Corporation shall retain copies of the transmission for at least 60 days after each shareholder vote or action where such proxy was exercised. The appointment shall be valid for 11 months unless the appointment form expressly provides for a longer period. An appointment of a proxy is revocable unless the appointment is coupled with an interest. No revocation shall be effective until written notice thereof has actually been received by the Secretary of the Corporation or any other person authorized to tabulate votes.

1.11 Fixing Record Date. The Board of Directors may fix in advance a date as the record date for determining shareholders entitled: (i) to notice of or to vote at any shareholders’ meeting or any adjournment thereof; (ii) to receive payment of any share dividend; or (iii) to receive payment of any distribution. The Board of Directors may in addition fix record dates with respect to any allotment of rights or conversion or exchange of any securities by their terms, or for any other proper purpose, as determined by the Board of Directors and by law. The record date shall be not more than 70 days and, in case of a meeting of shareholders, not less than 10 days (or such longer period as may be required by Washington law) prior to the date on which the particular action requiring determination of shareholders is to be taken. If no record date is fixed for determining the shareholders entitled to notice of or to vote at a meeting of shareholders, the record date shall be the date before the day on which notice of the meeting is delivered. If no record date is fixed for the determination of shareholders entitled to a distribution (other than one involving a purchase, redemption, or other acquisition of the Corporation’s own shares), the record date shall be the date on which the Board adopted the resolution declaring the distribution. If no record date is fixed for determining shareholders entitled to a share dividend, the record date shall be the date on which the Board of Directors authorized the dividend.

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SECTION 2

BOARD OF DIRECTORS

2.1 Number and Qualification. The business affairs and property of the Corporation shall be managed under the direction of a Board of Directors. The number of directors of the Corporation is set forth in Exhibit A. The Board of Directors may increase or decrease this number by resolution, but in no event shall the actual number of directors be less than three (3). A decrease in the number of directors shall not shorten the term of an incumbent director.

2.2 Election; Term of Office. The directors shall be elected by the shareholders at each annual shareholders’ meeting or at a special shareholders’ meeting called for such purpose. Despite the expiration of a director’s term, that director continues to serve until that director’s successor is elected and qualified or until there is a decrease in the authorized number of directors.

2.3 Vacancies. Except as otherwise provided by law, vacancies in the Board of Directors, whether caused by resignation, death, retirement, disqualification, removal, increase in the number of directors, or otherwise, may be filled for the remainder of the term by the Board of Directors, by the shareholders, or, if the directors in office constitute less than a quorum of the Board of Directors, by an affirmative vote of a majority of the remaining directors. The term of a director elected to fill a vacancy expires at the next shareholders’ meeting at which directors are elected. A vacancy that will occur at a specific later date may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

2.4 Quorum and Voting. At any meeting of the Board of Directors, the presence in person (including presence by electronic means such as a telephone conference call) of a majority of the number of directors presently in office shall constitute a quorum for the transaction of business. Notwithstanding the foregoing, in no case shall a quorum be less than one-third of the authorized number of directors. If a quorum is present at the time of a vote, the affirmative vote of a majority of the directors present at the time of the vote shall be the act of the Board of Directors and of the Corporation except as may be otherwise specifically provided by the Corporation’s articles of incorporation, by these bylaws, or by law. A director who is present at a meeting of the Board of Directors when action is taken is deemed to have assented to the action taken unless: (i) the director objects at the beginning of the meeting, or promptly upon the director’s arrival, to holding the meeting or to transacting business at the meeting; (ii) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) the director delivers notice of the director’s dissent or abstention to the presiding officer of the meeting before the adjournment of the meeting or to the Corporation within a reasonable time after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

2.5 Annual Meeting. The annual meeting of the Board of Directors of the Corporation shall be held immediately following the adjournment of the annual meeting of the shareholders at the office of the Corporation, or at such other place as may have been designated for the holding of the annual meeting of shareholders pursuant to Section 1.1 hereof.

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2.6 Regular Meetings. Regular meetings of the Board of Directors shall be held at such place, date and time as shall from time to time be fixed by resolution of the Board of Directors.

2.7 Special Meetings. Special meetings of the Board of Directors may be held at any place and at any time and may be called by the Chairman, the Chief Executive Officer, the President, or any two or more directors.

2.8 Notice of Meetings. Unless the Corporation’s articles of incorporation provide otherwise, any annual meeting or regular meeting of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting. Any special meeting of the Board of Directors must be preceded by at least two days notice of the date, time, and place of the meeting, but not of its purpose, unless the Corporation’s articles of incorporation or these bylaws require otherwise. Notice may be given (i) orally, (ii) by tangible medium transmitted by mail, private carrier, personal delivery, telephone, wire or wireless equipment which transmits a facsimile of the notice, (iii) by electronic transmission in accordance with applicable law, or (iv) in any other manner allowed by law. Oral notice shall be sufficient only if a record of such notice is included in the Corporation’s minute book. Notice given in accordance with the foregoing shall be effective as provided by applicable law. Notice of any meeting of the Board of Directors may be waived by any director at any time. The waiver shall be set forth either (i) in an executed record or (ii) if the Corporation has designated an address, location, or system to which waiver may be electronically transmitted and the waiver is electronically transmitted to the designated address, location, or system, in an executed electronically transmitted record. The waiver shall be delivered to the Corporation for inclusion in the minutes, either before or after the meeting. Attendance or participation by a director at a meeting shall constitute a waiver of any required notice of the meeting unless the director promptly objects to holding the meeting or to the transaction of any business on the grounds that the meeting was not lawfully convened and the director does not thereafter vote for or assent to action taken at the meeting.

2.9 Directors’ Action Without A Meeting. The Board of Directors or a committee thereof may take any action without a meeting that it could properly take at a meeting if one or more consents setting forth the action are executed by all of the directors, or all of the members of the committee, as the case may be, either before or after the action is taken, and if the consents are delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Consents shall be set forth either (i) in an executed record or (ii) if the Corporation has designated an address, location, or system to which the consent may be electronically transmitted and the consent is electronically transmitted to the designated address, location, or system, in an executed electronically transmitted record. Such action shall be effective when the last director executes the consent, unless the consent specifies a later effective date.

2.10 Committees of the Board of Directors. The Board of Directors, by resolutions adopted by a majority of the directors in office, may create from among its members one or more committees and shall appoint the members thereof. Each such committee must have two or more members, who shall be directors and who shall serve at the pleasure of the Board of Directors. Each committee of the Board of Directors may exercise the authority of the Board of Directors to the extent provided in its enabling resolution and any pertinent subsequent resolutions adopted in

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like manner, provided that the authority of each such committee shall be subject to applicable law. Each committee of the Board of Directors shall keep regular minutes of its proceedings and shall report to the Board of Directors when requested to do so.

2.11 Telephone Meetings. Members of the Board of Directors or of any committee appointed by the Board of Directors may participate in a meeting of the Board of Directors or committee by means of a conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other during the meeting. Participation by such means shall constitute presence in person at a meeting.

2.12 Compensation of Directors. The Board of Directors may fix the compensation of directors as such and may authorize the reimbursement of their expenses.

SECTION 3

OFFICERS

3.1 Officers Enumerated; Appointment. The officers of the Corporation shall consist of such officers and assistant officers as may be appointed or otherwise designated by resolution of the Board of Directors. The officers may include a Chairman, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, a Chief Financial Officer or Treasurer, and any assistant officers. The officers shall hold office at the pleasure of the Board of Directors. Unless otherwise restricted by the Board of Directors, the President may appoint any assistant officer, the Secretary may appoint one or more Assistant Secretaries, and the Treasurer may appoint one or more Assistant Treasurers, but any such appointments must be recorded in writing in the corporate records.

3.2 Qualifications. None of the officers of the Corporation need be a director. Any two or more corporate offices may be held by the same person.

3.3 Duties of the Officers. Unless otherwise prescribed by the Board of Directors, the duties of the officers shall be as follows:

Chairman. The Chairman, if one is appointed, shall preside at meetings of the Board of Directors and of the shareholders, shall be responsible for carrying out the plans and directives of the Board of Directors, shall report to and consult with the Board of Directors and, if the Board so resolves, shall be the Chief Executive Officer. The Chairman shall have such other powers and duties as the Board of Directors may from time to time prescribe.

Chief Executive Officer. The Chief Executive Officer shall exercise the usual executive powers pertaining to the office of Chief Executive Officer. In the absence of a Chairman and the President, the Chief Executive Officer shall preside at meetings of the Board of Directors and of the shareholders. The Chief Executive Officer shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and the officers of the Corporation.

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President. The President shall exercise the usual executive powers pertaining to the office of President. In the absence of a Chairman, the President shall preside at meetings of the Board of Directors and of the shareholders, perform the other duties of the Chairman prescribed in this Section, and perform such other duties as the Board of Directors may from time to time designate. In addition, if there is no Secretary in office, the President shall perform the duties of the Secretary.

Vice President. Each Vice President (if any) shall perform such duties as the Board of Directors may from time to time designate.

Secretary. The Secretary shall be responsible for and shall keep, personally or with the assistance of others: records of the proceedings of the directors and shareholders; authenticate records of the Corporation; attest all share certificates in the name of the Corporation; keep the corporate seal, if any, and affix the same to share certificates and other proper documents; keep a record of the issuance of share certificates and the transfers of the same; and perform such other duties as the Board of Directors may from time to time designate.

Chief Financial Officer/Treasurer. The Chief Financial Officer or Treasurer shall have the care and custody of, and be responsible for, all funds and securities of the Corporation and shall cause to be kept regular books of account. The Chief Financial Officer or Treasurer shall cause to be deposited all funds and other valuable effects in the name of the Corporation in such depositories as may be designated by the Board of Directors. In general, the Chief Financial Officer or Treasurer shall perform all of the duties incident to the office of Treasurer, and such other duties as from time to time may be assigned by the Board of Directors.

Assistant Officers. Assistant officers may consist of one or more Assistant Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. Each assistant officer shall perform those duties assigned to that assistant officer from time to time by the Board of Directors, the President, or the officer who appointed that assistant officer.

3.4 Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting.

3.5 Removal. Any officer or agent may be removed by action of the Board of Directors with or without cause, but any removal shall be without prejudice to the contract rights, if any, of the person removed. Appointment or other designation of an officer or agent shall not of itself create any contract rights.

3.6 Compensation. The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

SECTION 4

SHARES AND CERTIFICATES OF SHARES

4.1 Share Certificates. Share certificates shall be issued in numerical order, and each shareholder shall be entitled to a certificate signed by the Chief Executive Officer, the President

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or a Vice President, and attested by the Secretary or an Assistant Secretary. Share certificates may be sealed with the corporate seal, if any. Facsimiles of the signatures and seal may be used as permitted by law. Every share certificate shall state:

(a) the name of the Corporation;

(b) that the Corporation is organized under the laws of the State of Washington;

(c) the name of the person to whom the share certificate is issued;

(d) the number, class and series (if any) of shares that the certificate represents; and

(e) if the Corporation is authorized to issue shares of more than one class or series, that upon written request and without charge, the Corporation will furnish any shareholder with a full statement of the designations, preferences, limitations and relative rights of the shares of each class or series, and the authority of the Board of Directors to determine variations for future series.

4.2 Consideration for Shares. Shares of the Corporation may be issued for such consideration as shall be determined by the Board of Directors to be adequate. The consideration for the issuance of shares may be paid in whole or in part in cash, or in any tangible or intangible property or benefit to the Corporation, including, but not limited to, promissory notes, services performed, contracts for services to be performed, or other securities of the Corporation. Establishment by the Board of Directors of the amount of consideration received or to be received for shares of the Corporation shall be deemed to be a determination that the consideration so established is adequate.

4.3 Transfers. Shares may be transferred by delivery of the certificate, accompanied either by an assignment in writing on the back of the certificate, or by a written power of attorney to sell, assign and transfer the same, signed by the record holder of the certificate. Except as otherwise specifically provided in these bylaws, no shares shall be transferred on the books of the Corporation until the outstanding certificate therefor has been surrendered to the Corporation.

4.4 Loss or Destruction of Certificates. In the event of the loss or destruction of any certificate, a new certificate may be issued in lieu thereof upon satisfactory proof of such loss or destruction, and upon the giving of security against loss to the Corporation by bond, indemnity or otherwise, to the extent deemed necessary by the Board of Directors, the Secretary or the Treasurer.

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SECTION 5

BOOKS, RECORDS AND REPORTS

5.1 Records of Corporate Meetings, Accounting Records and Share Registers. The Corporation shall keep, as permanent records, minutes of all meetings of the Board of Directors and shareholders, and all actions taken without a meeting, and all actions taken by a committee exercising the authority of the Board of Directors. The Corporation or its agent shall maintain, in a form that permits preparation of a list, a list of the names and addresses of its shareholders, in alphabetical order by class of shares, and the number, class, and series, if any, of shares held by each. The Corporation shall also maintain appropriate accounting records, and at its principal place of business shall keep copies of: (i) its articles of incorporation or restated articles of incorporation and all amendments in effect; (ii) its bylaws or restated bylaws and all amendments in effect; (iii) minutes of all shareholders’ meetings and records of all actions taken without meetings for the past three years; (iv) the year-end balance sheets and income statements for the past three fiscal years, prepared as required by Washington law; (v) all communications to shareholders generally in the past three years; (vi) a list of the names and business addresses of its current officers and directors; and (vii) its most recent annual report to the Secretary of State.

5.2 Copies of Corporate Records. Any person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors or shareholders, when certified by the Chairman, the Chief Executive Officer, the President, any Vice President, the Secretary or the Assistant Secretary.

5.3 Examination of Records. A shareholder shall have the right to inspect and copy, during regular business hours at the principal office of the Corporation, in person or by that shareholder’s attorney or agent, the corporate records referred to in the last sentence of Section 5.1 of these bylaws if the shareholder gives the Corporation notice of the demand at least five business days before the date on which the shareholder wishes to make such inspection. In addition, if a shareholder’s demand is made in good faith and for a proper purpose, a shareholder may inspect and copy, during regular business hours at a reasonable location specified by the Corporation, excerpts from minutes of any meeting of the Board of Directors, records of any action of a committee of the Board of Directors, records of actions taken by the Board of Directors without a meeting, minutes of shareholders’ meetings held or records of action taken by shareholders without a meeting not within the past three years, accounting records of the Corporation, or the record of shareholders; provided that the shareholder shall have made a demand describing with reasonable particularity the shareholder’s purpose and the records the shareholder desires to inspect, and provided further that the records are directly connected to the shareholder’s purpose. This Section 5.3 shall not affect any right of shareholders to inspect records of the Corporation that may be otherwise granted to the shareholders by law.

5.4 Waiver of Section 1501 of California General Law. To the extent that the Corporation is subject to compliance with Section 1501 of the California General Corporation Law, so long as the Corporation has less than 100 holders of record of its shares, the annual report to shareholders referred to in Section 1501 of the California Corporations Code is expressly dispensed with, but nothing herein may be interpreted as prohibiting the Board of

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Directors from issuing annual or other periodic reports to the shareholders of the Corporation as they consider appropriate.

5.5 Financial Statements. Not later than four months after the end of each fiscal year, or in any event prior to its annual meeting of shareholders, the Corporation shall prepare a balance sheet and income statement in accordance with Washington law. The Corporation shall furnish a copy of each to any shareholder upon request. Such request shall be set forth in either (i) a written record or (ii) if the Corporation has designated an address, location, or system to which such request may be electronically transmitted and such request is electronically transmitted to the Corporation such designated address, location, or system, in an electronically transmitted record.

SECTION 6

FISCAL YEAR

The fiscal year of the Corporation shall be as set forth in Exhibit A.

SECTION 7

CORPORATE SEAL

The corporate seal of the Corporation, if any, shall be in the form shown on Exhibit A.

SECTION 8

MISCELLANEOUS PROCEDURAL PROVISIONS

The Board of Directors may adopt rules of procedure to govern any meetings of shareholders or directors to the extent not inconsistent with law, the Corporation’s articles of incorporation, or these bylaws, as they are in effect from time to time. In the absence of any rules of procedure adopted by the Board of Directors, the chair of the meeting shall make all decisions regarding the procedures for any meeting.

SECTION 9

AMENDMENT OF BYLAWS

The Board of Directors is expressly authorized to make, alter and repeal the bylaws of the Corporation, subject to the power of the shareholders of the Corporation to change or repeal the bylaws.

SECTION 10

INDEMNIFICATION OF DIRECTORS AND OTHERS

10.1 Grant of Indemnification. Subject to Section 10.2, each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any threatened, pending, or completed action, suit or proceeding, whether formal or informal, civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director of the Corporation or who, while a director of

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the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation or another corporation or of a partnership, joint venture, trust, other enterprise, or employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by applicable law, as then in effect, against all expense, liability and loss (including attorneys’ fees, costs, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director and shall inure to the benefit of his or her heirs, executors and administrators.

10.2 Limitations on Indemnification. Notwithstanding Section 10.1, no indemnification shall be provided hereunder to any such person to the extent that such indemnification would be prohibited by the Washington business corporation act or other applicable law as then in effect, nor, except as provided in Section 10.4 with respect to proceedings seeking to enforce rights to indemnification, shall the Corporation indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person except where such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

10.3 Advancement of Expenses. The right to indemnification conferred in this Section 10 shall include the right to be paid by the Corporation the reasonable expenses incurred in defending any such proceeding in advance of its final disposition, except where the Board of Directors shall have adopted a resolution expressly disapproving such advancement of expenses, if the director furnishes the Corporation (i) a written affirmation of the director’s good faith belief that the director has met the standard of conduct as described by the Washington business corporation act, and (ii) a written undertaking, executed personally or on the director’s behalf to repay the advance if it is ultimately determined that the director did not meet the standard of conduct as described by the Washington business corporation act, which undertaking must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. The authorization of payments for such advancement of expenses may be made by resolution adopted by the shareholders or the Board of Directors.

10.4 Right to Enforce Indemnification. If a claim under Section 10.1 is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, or if a claim for expenses incurred in defending a proceeding in advance of its final disposition authorized under Section 10.3 is not paid within 20 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. The claimant shall be presumed to be entitled to indemnification hereunder upon submission of a written claim (and, in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition, where the required undertaking has been tendered to the Corporation), and thereafter the Corporation shall have the burden of proof to overcome the presumption that the claimant is so entitled. It shall be a defense to any such action (other than

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an action with respect to expenses authorized under Section 10.3) that the claimant has not met the standards of conduct which make it permissible hereunder or under the Washington business corporation act for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct set forth herein or in the Washington business corporation act nor (except as provided in Section 10.3) an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled.

10.5 Nonexclusivity. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 10 shall be valid to the extent consistent with Washington law.

10.6 Indemnification of Officers, Employees and Agents. The Corporation may, by action of its Board of Directors from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to officers, employees and agents of the Corporation on the same terms and with the same scope and effect as the provisions of this Section 10 with respect to the indemnification and advancement of expenses of directors of the Corporation or pursuant to rights granted pursuant to, or provided by, the Washington business corporation act or on such other terms as the Board may deem proper.

10.7 Insurance and Other Security. The Corporation may maintain insurance, at its expense, to protect itself and any individual who is or was a director, officer, employee or agent of the Corporation or another corporation, a partnership, a joint venture, a trust or other enterprise against any liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as an officer, director, agent, or employee, whether or not the Corporation would have the power to indemnify such person against the same liability under the Washington business corporation act. The Corporation may enter into contracts with any director or officer of the Corporation in furtherance of the provisions of this Section 10 and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Section 10.

10.8 Amendment or Modification. This Section 10 may be altered or amended at any time as provided in these bylaws, but no such amendment shall have the effect of diminishing the rights of any person who is or was an officer or director as to any acts or omissions taken or omitted to be taken prior to the effective date of such amendment.

10.9 Effect of Section. The rights conferred by this Section 10 shall be deemed to be contract rights between the Corporation and each person who is or was a director or an officer.

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The Corporation expressly intends each such person to rely on the rights conferred hereby in performing such person’s respective duties on behalf of the Corporation.

SECTION 11

REPRESENTATION OF SHARES OF OTHER CORPORATIONS

Unless otherwise restricted by the Board of Directors, the Chairman, the Chief Executive Officer, the President, any Vice President and the Secretary of the Corporation are each authorized to vote, represent and exercise on behalf of the Corporation all rights incident to any and all shares of other corporations standing in the name of the Corporation. This authority may be exercised by any such officer either in person or by a duly executed proxy or power of attorney.

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EXHIBIT A

Section 1.1.	Date and time of annual shareholders’ meeting: the third Thursday in April.
Section 2.1.	Number of directors, unless and until changed by resolution of the Board of Directors: three (3).
Section 6.	Fiscal year: the period from and including January 1 to and including December 31 of each calendar year.
Section 7.	The corporate seal shall be the one of which an impression is affixed in the left-hand margin of this Exhibit A, bearing the words:

[                    ]

CORPORATE SEAL

WASHINGTON 1970

Date bylaws Adopted: [                 ], 201[    ]

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EX-3.6

Exhibit 3.6

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:09 PM 07/28/2010

FILED 09:02 PM 07/28/2010

SRV 100782102 – 4853875 FILE

CERTIFICATE OF INCORPORATION

OF

TPH NO. 1, INC.

FIRST

The name of the corporation is TPH No. 1, Inc. (the “Corporation”).

SECOND

The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

FOURTH

The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is ten thousand shares, all of which shall be designated “Common Stock,” having a par value of $0.00001 per share.

The holders of shares of Common Stock issued and outstanding shall be entitled to one (1) vote per share with respect to all matters brought before the stockholders of the Corporation and all matters on which they are entitled to vote pursuant to the Delaware General Corporation Law.

FIFTH

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, and the directors need not be elected by ballot unless required by the bylaws of the Corporation.

SIXTH

The name and mailing address of the sole incorporator is Douglas F. Bauer, 20201 SW Birch Street, Suite 100, Newport Beach, California 92660.

SEVENTH

In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized to make, alter or repeal the bylaws of the Corporation.

EIGHTH

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended hereafter to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

NINTH

The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to any action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person, such person’s testator or intestate is or was a director, officer or employee of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor of the Corporation.

TENTH

The Corporation shall not be governed by the business combination statute set forth in Section 203 of the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended.

ELEVENTH

The Corporation reserves the right to amend and repeal any provision contained in this Certificate of Incorporation in the manner from time to time prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

I, the undersigned, being the sole incorporator hereinabove named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein are true, and accordingly have executed this 27 day of July, 2010.

/s/ DOUGLAS F. BAUER

DOUGLAS F. BAUER, Sole Incorporator

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State of Delaware

Secretary of State

Division of Corporations

Delivered 06:47 PM 07/29/2010

FILED 06:39 PM 07/29/2010

SRV 100786405 – 4853875 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

TPH NO. 1, INC.

TPH No. 1, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: By unanimous written consent, the Board of Directors duly adopted resolutions approving this amendment to the Certificate of Incorporation of the Corporation, including the resolution set forth below:

“NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation of the Corporation is hereby amended by changing the Article thereof numbered ‘First’ so that, as amended, said Article shall be and read as follows:

‘FIRST

The name of the corporation is TPH Investments, Inc. (the ‘Corporation’).’”

SECOND: That, thereafter, the proposed amendment was duly adopted in accordance with the provisions of Section 242, and has been consented to by unanimous written consent of the stockholders, in accordance with Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by Douglas F. Bauer, its Chief Executive Officer, this 29th day of July 2010.

/s/ Douglas F. Bauer

Douglas F. Bauer

Chairman and Chief Executive Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:29 PM 09/27/2010

FILED 10:05 PM 09/27/2010

SRV 100945989 – 4853875 FILE

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

TPH INVESTMENTS, INC.

(FORMERLY KNOWN AS TPH NO. 1, INC.)

TPH Investments, Inc. (formerly known as TPH No. 1, Inc.), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: By unanimous written consent, the Board of Directors duly adopted resolutions approving this amendment to the Certificate of Incorporation of the Corporation, including the resolution set forth below:

“NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation of the Corporation is hereby amended by changing the Article thereof numbered ‘First’ so that, as amended, said Article shall be and read as follows:

‘FIRST

The name of the corporation is TRI Pointe Communities, Inc. (the ‘Corporation’).’”

SECOND: That, thereafter, the proposed amendment was duly adopted in accordance with the provisions of Section 242, and has been consented to by unanimous written consent of the stockholders, in accordance with Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by Douglas F. Bauer, its Chief Executive Officer, this 27th day of September, 2010.

/s/ Douglas F. Bauer

Douglas F. Bauer

Chief Executive Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:09 AM 05/07/2014

FILED 09:19 AM 05/07/2014

SRV 140577317 – 4853875 FILE

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1. The name of the corporation is TRI POINTE COMMUNITIES, INC..

2. The Registered Office of the corporation in the State of Delaware is changed to 2711 Centerville Road, Suite 400 (street), in the City of Wilmington, DE, County of New Castle Zip Code 19808. The name of the Registered Agent at such address upon whom process against this Corporation may be served is Corporation Service Company.

3. The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:	/s/ Dona Priebe
	Authorized Officer
Name:	Dona Priebe, Vice President
	Print or Type

EX-3.7

Exhibit 3.7

BYLAWS

OF

TPH INVESTMENTS, INC.

TABLE OF CONTENTS

		Page
ARTICLE 1.	STOCKHOLDERS		1
Section 1.1	Annual Meetings		1
Section 1.2	Special Meetings		1
Section 1.3	Notice of Meetings		1
Section 1.4	Adjournments		1
Section 1.5	Quorum		1
Section 1.6	Organization		2
Section 1.7	Voting; Proxies		2
Section 1.8	Fixing Date for Determination of Stockholders of Record		2
Section 1.9	List of Stockholders Entitled to Vote		3
Section 1.10	Action by Consent of Stockholders		3
Section 1.11	Inspectors of Election		4
Section 1.12	Conduct of Meetings		4
ARTICLE 2.	BOARD OF DIRECTORS		5
Section 2.1	Number; Qualifications		5
Section 2.2	Election; Resignation; Removal; Vacancies		5
Section 2.3	Regular Meetings		5
Section 2.4	Special Meetings		5
Section 2.5	Telephonic Meetings Permitted		5
Section 2.6	Quorum; Vote Required for Action		5
Section 2.7	Organization		5
Section 2.8	Written Consents		6
Section 2.9	Compensation		6
ARTICLE 3.	COMMITTEES		6
Section 3.1	Committees		6
Section 3.2	Committee Rules		6
ARTICLE 4.	OFFICERS		6
Section 4.1	Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies		6
Section 4.2	Chairman of the Board		7
Section 4.3	President		7
Section 4.4	Chief Executive Officer		7
Section 4.5	Vice Presidents		7
Section 4.6	Secretary		8
Section 4.7	Treasurer/Chief Financial Officer		8
Section 4.8	Compensation		8

(i)

		Page
ARTICLE 5.	STOCK		9
Section 5.1	Certificates		9
Section 5.2	Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates		9
ARTICLE 6.	EXCULPATION AND INDEMNIFICATION		9
Section 6.1	Exculpation; Reliance		9
Section 6.2	Right to Indemnification		9
Section 6.3	Prepayment of Expenses		10
Section 6.4	Claims		10
Section 6.5	Nonexclusivity of Rights		10
Section 6.6	Limited Recourse		10
Section 6.7	Contract Right		10
Section 6.8	Senior Officers		10
Section 6.9	Insurance		11
Section 6.10	Survival		11
ARTICLE 7.	MISCELLANEOUS		11
Section 7.1	Fiscal Year		11
Section 7.2	Seal		11
Section 7.3	Waiver of Notice of Meetings of Stockholders, Directors and Committees		11
Section 7.4	Interested Directors; Quorum		11
Section 7.5	Form of Records		12
Section 7.6	Amendment of Bylaws		12
Section 7.7	Definitions		12

(ii)

BYLAWS

OF

TPH INVESTMENTS, INC.,

a Delaware Corporation

ARTICLE 1. STOCKHOLDERS

Section 1.1 Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

Section 1.2 Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons.

Section 1.3 Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these bylaws, the written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation. An affidavit of mailing of any notice or report in accordance with the provisions of this Section 1.3, executed by the Secretary, Assistant Secretary or any transfer agent, shall be prima facie evidence of the giving of the notice.

Section 1.4 Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, then notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.5 Quorum. Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these bylaws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares

entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation or any subsidiary of the corporation to vote stock, including, but not limited to, its own stock, held by it in a fiduciary capacity.

Section 1.6 Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his or her absence by the Vice Chairman of the Board, if any, or in his or her absence by the President, or in his or her absence by the Chief Executive Officer, or in his or her absence by a Vice President, or in the absence of the foregoing persons by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote.

Section 1.7 Voting; Proxies. Except as otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one (1) vote for each share of stock held by such stockholder that has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the election of directors, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these bylaws, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock that are present in person or represented by proxy at the meeting and entitled to vote thereon.

Section 1.8 Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (a) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; (b) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten (10)

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days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (c) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 1.9 List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 1.10 Action by Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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Section 1.11 Inspectors of Election. The corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one (1) or more inspectors of election, who may be employees of the corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation may designate one (1) or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint (1) one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so, appointed or designated shall (a) ascertain the number of shares of capital stock of the corporation outstanding and the voting power of each such share, (b) determine the shares of capital stock of the corporation represented at the meeting and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the number of shares of capital stock of the corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election. If required by law, the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. To the extent required by law, no ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspector or inspectors after the closing of the polls unless the Court of Chancery upon application by a stockholder shall determine otherwise.

Section 1.12 Conduct of Meetings. The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

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ARTICLE 2. BOARD OF DIRECTORS

Section 2.1 Number; Qualifications. The authorized number of directors of the Board of Directors of the corporation shall be fixed at five (5) directors. Directors need not be stockholders.

Section 2.2 Election; Resignation; Removal; Vacancies. The Board of Directors shall initially consist of the person(s) elected as directors by the incorporator, and each director so elected shall hold office until the first annual meeting of stockholders or until his or her successor is elected and qualified. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one (1) year or until his or her successor is elected and qualified. Any director may resign at any time upon written notice to the corporation. Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he or she has replaced or until his or her successor is elected and qualified.

Section 2.3 Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given.

Section 2.4 Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, the Chief Executive Officer, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four (24) hours before the special meeting.

Section 2.5 Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this bylaw shall constitute presence in person at such meeting.

Section 2.6 Quorum; Vote Required for Action. At all meetings of the Board of Directors, a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation, these bylaws or applicable law otherwise provides, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.7 Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his or her absence by the Vice Chairman of the Board, if any, or in his or her absence by the President, or in his or her absence by the Chief Executive Officer, or in their absence by a chairman chosen at the meeting. The Secretary shall

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act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8 Written Consents. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Section 2.9 Compensation. Directors may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the Board of Directors.

ARTICLE 3. COMMITTEES

Section 3.1 Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation. The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it. No such committee shall have power or authority in reference to amending the Certificate of Incorporation of the corporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or revocation of dissolution, or amending these bylaws; and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock or adopt a certificate of ownership and merger.

Section 3.2 Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article 2 of these bylaws.

ARTICLE 4. OFFICERS

Section 4.1 Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a President, a Chief Executive Officer, a

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Secretary and a Chief Financial Officer or Treasurer, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also choose one (1) or more Vice Presidents, one (1) or more Assistant Secretaries, and one (1) or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

Section 4.2 Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time prescribed by the bylaws. If there is no President or Chief Executive Officer, then the Chairman of the Board shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 4.3 of this Article 4.

Section 4.3 President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, or the Chief Executive Officer, the President shall be a chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the corporation. He or she shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He or she shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the bylaws.

Section 4.4 Chief Executive Officer. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, or to the President, the Chief Executive Officer shall be a chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the corporation. In the absence of the President, he or she shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, if any, and the President, at all meetings of the Board of Directors. He or she shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the bylaws.

Section 4.5 Vice Presidents. In the absence or disability of the President and the Chief Executive Officer, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a Vice President designated by the Board of Directors, shall perform all the duties of the President and/or Chief Executive Officer, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President and/or Chief Executive

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Officer. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, the bylaws, the President, the Chief Executive Officer or the Chairman of the Board.

Section 4.6 Secretary. The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at directors’ meetings, the number of shares present or represented at stockholders’ meetings, and the proceedings.

The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required by the bylaws or by law to be given, and shall keep the seal of the corporation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors, the bylaws, the President, the Chief Executive Officer or the Chairman of the Board.

Section 4.7 Treasurer/Chief Financial Officer. The Treasurer or Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

The Treasurer or Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. The Treasurer or Chief Financial Officer shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President, the Chief Executive Officer and directors, whenever they request it, an account of all of his or her transactions as Treasurer or Chief Financial Officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors, the bylaws, the President, the Chief Executive Officer or the Chairman of the Board.

Section 4.8 Compensation. The compensation of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such compensation by reason of the fact that such officer is also a director of the corporation.

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ARTICLE 5. STOCK

Section 5.1 Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President, Chief Executive Officer or a Vice President, and by the Treasurer, Chief Financial Officer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by such stockholder in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 5.2 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such stockholder’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE 6. EXCULPATION AND INDEMNIFICATION

Section 6.1 Exculpation; Reliance. No Indemnitee shall be liable, in damages or otherwise, to the corporation or to any stockholder of the corporation for any loss that arises out of any act performed or omitted to be performed by it or him pursuant to the authority granted (1) by these bylaws, (2) by the board of directors of any stockholder of the corporation, (3) by any Senior Officer Employment and Equity Agreement, or (4) by any other properly authorized instrument executed by the corporation or any stockholder of the corporation so long as (a) such Indemnitee, at the time of such action or inaction, believed in good faith that such Indemnitee’s course of conduct was in the best interests of the corporation, (b) such Indemnitee’s performance of such act or failure to perform such act did not constitute fraud, gross negligence or willful misconduct, and (c) such Indemnitee did not breach these bylaws by such action or inaction. An Indemnitee shall be fully protected in relying in good faith upon the records of the corporation and upon such information, reports or statements presented to the corporation by any of its other managers, partners, officers, employees or committees of the corporation, or by any other Person as to matters the Indemnitee reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by the Partnership, including information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the corporation or any other facts pertinent to the existence or amount of assets from which distributions to the stockholders of the corporation might properly be paid.

Section 6.2 Right to Indemnification. The corporation shall to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was serving in the capacity as an Indemnitee, against any loss, damage, liability

-9-

or expense (including attorneys’ fees, costs of investigation and amount paid in settlement) incurred by or imposed upon the Indemnitee in connection with any such action, suit or proceeding, except to the extent that such loss, damage, liability or expense arose from the Indemnitee’s (i) failure to (A) act in good faith or (B) in a manner that such Indemnitee reasonably believed to be in or not contrary to the best interests of the corporation, (ii) fraud, gross negligence or willful misconduct, (iii) breach of these bylaws in any material respect, (iv) in the case of any Senior Officer, breach of any terms of employment or the Senior Officer Employment and Equity Agreement in any material respect, or (v) violation of a material law. Notwithstanding the foregoing, no indemnification shall be payable hereunder to any Indemnitee in respect of any action in which such Indemnitee is a plaintiff, other than an action for indemnification under this Article 6.

Section 6.3 Prepayment of Expenses. The corporation shall pay the expenses incurred by an Indemnitee in defending any action, suit or proceeding, or in opposing any claim arising in connection with any potential or threatened action, suit or proceeding, in each case for which indemnification may be sought pursuant to this Article 6, in advance of the final disposition thereof, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay such payment if it shall be determined by a court of competent jurisdiction that such Indemnitee is not entitled to indemnification therefore as provided herein.

Section 6.4 Claims. The rights to indemnification and advancement of expenses conferred in this Article 6 shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any law, statute, rule, regulation, charter document, bylaw, contract or agreement and shall inure to the benefit of the executors, administrators, personal representatives, successors and permitted assigns of each such Indemnitee.

Section 6.5 Nonexclusivity of Rights. The rights to indemnification and advancement of expenses conferred in this Article 6 shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any law, statute, rule, regulation, charter document, bylaw, contract or agreement and shall inure to the benefit of the executors, administrators, personal representatives, successors and permitted assigns of each such Indemnitee.

Section 6.6 Limited Recourse. Recourse by an Indemnitee for indemnity under this Article 6 shall be only against the corporation as an entity and no stockholder of the corporation shall by reason of being a stockholder be liable for the corporation’s obligations under this Article 6.

Section 6.7 Contract Right. Rights and benefits conferred on an Indemnitee under this Article 6 shall be considered a contract right and shall not be retroactively abrogated or restricted without the written consent of the Indemnitee affected by the proposed abrogation or restriction.

Section 6.8 Senior Officers. Notwithstanding the foregoing and except as provided in the next sentence, this Article 6 does not apply to any action, suit or proceeding by the corporation or any stockholder of the corporation against any Senior Officer, including to enforce any of rights under any Senior Officer Employment and Equity Agreement. This Section 6.8 shall be of no further force and effect with respect to any action, suit or proceeding

-10-

by the corporation or any stockholder of the corporation against any Senior Officer commenced after the consummation of a Qualified Public Offering or a Sale of the Company.

Section 6.9 Insurance. As soon as practicable after the date of these bylaws, the corporation or the stockholder of the corporation shall cause to be maintained insurance covering liability of each Indemnitee in such amounts and on such terms as the Board of Directors determines in good faith to be commercially reasonable.

Section 6.10 Survival. The provisions of this Article 6 shall survive any termination or amendment of these bylaws, any Person ceasing to be a stockholder of the corporation or the dissolution of the corporation.

ARTICLE 7. MISCELLANEOUS

Section 7.1 Fiscal Year. Unless otherwise fixed by resolution of the Board of Directors, the fiscal year of the corporation shall end on December 31 of each calendar year.

Section 7.2 Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

Section 7.3 Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

Section 7.4 Interested Directors; Quorum. No contract or transaction between the corporation and one (1) or more of its directors or officers, or between the corporation and any other corporation, partnership, limited liability company, association, or other organization in which one (1) or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof that authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if: (a) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (b) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a

-11-

quorum at a meeting of the Board of Directors or of a committee that authorizes the contract or transaction.

Section 7.5 Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time.

Section 7.6 Amendment of Bylaws. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the certificate of incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the Board of Directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

Section 7.7 Definitions. Capitalized terms not defined herein shall have the meaning ascribed in such terms in the LLC Agreement.

(a) “Indemnitee” means each Person who is or was (i) a stockholder of the corporation, Unit Holder or Board Member, (ii) an Affiliate of a stockholder of the corporation, Unit Holder or Board Member, or (iii) each Person serving at the request of the corporation as a manager, member of the board of managers, director or officer of another limited liability company, corporation, partnership, joint venture, trust or other entity or enterprise in connection with the business of the corporation including, without limitation, each Person who is or was an officer or director of any stockholder of the corporation.

(b) “LLC Agreement” means that certain Limited Liability Company Operating Agreement for TRI Pointe Homes, LLC entered into on September 24, 2010, as the same may be amended and restated from time to time.

-12-

CERTIFICATE OF SECRETARY

I hereby certify that I am the duly elected, qualified and acting Secretary of TPH Investments, Inc., and that the above and foregoing Bylaws were adopted as the Bylaws of said corporation on the 29th day of July, 2010, by the directors of this corporation, pursuant to an Action by Unanimous Written Consent.

IN WITNESS WHEREOF, I have hereunto set my hand as of this 29th day of July, 2010.

/s/ DOUGLAS F. BAUER

DOUGLAS F. BAUER, Secretary

CERTIFICATE OF AMENDMENT OF BYLAWS OF

TRI POINTE COMMUNITIES, INC.

(formerly known as TPH Investments, Inc. and as TPH No. 1, Inc.)

The Bylaws of TRI Point Communities, Inc., a Delaware corporation (the “Corporation”), formerly known as TPH Investments, Inc., and as TPH No. 1, Inc., are hereby amended, effective as of September 27, 2010, as follows:

The Bylaws of the Corporation are hereby revised in their entirety to reflect that the name of the Corporation has been changed from “TPH Investments, Inc.” to “TRI Pointe Communities, Inc.”

This Certificate of Amendment of Bylaws of the Corporation shall be filed with the Bylaws of the Corporation.

CERTIFICATE OF SECRETARY

I HEREBY CERTIFY that I am duly elected, qualified and acting Secretary of TRI Pointe Communities, Inc., a Delaware corporation (the “Corporation”), formerly known as TPH Investments, Inc. and as TPH No. 1, Inc., and that the above and foregoing Amendment to the Bylaws, was adopted by the written consent of the sole shareholder of the Corporation on September 27, 2010.

IN WITNESS WHEREOF, I have signed this Certificate of Secretary as of September 27, 2010.

/s/ DOUGLAS F. BAUER

DOUGLAS F. BAUER, Secretary

CERTIFICATE OF AMENDMENT OF BYLAWS OF

TRI POINTE COMMUNITIES, INC.

The Bylaws of TRI Pointe Communities, Inc., a Delaware corporation (the “Corporation”, are hereby amended, effective as of August 7, 2013, as follows:

The Bylaws of the Corporation are hereby revised in their entirety to reflect that Article 2, Section 2.1 of the Bylaws of the Corporation is hereby deleted in its entirety and new Article 2, Section 2.1 is hereby inserted in place thereof to provide as follows:

“Section 2.1 Number; Qualifications. The authorized number of directors of the Board of Directors of the corporation shall be fixed at three (3) directors. Directors need not be stockholders.”

This Certificate of Amendment of Bylaws of the Corporation shall be filed with the Bylaws of the Corporation.

~ 1 ~

CERTIFICATE OF SECRETARY

I HEREBY CERTIFY that I am the duly elected, qualified and acting Secretary of TRI Pointe Communities, Inc., a Delaware corporation (the “Corporation”) and that the above and foregoing Certificate of Amendment of Bylaws was adopted as the Amendment of Bylaws of said corporation on the 7^th day of August, 2013, by the sole shareholder of this Corporation, pursuant to an Action by Written Consent.

IN WITNESS WHEREOF, I have hereunto set my hand as of this 7^th day of August, 2013.

/s/ THOMAS J. MITCHELL

THOMAS J. MITCHELL, Secretary

~ 2 ~

EX-3.8

Exhibit 3.8

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:09 PM 07/28/2010

FILED 09:09 PM 07/28/2010

SRV 100782103 - 4853917 FILE

CERTIFICATE OF LIMITED PARTNERSHIP

OF

TRI POINTE HOMES, LP

The undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, Title 6 Delaware Code, Chapter 17, does hereby certify as follows:

1. The name of the limited partnership (the “Partnership”) is TRI Pointe Homes, LP.

2. The address of the registered office of the Partnership in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name and address of the registered agent of the Partnership in the State of Delaware are The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

3. The name and mailing address of the sole general partner of the Partnership are as follows:

TPH No. 1, Inc.

20201 SW Birch Street, Suite 100

Newport Beach, California 92660

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of TRI Pointe Homes, LP, as of July 27, 2010.

TPH NO. 1, INC., a Delaware corporation, General Partner
By:	/s/ Douglas F. Bauer
	Douglas F. Bauer
	Its:	Chairman and Chief Executive Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:47 PM 07/29/2010

FILED 06:40 PM 07/29/2010

SRV 100786409 - 4853917 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF LIMITED PARTNERSHIP

OF

TRI POINTE HOMES, LP

The undersigned, desiring to amend the Certificate of Limited Partnership of TRI Pointe Homes, LP, pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the limited partnership (the “Partnership”) is: TRI Pointe Homes, LP.

SECOND: Article 3 of the Certificate of Limited Partnership of TRI Pointe Homes, LP, is hereby deleted in its entirety and the following is substituted in lieu thereof:

“3. The name and address of the sole general partner of the Partnership are as follows:

TPH Investments, Inc.

20201 SW Birch Street, Suite 100

Newport Beach, California 92660

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Certificate of Limited Partnership of TRI Pointe Homes, LP, as of July 29, 2010.

TPH INVESTMENTS, INC., a Delaware corporation, General Partner
By:	/s/ Douglas F. Bauer
	Douglas F. Bauer
	Its:	Chairman and Chief Executive Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:55 PM 08/16/2010

FILED 01:44 PM 08/16/2010

SRV 100831001 - 4853917 FILE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF LIMITED PARTNERSHIP

OF

TRI POINTE HOMES, LP

The undersigned, desiring to amend the Certificate of Limited Partnership of TRI Pointe Homes, LP, pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

1. The name of the limited partnership (the “Partnership”) is TRI Pointe Homes, LP.

2. Article 1 of the Certificate of Limited Partnership of TRI Pointe Homes, LP, is hereby deleted in its entirety and the following is substituted in lieu thereof:

“1. The name of the Partnership is TRI Pointe Operating, LP.”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Certificate of Limited Partnership of TRI Pointe Homes, LP, as of August 16, 2010.

TPH INVESTMENTS, INC., a Delaware corporation, General Partner
By:	/s/ Douglas F. Bauer
	Douglas F. Bauer
	Its:	Chief Executive Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:29 PM 09/27/2010

FILED 10:09 PM 09/27/2010

SRV 100945991 - 4853917 FILE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF LIMITED PARTNERSHIP

OF

TRI POINTE OPERATING, LP

(FORMERLY KNOWN AS TRI POINTE HOMES, LP)

The undersigned, desiring to amend the Certificate of Limited Partnership of TRI Pointe Operating, LP (formerly known as TRI Pointe Homes, LP), pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

1. The name of the limited partnership (the “Partnership”) is TRI Pointe Operating, LP. The Partnership was formerly known as TRI Pointe Homes, LP.

2. Article 1 of the Certificate of Limited Partnership is hereby deleted in its entirety and the following is substituted in lieu thereof:

“1. The name of the Partnership is TRI Pointe Contractors, LP.”

Article 3 of the Certificate of Limited Partnership is hereby deleted in its entirety and the following is substituted in lieu thereof:

“3. The name and address of the sole general partner of the Partnership are as follows:

Tri Pointe Communities, Inc.

20201 SW Birch Street, Suite 100

Newport Beach, California 92660

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Certificate of Limited Partnership of TRI Pointe Operating, LP (formerly known as TRI Pointe Homes, LP), as of September 27, 2010.

TRI POINTE COMMUNITIES, INC., a Delaware corporation, General Partner
By:	/s/ Douglas F. Bauer
	Douglas F. Bauer
	Its:	Chief Executive Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:00 AM 04/09/2012

FILED 08:00 AM 04/09/2012

SRV 120412896 - 4853917 FILE

STATE OF DELAWARE

AMENDMENT TO THE CERTIFICATE OF

LIMITED PARTNERSHIP

The undersigned, desiring to amend the Certificate of Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is TRI Pointe Contractors, LP (the “Partnership”)

SECOND: Article 3 of the Certificate of Limited Partnership shall be amended as follows:

“3. The address of the sole general partner, TRI Pointe Communities, Inc., is as follows:

19520 Jamboree Road, Suite 200, Irvine, California 92612

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 28th day of March, A.D. 2012.

TRI POINTE COMMUNITIES, INC.
By:	/s/ Michael D. Grubbs
	General Partner(s)
	Michael D. Grubbs
Name:	Chief Financial Officer
	Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:10 AM 05/07/2014

FILED 09:28 AM 05/07/2014

SRV 140577399 - 4853917 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED PARTNERSHIP

The limited partnership organized and existing under the Limited Partnership Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited partnership is TRI POINTE CONTRACTORS, LP.

2. The Registered Office of the limited partnership in the State of Delaware is changed to 2711 Centerville Road, Suite 400 (street), in the City of Wilmington, Zip Code 19808. The name of the Registered Agent at such address upon whom process against this limited partnership may be served is Corporation Service Company.

	By: Tri Pointe Communities, Inc., its general partner
By:	/s/ Dona Priebe
	General Partner
Name:	Dona Priebe, Vice President
	Print or Type

EX-3.9

Exhibit 3.9

AGREEMENT OF LIMITED PARTNERSHIP

OF

TRI POINTE OPERATING, LP

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), IN RELIANCE UPON ONE (1) OR MORE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. IN ADDITION, THE OFFER AND SALE OF THESE SECURITIES HAVE NOT BEEN QUALIFIED OR REGISTERED UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, THE “STATE ACTS”), IN RELIANCE UPON ONE (1) OR MORE EXEMPTIONS FROM THE QUALIFICATION OR REGISTRATION PROVISIONS OF THE STATE ACTS OR PREEMPTION PURSUANT TO THE SECURITIES ACT. YOU MAY NOT OFFER OR SELL OR OTHERWISE TRANSFER THESE SECURITIES OR ANY INTEREST THEREIN TO, OR RECEIVE ANY CONSIDERATION THEREFOR FROM, ANY PERSON OR ENTITY WITHOUT FIRST PROVIDING TO THE COMPANY AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE PARTNERSHIP THAT THE PROPOSED OFFER, SALE OR OTHER TRANSFER IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION AND QUALIFICATION REQUIREMENTS OF THE SECURITIES ACTS OR THE STATE ACTS. IN ADDITION, THE INTERESTS ARE SUBJECT TO SIGNIFICANT OTHER RESTRICTIONS ON TRANSFER CONTAINED IN THE AGREEMENT OF LIMITED PARTNERSHIP OF TRI POINTE OPERATING, LP GOVERNING THE COMPANY, INCLUDING, WITHOUT LIMITATION, A PROHIBITION ON TRANSFER WITHOUT THE PRIOR WRITTEN CONSENT OF ONE (1) OR MORE OF THE PARTNERS, WHICH CONSENT MAY BE WITHHELD IN EACH SUCH PARTNER’S SOLE AND ABSOLUTE DISCRETION. NO PUBLIC OR OTHER MARKET WILL DEVELOP FOR THE INTERESTS IN THE PARTNERSHIP, AND YOU WILL BE REQUIRED TO HOLD THE INTERESTS FOR AN INDEFINITE PERIOD OF TIME AND CONTINUE TO BEAR THE ECONOMIC RISK OF A TOTAL LOSS OR YOUR INVESTMENT.

TABLE OF CONTENTS

		Page
ARTICLE I	FORMATION AND AGREEMENT OF LIMITED PARTNERSHIP		1
1.01	Formation		1
1.02	Filings		1
1.03	Name of Partnership		1
1.04	Principal Office		1
1.05	Delaware Office and Agent		2
1.06	Nature of Business		2
1.07	Outside Activities		2
1.08	The Partners		2
1.09	Term of Partnership		2
ARTICLE II	MANAGEMENT AND OPERATION OF THE PARTNERSHIP		2
2.01	Management by the General Partner		2
2.02	Restrictions and Limitations on the Limited Partners		3
2.03	Exculpation; Reliance		3
2.04	Indemnification		4
2.05	Survival		5
2.06	Reimbursement and Fees		5
2.07	Liability of Limited Partners		5
ARTICLE III	CAPITAL CONTRIBUTIONS AND FINANCIAL OBLIGATIONS OF THE PARTNERS
3.01	Initial Capital Contributions		6
3.02	Capital Contributions in General		6
ARTICLE IV	ALLOCATION OF PROFITS AND LOSSES		6
4.01	Allocation of Net Losses		6
4.02	Net Profits		7
4.03	Special Allocations		7
4.04	Curative Allocations		8
4.05	Differing Tax Basis; Tax Allocation		8
ARTICLE V	DISTRIBUTIONS		8
5.01	Distribution of Cash Flow		8
5.02	Limitations on Distributions		8
5.03	In-Kind Distribution		8
ARTICLE VI	RESTRICTIONS ON TRANSFER OF INTERESTS		9
6.01	Limitations on Transfer		9
6.02	Admission of Substituted Partners		9
6.03	Election; Allocations Between Transferor and Transferee		9

(i)

		Page
6.04	Partition		10
6.05	Distributions Upon Withdrawal		10
6.06	No Contractual Appraisal Rights		10
ARTICLE VII	DISSOLUTION AND WINDING UP OF THE PARTNERSHIP		10
7.01	Events Causing Dissolution of the Partnership		10
7.02	Termination of the Partnership		11
7.03	Negative Capital Account Restoration		12
ARTICLE VIII	BOOKS AND RECORDS		12
8.01	Books and Records		12
8.02	Inspection		12
8.03	Accounting		13
8.04	Bank Accounts		13
8.05	Tax Returns		13
8.06	Tax Matters Partner		13
ARTICLE IX	MISCELLANEOUS		13
9.01	Notices		13
9.02	Construction of Agreement		14
9.03	Further Acts		14
9.04	Preservation of Intent		14
9.05	Waiver		15
9.06	Entire Agreement		15
9.07	Amendments		15
9.08	Choice of Law		15
9.09	No Third-Party Beneficiaries		15
9.10	No Usury		15
9.11	Waiver of Jury Trial		16
9.12	Timing		16
9.13	Remedies for Breach of this Agreement		16
9.14	No Consequential Damages		16
9.15	Nonrecourse Nature of the Agreement		16
ARTICLE X	DEFINITIONS		17
10.01	Act		17
10.02	Adjusted Capital Account		17
10.03	Affiliate		17
10.04	Agreement		17
10.05	Capital Account		17
10.06	Cash Flow		18
10.07	Code		18
10.08	Fiscal Year		18
10.09	General Partner		18

(ii)

		Page
10.10	Indemnitee		18
10.11	Interest		19
10.12	Limited Partner		19
10.13	Liquidation		19
10.14	LLC Agreement		19
10.15	Net Profits and Net Losses		19
10.16	Nonrecourse Parties		19
10.17	Partners; Partner		20
10.18	Partnership		20
10.19	Percentage Interest		20
10.20	Person		20
10.21	Regulatory Allocations		20
10.22	Senior Officer		20
10.23	Senior Officer Employment and Equity Agreement		20
10.24	Successor General Partner		20
10.25	Transfer		20
10.26	Treasury Regulation		21

Exhibit:

Exhibit “A”            Names, Addresses and Percentage Interests of the Partners

(iii)

AGREEMENT OF LIMITED PARTNERSHIP

OF

TRI POINTE OPERATING, LP

THIS AGREEMENT OF LIMITED PARTNERSHIP OF TRI POINTE OPERATING, LP, is entered into effective as of September     , 2010, by and between TPH INVESTMENTS, INC., a Delaware corporation, as the general partner (the “General Partner”); and TRI POINTE HOMES, LLC, a Delaware limited liability company, as the limited partner (the “Limited Partner”). The capitalized terms used herein shall have the respective meanings assigned to such terms in Article X.

ARTICLE I

FORMATION AND AGREEMENT OF LIMITED PARTNERSHIP

1.01 Formation

The Partners hereby form a limited partnership pursuant to the provisions of the Act for the purposes and scope set forth in this Agreement.

1.02 Filings

The General Partner shall execute a Certificate of Limited Partnership pursuant to the provisions of Section 17-201 of the Act which the General Partner shall cause to be duly filed in the Office of the Delaware Secretary of State and certified copies of which may be, in the General Partner’s sole and absolute discretion, recorded in any county within or outside of the State of Delaware. The General Partner may execute and cause to be filed such other certificates, securities filings or other documents as may be necessary or appropriate, in the sole and absolute discretion of the General Partner, for the formation, operation, continuation, qualification and/or registration of a limited partnership in the State of Delaware, the State of California and any other state, commonwealth or the District of Columbia, in which the Partnership may elect to do business or own property.

1.03 Name of Partnership

The Partnership was originally formed under the name “TRI Pointe Homes, LP,” but subsequently changed its name to “TRI Pointe Operating, LP.” The Partnership shall conduct business under such name or any other name the General Partner may select that complies with the Act.

1.04 Principal Office

The principal office of the Partnership initially shall be located at 20201 SW Birch Street, Suite 100, Newport Beach, California 92660, and may thereafter be changed from time to time by the General Partner, in its sole and absolute discretion, upon written notice to the Limited Partner.

1.05 Delaware Office and Agent

The Partnership shall maintain a Delaware registered office and an agent for service of process in the State of Delaware as required by the Act. If the registered agent ceases to act as such for any reason, the registered office changes or the General Partner otherwise determines to change any such office or agent, then the General Partner shall designate a replacement registered office or agent, as the case may be.

1.06 Nature of Business

The Partnership is authorized to engage in any activity permitted by the Act.

1.07 Outside Activities

To the maximum extent allowed under the Act, no Partner shall have any obligations (fiduciary or otherwise) with respect to the Partnership or to the other Partner insofar as making other investment opportunities available to the Partnership or to the other Partner. Each Partner may, to the maximum extent allowed under the Act, engage in whatever activities such Partner may choose without having or incurring any obligation to offer any interest in such activities to the Partnership or to the other Partner. Neither this Agreement nor any activities undertaken pursuant hereto shall prevent any Partner from engaging in such activities, and the fiduciary duties of the Partners shall be limited solely to those arising from engaging in the business of the Partnership.

1.08 The Partners

The respective names and business or residence addresses of the Partners are set forth on Exhibit “A” attached hereto. Each Partner shall promptly advise the Partnership in writing of any change to such information. Although the General Partner shall be responsible for managing the business and affairs of the Partnership, the Partners acknowledge and agree that, except as otherwise provided in this Agreement, (i) the General Partner will not own any economic interest in the Partnership (as authorized by Section 17-401(a) of the Act), and (ii) the Limited Partner will own one hundred percent (100%) of the economic interests in the Partnership.

1.09 Term of Partnership

The term of the Partnership shall commence on the date the Certificate of Limited Partnership for the Partnership is filed with the Delaware Secretary of State and shall continue perpetually, unless dissolved sooner pursuant to Article VII. The existence of the Partnership as a separate legal entity shall continue until the cancellation of the Partnership’s Certificate of Limited Partnership.

ARTICLE II

MANAGEMENT AND OPERATION OF THE PARTNERSHIP

2.01 Management by the General Partner

In addition to the specific rights and powers herein granted, the General Partner shall possess, enjoy and may exercise all of the rights and powers of a general partner as more

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particularly provided by the Act. Subject to Section 2.02, the General Partner shall have the full and complete charge of all aspects of the business and affairs of the Partnership, and the management and control of the Partnership’s business shall rest exclusively with the General Partner. All contracts, agreements, documents and instruments affecting or relating to the business of the Partnership (including, without limitation, the Certificate of Limited Partnership for the Partnership, any amendments thereto, and any document evidencing cancellation thereof and any and all other contracts, agreements, documents and instruments required or permitted to be executed in connection the Partnership) may be executed on the Partnership’s behalf only by the General Partner, and without execution by the Limited Partner.

2.02 Restrictions and Limitations on the Limited Partners

The Limited Partner shall not have any right, power, or authority to act for or bind the Partnership. Except as otherwise provided in this Agreement, to the maximum extent allowed by law, the Limited Partner shall not take any part in the conduct or control of the Partnership’s business and the Limited Partner shall only have the right to vote upon Partnership matters in the manner set forth below in this Section 2.02. Moreover, notwithstanding any term or provision set forth in Section 2.01, the General Partner shall not have the right, power or authority to undertake any of the following without obtaining the prior approval of the Limited Partner in the manner set forth below in this Section 2.02:

(a) Amendment. Any amendment to this Agreement;

(b) Admission of Additional General Partner. The admission of an additional general partner;

(c) Election of Successor General Partner. The election of a Successor General Partner pursuant to Section 7.01 if the last remaining General Partner for any reason ceases to act; and

(d) Other Matters. Any other matter requiring the affirmative vote of the Limited Partner in accordance with the terms of this Agreement.

All of the matters set forth above must receive the unanimous affirmative vote of the General Partner and the Limited Partner, except for the matter referenced in Section 2.02(d), which shall require the affirmative vote of the Limited Partner in the manner set forth in this Agreement. Meetings of the Partners may be called by the General Partner for the purpose of discussing and/or voting upon the matters described above in this Section 2.02. The General Partner may either seek the written vote of the Partners on any proposed matter by written consent without a meeting or may call a meeting of the Partners to vote thereon. Procedures for noticing of and voting at such meetings or by consent in lieu of meetings shall be in accordance with the Act.

2.03 Exculpation; Reliance

No Indemnitee shall be liable, in damages or otherwise, to the Partnership or to any Partner for any loss that arises out of any act performed or omitted to be performed by it or him pursuant to the authority granted (1) by this Agreement, (2) by the board of directors of either Partner, (3) by any Senior Officer Employment and Equity Agreement, or (4) by any other

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properly authorized instrument executed by the Partnership or either Partner so long as (a) such Indemnitee, at the time of such action or inaction, believed in good faith that such Indemnitee’s course of conduct was in the best interests of the Partnership, (b) such Indemnitee’s performance of such act or failure to perform such act did not constitute fraud, gross negligence or willful misconduct, and (c) such Indemnitee did not breach this Agreement by such action or inaction. An Indemnitee shall be fully protected in relying in good faith upon the records of the Partnership and upon such information, reports or statements presented to the Partnership by any of its other managers, partners, officers, employees or committees of the Partnership, or by any other Person as to matters the Indemnitee reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by the Partnership, including information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Partnership or any other facts pertinent to the existence or amount of assets from which distributions to the Partners might properly be paid.

2.04 Indemnification

(a) Partnership Indemnity. The Partnership shall to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was serving in the capacity as an Indemnitee, against any loss, damage, liability or expense (including attorneys’ fees, costs of investigation and amount paid in settlement) incurred by or imposed upon the Indemnitee in connection with any such action, suit or proceeding, except to the extent that such loss, damage, liability or expense arose from the Indemnitee’s (i) failure to (A) act in good faith or (B) in a manner that such Indemnitee reasonably believed to be in or not contrary to the best interests of the Partnership, (ii) fraud, gross negligence or willful misconduct, (iii) breach of this Agreement in any material respect, (iv) in the case of any Senior Officer, breach of any terms of employment or the Senior Officer Employment and Equity Agreement in any material respect, or (v) violation of a material law. Notwithstanding the foregoing, no indemnification shall be payable hereunder to any Indemnitee in respect of any action in which such Indemnitee is a plaintiff, other than an action for indemnification under Sections 2.03, 2.04 and/or 2.05.

(b) Payment of Expenses. The Partnership shall pay the expenses incurred by an Indemnitee in defending any action, suit or proceeding, or in opposing any claim arising in connection with any potential or threatened action, suit or proceeding, in each case for which indemnification may be sought pursuant to Sections 2.03, 2.04 and/or 2.05, in advance of the final disposition thereof, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay such payment if it shall be determined by a court of competent jurisdiction that such Indemnitee is not entitled to indemnification therefore as provided herein.

(c) Non-Exclusive Rights. The rights to indemnification and advancement of expenses conferred in Sections 2.03, 2.04 and/or 2.05 shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any law, statute, rule, regulation, charter document, bylaw, contract or agreement and shall inure to the benefit of the executors, administrators, personal representatives, successors and permitted assigns of each such Indemnitee.

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(d) Limited Recourse. Recourse by an Indemnitee for indemnity under Sections 2.03, 2.04 and/or 2.05 shall be only against the Partnership as an entity and no Partner shall by reason of being a Partner shall be liable for the Partnership’s obligations under Sections 2.03, 2.04 and/or 2.05.

(e) Contract Right. Rights and benefits conferred on an Indemnitee under Sections 2.03, 2.04 and/or 2.05 shall be considered a contract right and shall not be retroactively abrogated or restricted without the written consent of the Indemnitee affected by the proposed abrogation or restriction.

(f) Senior Officers. Notwithstanding the foregoing and except as provided in the next sentence, Sections 2.03, 2.04 and/or 2.05 do not apply to any action, suit or proceeding by the Partnership or any member of the Limited Partner against any Senior Officer, including to enforce any of rights under any Senior Officer Employment and Equity Agreement. This Section 2.04(f) shall be of no further force and effect with respect to any action, suit or proceeding by the Partnership or any member of the Limited Partner against any Senior Officer commenced after the consummation of a Qualified Public Offering or a Sale of the Company (as such terms are defined in the LLC Agreement).

(g) Insurance. As soon as practicable after the Agreement Date, the Partnership shall cause to be maintained insurance covering liability of each Indemnitee in such amounts and on such terms as the General Partner determines in good faith to be commercially reasonable.

2.05 Survival

The provisions of Sections 2.03, 2.04 and/or 2.05 shall survive any termination or amendment of this Agreement, any Person ceasing to be a Partner or the dissolution or termination of the Partnership.

2.06 Reimbursement and Fees

The General Partner (and its Affiliates) shall be reimbursed for any reasonable expenses incurred by General Partner (and/or such Affiliates) on behalf of the Partnership. None of the reimbursements made to the General Partner (and/or its Affiliates) pursuant to this Section 2.06 shall reduce the General Partner’s Capital Account. Except as otherwise provided in this Agreement, none of the Partners (or their respective Affiliates and/or other representatives) shall be paid any compensation for rendering services to the Partnership.

2.07 Liability of Limited Partners

Except as otherwise set forth in this Agreement, the Limited Partner shall not be liable to the Partnership, the other Partner or any third party for the debts, obligations and liabilities of the Partnership or any other losses thereof, it being expressly understood and agreed that the liability of the Limited Partner for such debts, obligations, liabilities and losses shall be limited to such Partner’s Interest in the Partnership.

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ARTICLE III

CAPITAL CONTRIBUTIONS AND

FINANCIAL OBLIGATIONS OF THE PARTNERS

3.01 Initial Capital Contributions

Concurrently with the execution and delivery of this Agreement and pursuant to the Contribution Agreement, the Limited Partner shall assign and contribute to the capital of the Partnership all of the “Contributed Assets” (as such term is defined in the Contribution Agreement), except for certain of the Contributed Assets which are assigned and contributed to the General Partner or the Limited Partner pursuant to the Transfer Documents (as such term is defined in the Contribution Agreement). As a result of such assignments and contributions, the Limited Partner’s Capital Account shall be credited with the amount set forth opposite such Partner’s name under the column entitled “Initial Capital Account Credit” on Exhibit “A” attached hereto.

3.02 Capital Contributions in General

Except as otherwise expressly provided in this Agreement or as may otherwise be determined by the General Partner, (i) no part of the contributions of any Partner to the capital of the Partnership may be withdrawn by such Partner, (ii) no Partner shall be entitled to receive interest on such Partner’s contributions to the capital of the Partnership, (iii) no Partner shall have the right to demand or receive property other than cash in return for such Partner’s contribution to the Partnership, and (iv) no Partner shall be required or entitled to contribute additional capital to the Partnership other than as permitted or required under this Article III.

ARTICLE IV

ALLOCATION OF PROFITS AND LOSSES

4.01 Allocation of Net Losses

Net Losses of the Partnership for each fiscal year (or part thereof) shall be allocated to the Partners at the end of such fiscal year (or part thereof) in the following order of priority:

(a) First Tier Losses. First, to the Limited Partner to the extent of the amount by which the aggregate cumulative Net Profits for the current and all prior fiscal years of the Partnership allocated to such Partner throughout the term hereof pursuant to Section 4.02(c) exceeds the aggregate cumulative Net Losses for the current and all prior fiscal years of the Partnership allocated to such Partner throughout the term hereof pursuant to this Section 4.01(a);

(b) Second Tier Losses. Second, to the Partners in proportion to, and to the extent of, their respective positive Capital Account balances, if any; and

(c) Third Tier Losses. Thereafter, one hundred percent (100%) to the General Partner.

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4.02 Net Profits

Net Profits of the Partnership for each fiscal year (or part thereof) shall be allocated to the Partners at the end of such fiscal year (or part thereof) in the following order of priority:

(a) First Tier Profits. First, to the General Partner to the extent of the amount by which the aggregate cumulative Net Losses for the current and all prior fiscal years of the Partnership allocated to such Partner throughout the term hereof pursuant to Section 4.01(c) exceeds the aggregate cumulative Net Profits for the current and all prior fiscal years of the Partnership allocated to such Partner throughout the term hereof pursuant to this Section 4.02(a);

(b) Second Tier Profits. Second, to the Partners in proportion to, and to the extent of, the amount by which the aggregate cumulative Net Losses for the current and all prior fiscal years of the Partnership allocated to each such Partner throughout the term hereof pursuant to Section 4.01(b) exceeds the aggregate cumulative Net Profits for the current and all prior fiscal years of the Partnership allocated to each such Partner throughout the term hereof pursuant to this Section 4.02(b); and

(c) Third Tier Profits. Thereafter, one hundred percent (100%) to the Limited Partner.

4.03 Special Allocations

Notwithstanding any other provision of this Agreement, no Net Losses or item of expense, loss or deduction shall be allocated to the Limited Partner to the extent such an allocation would cause or increase a deficit balance standing in such Partner’s Adjusted Capital Account and any such Net Losses shall instead be allocated one hundred percent (100%) to the General Partner. In addition, items of income and gain shall be specially allocated to the Partners in accordance with and to the extent required by the qualified income offset provisions set forth in Treasury Regulation Section 1.704-1(b)(2)(ii)(d). Notwithstanding any other provision in this Article IV, (i) any and all “partnership nonrecourse deductions” (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Partnership for any Fiscal Year or other period shall be allocated one hundred percent (100%) to the Limited Partner; (ii) any and all “partner nonrecourse deductions” (as such term is defined in Treasury Regulation Section 1.704-2(i)(2)) attributable to any “partner nonrecourse debt” (as such term is defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Partner that bears the “economic risk of loss” (as determined under Treasury Regulation Section 1.752-2) for such “partner nonrecourse debt” in accordance with Treasury Regulation Section 1.704-2(i)(1); (iii) each Partner shall be specially allocated items of Partnership income and gain in accordance with the partnership minimum gain chargeback requirements set forth in Treasury Regulation Sections 1.704-2(f) and 1,704-2(g); and (iv) each Partner with a share of the minimum gain attributable to any “partner nonrecourse debt” shall be specially allocated items of Partnership income and gain in accordance with the partner minimum gain chargeback requirements of Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(i)(5). Any and all “excess nonrecourse liabilities” of the Partnership as determined under Treasury Regulation Section 1.752-3(a)(3) shall be allocated one hundred percent (100%) to the Limited Partner.

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4.04 Curative Allocations

The allocations set forth in Section 4.03 (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Partners that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss or deduction pursuant to this Section 4.04. Therefore, notwithstanding any other provision of this Article IV (other than the Regulatory Allocations), the General Partner is authorized to make such offsetting special allocations of Partnership income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Partner’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of this Agreement and all Partnership items were allocated pursuant to Sections 4.01 and 4.02. In exercising its discretion under this Section 4.04, the General Partner shall take into account future Regulatory Allocations under Section 4.03 but, although not yet made, are likely to offset other Regulatory Allocations previously made under the provisions of Section 4.03.

4.05 Differing Tax Basis; Tax Allocation

Depreciation and/or cost recovery deductions and gain or loss with respect to each item of property treated as contributed to the capital of the Partnership shall be allocated among the Partners for federal income tax purposes in accordance with the principles of Section 704(c) of the Code and the Treasury Regulations promulgated thereunder, and for state income tax purposes in accordance with comparable provisions of applicable state law, so as to take into account the variation, if any, between the adjusted tax basis of such property and its book value (as determined for purposes of the maintenance of Capital Accounts in accordance with this Agreement and Treasury Regulation Section 1.704-1(b)(2)(iv)(g)).

ARTICLE V

DISTRIBUTIONS

5.01 Distribution of Cash Flow

Subject to Section 7.02, Cash Flow realized by the Partnership for each Fiscal Year (or part thereof) shall be distributed one hundred percent (100%) to the Limited Partner.

5.02 Limitations on Distributions

Notwithstanding any provision contained in this Agreement, the Partnership shall not make a distribution of Cash Flow (or other proceeds) to any Partner if such distribution would violate Section 17-607(a) of the Act or other applicable law.

5.03 In-Kind Distribution

Assets of the Partnership (other than cash) may not be distributed in kind to the Partners without the prior consent of the General Partner. If any assets of the Partnership are distributed to a Partner in kind, then for purposes of this Agreement, such assets shall be valued on the basis of the fair market value determined by the General Partner (without taking into account Section 7701(g) of the Code) on the date of distribution, and any Partner entitled to any interest

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in such assets shall receive such interest as a tenant-in-common with the other Partner(s) so entitled with an undivided interest in such assets in proportion to their respective Capital Accounts (after taking into account all Capital Account adjustments, including any book-up or book-down caused by such distribution) or as the General Partner may determine in its sole and absolute discretion. Upon such distribution, the Capital Account of each Partner shall be adjusted to reflect the amount of gain or loss that would have been allocated to such Partner pursuant to the appropriate provisions of this Agreement had the Partnership sold the assets being distributed for their agreed upon fair market value (taking into account Section 7701(g) of the Code) immediately prior to their distribution.

ARTICLE VI

RESTRICTIONS ON TRANSFER OF INTERESTS

6.01 Limitations on Transfer

No Partner shall be entitled to sell, exchange, assign, transfer, or otherwise dispose of, pledge, hypothecate, encumber or otherwise grant a security interest in, directly or indirectly (collectively, “Transfer”), all or any part of such Partner’s Interest in the Partnership or withdraw or retire from the Partnership, without the prior written consent of the other Partner. Each Partner may grant or withhold its consent to any proposed Transfer in each such Partner’s sole and absolute discretion. Any attempted Transfer, in violation of the restrictions set forth in this Article VI shall be null and void ab initio and of no force or effect.

6.02 Admission of Substituted Partners

If any Partner Transfers such Partner’s Interest to a transferee in accordance with Section 6.01 above, then such transferee shall only be entitled to be admitted into the Partnership as a substituted general and/or limited partner (and this Agreement shall be amended in accordance with the Act to reflect such admission), if, (i) the General Partner shall reasonably approves the form and content of the instrument of transfer; (ii) the transferor and transferee named therein execute and acknowledge such other instruments and/or documents as the General Partner may deem reasonably necessary to effectuate such admission; (iii) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; and (iv) the transferor pays, as the General Partner may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. To the maximum extent permitted by law, any assignee of an Interest who does not become a substituted general and/or limited partner shall have no right to require any information or account of the Partnership’s transactions, to inspect the Partnership books, or to vote on any of the matters as to which a Partner would be entitled to vote under this Agreement. An assignee shall only be entitled to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the assignor was entitled, to the extent assigned. A Partner that Transfers such Partner’s Interest shall not cease to be a Partner of the Partnership until the admission of the assignee as a substituted general and/or limited partner.

6.03 Election; Allocations Between Transferor and Transferee

Upon the Transfer of the Interest of any Partner or the distribution of any property of the Partnership to a Partner, the Partnership may file, in the sole and absolute discretion of the

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General Partner, an election in accordance with the applicable Treasury Regulations, to cause the basis of the Partnership property to be adjusted for federal income tax purposes as provided by Sections 734 and 743 of the Code. Upon the Transfer of all or any part of the Interest of a Partner as hereinabove provided, Net Profits and Net Losses shall be allocated between the transferor and transferee on the basis of a computation method that is in conformity with the methods prescribed by Section 706 of the Code and Treasury Regulation Section 1.706-1(c)(2)(ii).

6.04 Partition

No Partner shall have the right to partition any assets of the Partnership or any interest therein, nor shall a Partner make application or proceeding for a partition thereto and, upon any breach of the provisions of this Section 6.04 by any Partner, the other Partner (in addition to all rights and remedies afforded by law or equity) shall be entitled to a decree or order restraining or enjoining such application, action or proceeding.

6.05 Distributions Upon Withdrawal

To the maximum extent allowed by law, if any Partner withdraws from the Partnership, then such Partner shall not be entitled to the fair market value of such Partner’s Interest pursuant to Section 17-604 of the Act or otherwise, but shall only be entitled to the payments or distributions, if any, required to be made pursuant to this Agreement.

6.06 No Contractual Appraisal Rights

None of the Partners shall have any contractual (or other) appraisal rights with respect to their respective Interests pursuant to Section 17-212 of the Act or otherwise.

ARTICLE VII

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

7.01 Events Causing Dissolution of the Partnership

The retirement, withdrawal, bankruptcy or other cessation to serve as a general partner of the Partnership by the last remaining General Partner shall not dissolve the Partnership, but the business of the Partnership shall be continued by a successor general partner (“Successor General Partner”) to be selected by the Limited Partner within ninety (90) calendar days of such retirement, withdrawal, bankruptcy, removal or other cessation to serve. The admission of new partners into the Partnership in accordance with this Agreement shall not dissolve the Partnership.

The Partnership shall, however, be dissolved upon the first to occur of any of the following events:

(a) Sale or Transfer by Partnership. The sale, transfer or other disposition of all or substantially all of the assets of the Partnership and the collection by the Partnership of all Cash Flow derived therefrom;

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(b) Retirement of Last Remaining General Partner. The retirement, withdrawal, bankruptcy or other cessation to serve by the last remaining General Partner followed by the failure of a Majority-in-Interest of the remaining Partners to select a Successor General Partner within ninety (90) calendar days thereafter in accordance with Section 7.01; or

(c) Affirmative Vote. The affirmative vote of all of the Partners to dissolve the Partnership.

The Partnership may be dissolved, liquidated, and terminated only pursuant to the provisions of this Section 7.01. To the maximum extent allowed by law, the Partners hereby irrevocably waive any and all other rights they may have to cause a dissolution of the Partnership or a sale or partition of any assets owned directly or indirectly by the Partnership, whether by court action or otherwise, it being agreed that any actual or attempted dissolution, distribution or sale would cause a substantial hardship to the Partnership and the remaining Partners.

7.02 Termination of the Partnership

Upon the Liquidation of the Partnership caused by other than the termination of the Partnership under Section 708(b)(1)(b) of the Code (in which latter case the Partnership shall remain in existence in accordance with the provisions of such Section of the Code), the General Partner shall proceed to complete and conclude the affairs of the Partnership. During such period of proceeding to the completion and conclusion of the Partnership’s affairs, the Net Profits, Net Losses, and cash distributions of the Partnership shall continue to be shared by the Partners in accordance with this Agreement. The assets of the Partnership shall be liquidated as promptly as consistent with obtaining a fair value therefor, and the proceeds therefrom, to the extent available, shall be applied and distributed by the Partnership on or before the end of the taxable year of such Liquidation or, if later, within ninety (90) calendar days after such Liquidation, in the following order:

(a) Creditors. First, to creditors, including Partners who are creditors, in the order of priority as provided by law;

(b) Reserves. Second, to the setting up of any reserves which the General Partner deems necessary, in its sole and absolute discretion, for any contingent, conditional or unmatured liabilities or obligations of the Partnership; and

(c) Positive Capital Account Balance. Thereafter, to the Partners in proportion to, and to the extent of, the positive balance in each such Partner’s Capital Account (after taking into account all Capital Account adjustments for the taxable year of such Liquidation).

Any amounts withheld for reserves pursuant to paragraph (b) of this Section 7.02 shall be distributed to the Partners as soon as practicable, as determined in the sole and absolute discretion the General Partner, in proportion to the Partners’ respective positive Capital Account balances.

The Partners believe and intend that the effect of making any and all liquidating distributions in proportion to their respective positive Capital Account balances will result in

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such liquidating distributions being made to the Partners in accordance with the provision of Section 5.01. If the immediately preceding sentence is for any reason inaccurate, then the General Partner, upon the advice of tax counsel to the Partnership, is hereby authorized to make such amendments to the provisions of Article IV as may be reasonably necessary to cause such allocations to be in compliance with Code Section 704(b) and the Treasury Regulations promulgated thereunder.

7.03 Negative Capital Account Restoration

No Partner shall have any obligation whatsoever upon the Liquidation of such Partner’s Interest, the Liquidation of the Partnership or in any other event, to contribute all or any portion of any negative balance standing in such Partner’s Capital Account to the Partnership, to any other Partner or to any other person or entity.

ARTICLE VIII

BOOKS AND RECORDS

8.01 Books and Records

The General Partner shall make available at the principal office of the Partnership the books and records required to be maintained by the Act and such other books and records deemed necessary in the sole and absolute discretion of the General Partner for the operation of the Partnership’s business. Without limiting the generality of the foregoing, the books and records to be maintained by the General Partner shall include the following:

(a) Business and Financial Condition. True and full information regarding the status of the business and financial condition of the Partnership;

(b) Tax Returns. Promptly after becoming available, a copy of the Partnership’s federal and state local income tax returns for each year;

(c) Addresses. A current list of the name and last known business, residence or mailing address of each Partner;

(d) Copy of Agreement. A copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which this Agreement and any certificate and all amendments thereto have been executed;

(e) Capital Contributions. True and full information regarding the amount of cash and the agreed value of any other property or services contributed by each Partner, and the date upon which each Partner became a partner of the Partnership; and

(f) Other Information. Any other information regarding the affairs of the Partnership that is just and reasonable.

8.02 Inspection

Each Partner shall at all times during regular business hours have access to the books and records of the Partnership set forth in Section 8.01 above and may inspect and copy any such

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records for any purpose reasonably related to such Partner’s Interest in the Partnership. A list of the names and addresses of all of the Partners shall be maintained as part of the books and records and shall be mailed to any Partner upon request. The Partnership may impose a reasonable charge for copy work on any Partner requesting a copy of any such books and records.

8.03 Accounting

(a) Method. The books of account of the Partnership shall be kept on the cash, accrual or such other method as is selected in the sole and absolute discretion of the General Partner.

(b) Fiscal Year. The Fiscal Year and the taxable year of the Partnership shall be the year ending December 31.

8.04 Bank Accounts

All receipts, funds, and income of the Partnership shall be deposited in a bank or banks selected by the General Partner in its sole and absolute discretion. Disbursements from such account or accounts may be made only upon the signature of the General Partner or an authorized representative thereof.

8.05 Tax Returns

As soon as reasonably practicable after the close of each Fiscal Year, the General Partner shall cause to be prepared and distributed to the Limited Partner all required federal and state Company tax and information returns.

8.06 Tax Matters Partner

The General Partner is hereby designated as the “tax matters partner” of the Partnership as determined under Section 6231(a)(7) of the Code and the Treasury Regulations promulgated thereunder.

ARTICLE IX

MISCELLANEOUS

9.01 Notices

All notices or other communications required or permitted hereunder shall be in writing, and shall be delivered or sent, as the case may be, by any of the following methods: (i) personal delivery, (ii) overnight commercial carrier, (iii) registered or certified mail, postage prepaid, return receipt requested, or (iv) facsimile. Any such notice or other communication shall be deemed to have been given, received and effective upon the earlier of (a) if personally delivered, the date of delivery to the address of the Person to receive such notice; (b) if delivered by overnight commercial carrier, one (1) day following the receipt of such communication by such carrier from the sender, as shown on the sender’s delivery invoice from such carrier; (c) if mailed, on the date of delivery as shown by the sender’s registry or certification receipt; or (d) if given by facsimile, when sent. Any notice or other communication sent by facsimile must be

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confirmed within forty-eight (48) hours by letter mailed or delivered in accordance with the foregoing to be effective. Any reference herein to the date of receipt, delivery, or giving, or effective date, as the case may be, of any notice or communication shall refer to the date such communication becomes effective under the terms of this Section 9.01. Any such notice or other communication so delivered shall be addressed to the party to be served at the address for such party set forth in Section 1.08. Such addresses may be changed by giving written notice to the other Partner in the manner set forth in this Section 9.01. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of notice or other communication sent.

9.02 Construction of Agreement

This Agreement may be executed and delivered in multiple counterparts including by facsimile, each of which shall be deemed an original Agreement, but all of which, taken together, shall constitute one (1) and the same Agreement, binding on the parties hereto. The signature of any party hereto to any counterpart hereof shall be deemed a signature to, and may be appended to, any other counterpart hereof. The Article and Section headings of this Agreement are used herein for reference purposes only and shall not govern, limit, or be used in construing this Agreement or any provision hereof. The consent, approval or determination of any Partner required or permitted under this Agreement may not be unreasonably withheld, delayed or conditioned, unless this Agreement provides that such consent, approval or determination may be withheld in the sole and absolute discretion of such Partner or otherwise provides for another standard so stated. Each of the Exhibits attached hereto is incorporated herein by reference and expressly made a part of this Agreement for all purposes. References to any Exhibit made in this Agreement shall be deemed to include this reference and incorporation. Where the context so requires, the use of any gender shall include the other genders, and the singular number shall include the plural and vice versa. Except as otherwise specifically provided in this Agreement, the remedies set forth herein are cumulative and shall not exclude any other remedies to which a Person may be lawfully entitled.

9.03 Further Acts

Each Partner covenants, on behalf of such Partner and such Partner’s successors and assigns, to execute, with acknowledgment, verification, or affidavit, if required, any and all documents and writings, and to perform any and all other acts, that may be reasonably necessary or desirable to implement, accomplish, and/or consummate the formation of the Partnership or to perform their respective obligations under this Agreement.

9.04 Preservation of Intent

If any provision of this Agreement is determined by any court having jurisdiction to be illegal or in conflict with any laws of any state or jurisdiction, then the Partners agree that such provision shall be modified to the extent legally possible so that the intent of this Agreement may be legally carried out. If any one (1) or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect or for any reason, then the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected, it being intended that all of the Partners’ rights and privileges shall be enforceable to the fullest extent permitted by law.

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9.05 Waiver

No consent or waiver, express or implied, by a Partner to or of any breach or default by any other Partner in the performance by such other Partner of such other Partner’s obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other Partner hereunder. Failure on the part of a Partner to complain of any act or failure to act of any other Partner or to declare any other Partner in default, irrespective of how long such failure continues, shall not constitute a waiver by such non-complaining or non-declaring Partner of the latter’s rights hereunder.

9.06 Entire Agreement

This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes any and all prior or other contemporaneous understanding, correspondence, negotiations or agreements between them respecting the subject matter hereof.

9.07 Amendments

This Agreement may only be amended or modified with the approval of (and execution by) all of the Partners.

9.08 Choice of Law

Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly acknowledge and agree that all of the terms and provisions of this Agreement shall be governed by and construed under the laws of the State of Delaware (without giving effect to the conflicts of laws and principles thereof).

9.09 No Third-Party Beneficiaries

Except as otherwise expressly provided by this Agreement, the provisions of this Agreement are not intended to be for the benefit of, or enforceable by, any third party and shall not give rise to a right on the part of any third party (i) to enforce or demand enforcement of a Partner’s obligation to contribute to capital, obligation to return distributions, or obligation to make other payments to the Partnership as set forth in this Agreement, or (ii) to demand that the Partnership or any Partner issue any capital call.

9.10 No Usury

Notwithstanding any other provision in this Agreement, the rate of interest charged by the Partnership or by any Partner (and/or any Affiliate thereof) to the Partnership or to any Partner in connection with any obligation under this Agreement shall not exceed the maximum rate permitted by applicable law. To the extent that any interest otherwise paid or payable by a Partner or the Partnership to the Partnership or to any Partner (and/or Affiliate) shall have been finally adjudicated to exceed the maximum amount permitted by applicable law, such interest shall be retroactively deemed to have been a required repayment of principal (and any such amount paid in excess of the outstanding principal amount shall be promptly returned to the payor). In furtherance of the foregoing, the Partners acknowledge and agree that pursuant to the

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Act, no obligation of a Partner to the Partnership shall be subject to the defense of usury, and no Partner shall impose the defense of usury with respect to any such obligation in any action.

9.11 Waiver of Jury Trial

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTNER WAIVES, AND COVENANTS THAT SUCH PARTNER WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH THE DEALINGS OF ANY OTHER PARTNER OR THE PARTNERSHIP IN CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE. THE PARTNERSHIP OR ANY PARTNER MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTNERS TO THE WAIVER OF THEIR RIGHTS TO TRIAL BY JURY.

9.12 Timing

All dates and times specified in this Agreement are of the essence and shall be strictly enforced.

9.13 Remedies for Breach of this Agreement

Except as otherwise specifically provided in this Agreement, the remedies set forth in this Agreement are cumulative and shall not exclude any other remedies to which a Person may be lawfully entitled.

9.14 No Consequential Damages

No Partner (or any Affiliate or representative thereof) shall have any liability for any punitive damages, lost profits, special damages or consequential damages based on any default or alleged default by any such Partner (or any Affiliate or representative thereof) under this Agreement.

9.15 Nonrecourse Nature of the Agreement

No Partner nor any direct or indirect member, manager, partner, shareholder, officer, director, trustee or beneficiary of such Partner (collectively, the “Nonrecourse Parties”) shall be personally liable in any manner or to any extent under or in connection with this Agreement, and the Partnership shall not have any recourse to any assets of any of the Nonrecourse Parties other than the Interest of any Nonrecourse Party in the Partnership to satisfy any liability, judgment or claim that may be obtained or made against any such Nonrecourse Party under this Agreement. The limitation of liability provided in this Section 9.15 is in addition to, and not in limitation of, any limitation on liability applicable to any Nonrecourse Parties provided by law or by this Agreement or any other contract, agreement or instrument.

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ARTICLE X

DEFINITIONS

10.01 Act

The term “Act” means the Delaware Revised Uniform Limited Partnership Act, as set forth in Title 6, Chapter 17, Section 17-101, et seq. of the Delaware Code, as the same may be hereafter amended from time to time.

10.02 Adjusted Capital Account

The term “Adjusted Capital Account” means, with respect to any Partner as of the end of each Fiscal Year of the Partnership, such Partner’s Capital Account (i) reduced by any anticipated allocations, adjustments and distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4)-(6), and (ii) increased by the amount of any deficit in such Partner’s Capital Account that such Partner is deemed obligated to restore pursuant to the penultimate sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5) or under Section 1.704-1 (b)(2)(ii)(c) of the Treasury Regulations as the end of such Fiscal Year.

10.03 Affiliate

The term “Affiliate” means any person or entity which, directly or indirectly through one (1) or more intermediaries, controls or is controlled by or is under common control with another person or entity. The term “control” as used herein (including the terms “controlling,” “controlled by,” and “under common control with”) means the possession, direct or indirect, of the power to (i) vote fifty-one percent (51%) or more of the outstanding voting securities of such person or entity, or (ii) otherwise direct management policies of such person by contract or otherwise.

10.04 Agreement

The term “Agreement” means this Agreement of Limited Partnership of TRI Pointe Operating, LP, as the same may be amended from time to time.

10.05 Capital Account

The term “Capital Account” means, in respect to each Partner, the aggregate amount of money contributed (or deemed contributed) by such Partner to the capital of the Partnership, increased by the aggregate fair market value (as determined in the sole and absolute discretion of the General Partner) of all property contributed (or deemed contributed) by such Partner to the capital of the Partnership (net of liabilities secured by such contributed property that the Partnership is considered to assume or take subject to under Section 752 of the Code), the aggregate amount of all Net Profits allocated to such Partner, and Partnership income or gain specially allocated to such Partner pursuant to Sections 4.03 and 4.04, and decreased by the aggregate amount of money distributed (or deemed distributed) to such Partner by the Partnership (exclusive of any guaranteed payment within the meaning of Section 707(c) of the Code paid to such Partner), the aggregate fair market value (as determined in the sole and absolute discretion of the General Partner) of all property distributed (or deemed distributed) to such Partner by the Partnership (net of liabilities secured by such distributed property that such

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Partner is considered to assume or take subject to under Section 752 of the Code), the aggregate amount of all Net Losses charged to such Partner and the aggregate amount of all losses, deductions, and partnership and/or partner “nonrecourse deductions” specially allocated to such Partner pursuant to Sections 4.03 and 4.04. The foregoing Capital Account definition and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation Sections 1.704-1(b) and 1.704-2 and shall be interpreted and applied in a manner consistent with such Regulations.

10.06 Cash Flow

The term “Cash Flow” means the excess, if any, of all cash receipts of the Partnership as of any applicable determination date in excess of the sum of (i) all cash disbursements (inclusive of any Partnership expenses, any guaranteed payment within the meaning of Section 707(c) of the Code paid to any Partner and any reimbursements made to any Partner, but exclusive of distributions to the Partners in their capacities as such) of the Partnership prior to that date, plus (ii) any reserve, determined in the sole and absolute discretion of the General Partner, for anticipated cash disbursements that will have to be made before additional cash receipts from third parties will provide the funds therefor. Cash Flow shall be determined and distributed at such times as the General Partner determines that funds are available therefor, taking into account the reasonable business needs of the Partnership.

10.07 Code

The term “Code” means the Internal Revenue Code of 1986, as heretofore and hereafter amended from time to time (and/or any corresponding provisions of any superseding revenue law).

10.08 Fiscal Year

The term “Fiscal Year” means each calendar year or portion thereof ending December 31, except in the year of the liquidation of the Partnership in which event such year shall end on the date of such liquidation.

10.09 General Partner

The term “General Partner” is defined in the Preamble.

10.10 Indemnitee

The term “Indemnitee” means each Person who is or was (i) a Partner, Unit Holder or Board Member (as such terms are defined in the LLC Agreement), (ii) an Affiliate of a Partner, Unit Holder or Board Member, or (iii) each Person serving at the request of the Partnership as a manager, member of the board of managers, director or officer of another limited liability company, corporation, partnership, joint venture, trust or other entity or enterprise in connection with the business of the Partnership including, without limitation, each Person who is or was an officer or director of the General Partner.

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10.11 Interest

The term “Interest” means, in respect to each Partner, all of such Partner’s right, title, and interest in and to the Net Profits, Net Losses, Cash Flow, and capital of the Partnership, and any and all other interests therein.

10.12 Limited Partner

The term “Limited Partner” is defined in the Preamble.

10.13 Liquidation

The term “Liquidation” means, (i) in respect to the Partnership, the earlier of the date upon which the Partnership is terminated under Section 708(b)(1) of the Code or the date upon which the Partnership ceases to be a going concern (even though it may continue in existence for the purpose of winding up its affairs, paying its debts, and distributing any remaining balance to its Partners), and (ii) in respect to a Partner wherein the Partnership is not in Liquidation, means the liquidation of a Partner’s Interest under Treasury Regulation Section 1.761-1(d).

10.14 LLC Agreement

The term “LLC Agreement” means that certain Limited Liability Company Operating Agreement for TRI Pointe Homes, LLC entered into on the date hereof, as the same may be amended and restated from time to time.

10.15 Net Profits and Net Losses

The terms “Net Profits” and “Net Losses” mean, for each Fiscal Year or other period, an amount equal to the Partnership’s taxable income or loss, as the case may be, for such year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss and deductions required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss); provided, however, for purposes of computing such taxable income or loss, (i) such taxable income or loss shall be adjusted by any and all adjustments required to be made in order to maintain Capital Account balances in compliance with Treasury Regulation Sections 1.704-1(b) and 1.704-2(b); and (ii) any and all partnership and/or partner “nonrecourse deductions” and/or items of Partnership income, gain, loss and deduction specially allocated to any Partner pursuant to Sections 4.03 and 4.04 shall not be taken into account in computing such taxable income or loss. Such adjustments shall also include, without limitation, the computation, in accordance with the Code, of (i) deductions for depreciation, cost recovery, and amortization attributable to, and/or (ii) any gain or loss attributable to the taxable disposition of, any Partnership property by reference to the book value of such property (as determined for purposes of the maintenance of Capital Accounts in accordance with this Agreement and Treasury Regulation Section 1.704-1(b)(2)(iv)(q)), as such book value may from time to time be adjusted to equal such property’s fair market value (as determined in the sole and absolute discretion of the General Partner).

10.16 Nonrecourse Parties

The term “Nonrecourse Parties” is defined in Section 9.15.

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10.17 Partners; Partner

The term “Partners” means the General Partner and the Limited Partner, collectively; the term “Partner” means any one (1) of the Partners.

10.18 Partnership

The term “Partnership” means the partnership created by the filing of the Certificate of Limited Partnership for the Partnership with the Office of the Delaware Secretary of State and the execution of this Agreement.

10.19 Percentage Interest

The term “Percentage Interest” means, with respect to each Partner, the percentage, if any, set forth opposite each such Partner’s name under the column entitled “Percentage Interest” on Exhibit “A” attached hereto.

10.20 Person

The term “Person” means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee, or any other individual or entity, in its own or any representative capacity.

10.21 Regulatory Allocations

The term “Regulatory Allocations” is defined in Section 4.04.

10.22 Senior Officer

The term “Senior Officer” is defined in the LLC Agreement.

10.23 Senior Officer Employment and Equity Agreement

The term “Senior Officer Employment and Equity Agreement” is defined in the LLC Agreement.

10.24 Successor General Partner

The term “Successor General Partner” is defined in Section 7.01.

10.25 Transfer

The term “Transfer” is defined in Section 6.01.

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10.26 Treasury Regulation

The term “Treasury Regulation” means any temporary, proposed and/or final federal income tax regulation promulgated by the United States Department of the Treasury as heretofore and hereafter amended from time to time (and/or any corresponding provisions of any superseding revenue law and/or regulation).

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the date first set forth above.

“General Partner”	TPH INVESTMENTS, INC., a Delaware corporation
	By:	/s/ Douglas F. Bauer
		Name:	Douglas F. Bauer
		Title:	Chief Executive Officer
	By:	/s/ Thomas J. Mitchell
		Name:	Thomas J. Mitchell
		Title:	President
“Limited Partner”	TRI POINTE HOMES, LLC, a Delaware limited liability company
	By:	/s/ Douglas F. Bauer
		Name:	Douglas F. Bauer
		Title:	Chief Executive Officer
	By:	/s/ Thomas J. Mitchell
		Name:	Thomas J. Mitchell
		Title:	President

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NAMES, ADDRESSES

AND PERCENTAGE INTERESTS OF THE PARTNERS

Partners	Percentage Interest
General Partner:
TPH Investments, Inc. 20201 SW Birch Street Suite 100 Newport Beach, California 92660		0.00	%
Limited Partner:
TRI Pointe Homes, LLC 20201 SW Birch Street Suite 100 Newport Beach, California 92660		100.00	%
Total:		100.00	%

EXHIBIT “A”

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FIRST AMENDMENT TO

AGREEMENT OF LIMITED PARTNERSHIP

OF

TRI POINTE CONTRACTORS, LP

(formerly known as TRI Pointe Operating, LP)

THIS FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF TRI POINTE CONTRACTORS, LP (“Amendment”), is entered into effective as of November     , 2010, by and between TRI POINTE COMMUNITIES, INC., a Delaware corporation (formerly known as TPH Investments, Inc.), as the general partner (the “General Partner”); and TRI POINTE HOMES, LLC, a Delaware limited liability company, as the limited partner (the “Limited Partner”). The General Partner and the Limited Partner are sometimes referred to herein collectively as the “Partners” and individually as a “Partner.” Except where otherwise defined herein, the capitalized terms used in this Amendment shall have the respective meanings assigned to such terms in, and all Article and Section references contained herein shall refer to, the Agreement (as such term is defined in Recital A below). This Amendment is made with reference to the following facts and circumstances:

R E C I T A L S :

A. TRI Pointe Contractors, LP, a Delaware limited partnership (the “Partnership”), is governed by that certain Agreement of Limited Partnership of TRI Pointe Operating, LP, entered into effective as of September 2010 (the “Agreement”).

B. Pursuant to that certain Certificate of Amendment of Certificate of Limited Partnership of TRI Pointe Operating, LP (Formerly Known As TRI Pointe Homes, LP), filed with the Office of the Delaware Secretary of State on September 27, 2010, the Partnership changed its name from “TRI Pointe Operating, LP,” to “TRI Pointe Contractors, LP.”

C. Pursuant to that certain Certificate of Amendment of Certificate of Incorporation of TPH Investments, Inc. (Formerly Known As TPH No. 1, Inc.), filed with the Office of the Delaware Secretary of State on September 27, 2010, the General Partner changed its name from “TPH Investments, Inc.,” to “TRI Pointe Communities, Inc.”

D. The Partners desire to amend the Agreement to reflect the foregoing name changes of the Partnership and the General Partner.

E. The Partners now desire to amend the Agreement upon such terms and conditions as are hereinafter set forth (i) to reflect that effective as of September 27, 2010, the Partnership has changed its name from “TRI Pointe Operating, LP,” to “TRI Pointe Contractors, LP;” (ii) to reflect that effective as of September 27, 2010, the General Partner has changed its name from “TPH Investments, Inc.,” to “TRI Pointe Communities, Inc.;” and (iii) to provide for such other changes to the Agreement as the Partners deem appropriate.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Partners hereby agree as follows:

A G R E E M E N T :

1. Name of Partnership. The Partners hereby acknowledge and agree that effective as of September 27, 2010, the name of the Partnership was changed from “TRI Pointe Operating, LP,” to “TRI Pointe Contractors, LP.”

2. Name of General Partner. The Partners hereby acknowledge and agree that effective as of September 27, 2010, the name of the General Partner was changed from “TPH Investments, Inc.,” to “TRI Pointe Communities, Inc.”

3. Ratification. The Partners acknowledge and agree that all acts and things previously done and any and all documents executed on behalf of the Partnership by the General Partner, whether using the names “TRI Pointe Operating, LP” or “TRI Pointe Contractors, LP,” with respect to the Partnership, or “TPH Investments, Inc.” or “TRI Pointe Communities, Inc.,” with respect to the General Partner, are in all respects ratified, approved, confirmed and adopted as the acts and deeds by and on behalf of the Partnership.

4. Miscellaneous

(a) Further Acts. Each party hereto agrees to perform any further acts, and to execute and deliver (with acknowledgment, verification, and/or affidavit, if required) any further documents and instruments, as may be reasonably necessary or desirable to implement and/or accomplish the provisions of this Amendment and the transactions contemplated herein.

(b) Remainder of the Agreement. Except as expressly modified hereby, all other terms and provisions of the Agreement shall remain in full force and effect, are incorporated herein by this reference, and shall govern the conduct of the Partners; provided, however, to the extent of any inconsistency between the provisions of the Agreement and the provisions of this Amendment, the provisions of this Amendment shall control.

(c) Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original Amendment, but all of which, taken together, shall constitute one (1) and the same Amendment, binding on the parties hereto. The signature of any party to any counterpart hereof shall be deemed a signature to, and may be appended to, any other counterpart hereof.

(d) Entire Agreement. This Amendment and the Agreement (as hereby amended) together contain and constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and this Amendment and the Agreement, as

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hereby amended, may not be modified, amended, or otherwise changed in any manner, except as provided in the Agreement (as hereby amended).

(e) No Third-Party Beneficiaries. Except as may otherwise be expressly provided in the Agreement, this Amendment and the Agreement (as hereby amended) are solely for the benefit of the parties hereto, and no other person or entity is entitled to rely upon or benefit from this Amendment and/or the Agreement (as hereby amended) or any term hereof or thereof.

(f) Severability. Every provision of this Amendment is intended to be severable. If any term or provision hereof is declared by a court of competent jurisdiction to be illegal or invalid, such illegal or invalid terms or provisions shall not affect the other terms and provisions hereof, which terms and provisions shall remain binding and enforceable.

(g) Rules of Construction. The Paragraph headings used in this Amendment are for reference purposes only, and are not intended to be used in construing this Amendment. As used in this Amendment, the masculine gender shall include the feminine and neuter, and the singular number shall include the plural, and vice versa. Time is of the essence of this Amendment. The provisions of this Amendment shall be construed and enforced in accordance with the laws of the State of Delaware and all provisions of this Amendment shall be governed by Delaware law without regard to principles of conflicts of laws. Each party hereto acknowledges, represents, and warrants that (i) such party is of equal bargaining strength; (ii) such party and such party’s independent counsel has reviewed and/or had the opportunity to review this Amendment; and (iii) any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Amendment, any portion hereof or any amendments hereto.

[SIGNATURE(S) FOLLOW]

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IN WITNESS WHEREOF, the undersigned have executed this Amendment effective as of the date first set forth above.

“General Partner”	TRI POINTE COMMUNITIES, INC., a Delaware corporation (formerly known as TPH Investments, Inc.)
	By:	/s/ Douglas F. Bauer
		Name:	Douglas F. Bauer
		Title:	Chief Executive Officer
	By:	/s/ Michael D. Grubbs
		Name:	Michael D. Grubbs
		Title:	Chief Financial Officer
“Limited Partner”	TRI POINTE HOMES, LLC, a Delaware limited liability company
	By:	/s/ Douglas F. Bauer
		Name:	Douglas F. Bauer
		Title:	Chief Executive Officer
	By:	/s/ Thomas J. Mitchell
		Name:	Thomas J. Mitchell
		Title:	President

S-1

SECOND AMENDMENT TO

AGREEMENT OF LIMITED PARTNERSHIP

OF

TRI POINTE CONTRACTORS, LP

THIS SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF TRI POINTE CONTRACTORS, LP (“Amendment”), is entered into effective as of January 30, 2013, by and between TRI POINTE COMMUNITIES, INC., a Delaware corporation, as the general partner (the “General Partner”); and TRI POINTE HOMES, INC., a Delaware corporation (formerly known as TRI Pointe Homes, LLC, a Delaware limited liability company), as the limited partner (the “Limited Partner”). The General Partner and the Limited Partner are sometimes referred to herein collectively as the “Partners” and individually as a “Partner.” Except where otherwise defined herein, the capitalized terms used in this Amendment shall have the respective meanings assigned to such terms in, and all Article and Section references contained herein shall refer to, the Agreement (as such term is defined in Recital A below). This Amendment is made with reference to the following facts and circumstances:

R E C I T A L S :

A. TRI Pointe Contractors, LP, a Delaware limited partnership (the “Partnership”), is governed by that certain Agreement of Limited Partnership of TRI Pointe Operating, LP, entered into effective as of September 2010, as amended by that certain First Amendment to Agreement of Limited Partnership of TRI Pointe Contractors, LP, entered into effective as of November 2010 (collectively, the “Agreement”).

B. The parties hereto desire to amend the Agreement to reflect that the Limited Partner has converted from a Delaware limited liability company known as TRI Pointe Homes, LLC, into a Delaware corporation known as TRI Pointe Homes, Inc.

C. The Partners now desire to amend the Agreement upon such terms and conditions as are hereinafter set forth (i) to reflect that the Limited Partner has converted from a Delaware limited liability company known as TRI Pointe Homes, LLC, into a Delaware corporation known as TRI Pointe Homes, Inc., and (ii) to provide for such other changes to the Agreement as the Partners deem appropriate.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Partners hereby agree as follows:

A G R E E M E N T :

1. Conversion of Limited Partner. The Partners hereby acknowledge and agree that the Limited Partner has converted from a Delaware limited liability company known as TRI Pointe Homes, LLC, into a Delaware corporation known as TRI Pointe Homes, Inc.

2. Miscellaneous

(a) Further Acts. Each party hereto agrees to perform any further acts, and to execute and deliver (with acknowledgment, verification, and/or affidavit, if required) any further documents and instruments, as may be reasonably necessary or desirable to implement and/or accomplish the provisions of this Amendment and the transactions contemplated herein.

(b) Remainder of the Agreement. Except as expressly modified hereby, all other terms and provisions of the Agreement shall remain in full force and effect, are incorporated herein by this reference, and shall govern the conduct of the Partners; provided, however, to the extent of any inconsistency between the provisions of the Agreement and the provisions of this Amendment, the provisions of this Amendment shall control.

(c) Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original Amendment, but all of which, taken together, shall constitute one (1) and the same Amendment, binding on the parties hereto. The signature of any party to any counterpart hereof shall be deemed a signature to, and may be appended to, any other counterpart hereof.

(d) Entire Agreement. This Amendment and the Agreement (as hereby amended) together contain and constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and this Amendment and the Agreement, as hereby amended, may not be modified, amended, or otherwise changed in any manner, except as provided in the Agreement (as hereby amended).

(e) No Third-Party Beneficiaries. Except as may otherwise be expressly provided in the Agreement, this Amendment and the Agreement (as hereby amended) are solely for the benefit of the parties hereto, and no other person or entity is entitled to rely upon or benefit from this Amendment and/or the Agreement (as hereby amended) or any term hereof or thereof.

(f) Severability. Every provision of this Amendment is intended to be severable. If any term or provision hereof is declared by a court of competent jurisdiction to be illegal or invalid, such illegal or invalid terms or provisions shall not affect the other terms and provisions hereof, which terms and provisions shall remain binding and enforceable.

(g) Rules of Construction. The Paragraph headings used in this Amendment are for reference purposes only, and are not intended to be used in construing this

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Amendment. As used in this Amendment, the masculine gender shall include the feminine and neuter, and the singular number shall include the plural, and vice versa. Time is of the essence of this Amendment. The provisions of this Amendment shall be construed and enforced in accordance with the laws of the State of Delaware and all provisions of this Amendment shall be governed by Delaware law without regard to principles of conflicts of laws. Each party hereto acknowledges, represents, and warrants that (i) such party is of equal bargaining strength; (ii) such party and such party’s independent counsel has reviewed and/or had the opportunity to review this Amendment; and (iii) any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Amendment, any portion hereof or any amendments hereto.

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, the undersigned have executed this Amendment effective as of the date first set forth above.

“General Partner”	TRI POINTE COMMUNITIES, INC., a Delaware corporation
	By:	/s/ Michael D. Grubbs
		Name:	Michael D. Grubbs
		Title:	Chief Financial Officer
	By:	/s/ Thomas J. Mitchell
		Name:	Thomas J. Mitchell
		Title:	President
“Limited Partner”	TRI POINTE HOMES, INC., a Delaware corporation
	By:	/s/ Michael D. Grubbs
		Name:	Michael D. Grubbs
		Title:	Chief Financial Officer
	By:	/s/ Douglas F. Bauer
		Name:	Douglas F. Bauer
		Title:	Chief Executive Officer

S-1

EX-3.10

Exhibit 3.10

ARTICLES OF ORGANIZATION

OF

MARACAY 91, L.L.C.

Pursuant to the Arizona Limited Liability Company Act, Chapter 4 of Title 29, Arizona Revised Statutes (the “Act”), the undersigned adopts the following Articles of Organization for such limited liability company:

FIRST:	The name of the limited liability company is Maracay 91, L.L.C.
SECOND:	The address of the company’s known place of business in Arizona is 15160 North Hayden Road, Suite 200, Scottsdale, Arizona 85260.
THIRD:	The name and street address of the statutory agent of the company is Jeffrey J. Andersen, 15160 North Hayden Road, Suite 200, Scottsdale, Arizona 85260.
FOURTH:	Management of the limited liability company is vested in a manager or managers.
FIFTH:	The name and business address of the sole manager of the limited liability company at the time of its formation are Maracay Homes Arizona I, L.L.C., an Arizona limited liability company, 15160 North Hayden Road, Suite 200, Scottsdale, Arizona 85260.
SIXTH:	The name and business address of the sole member of the limited liability company at the time of its formation are Maracay Homes Arizona I, L.L.C., an Arizona limited liability company, 15160 North Hayden Road, Suite 200, Scottsdale, Arizona 85260.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization of Maracay 91, L.L.C. this 25th day of October, 2005.

/s/ Jeffrey J. Andersen

Jeffrey J. Andersen

CONSENT OF STATUTORY AGENT

Jeffrey J. Andersen, having been designated to act as statutory agent of Maracay 91, L.L.C., hereby consents to act in that capacity until removed or until resignation is submitted in accordance with the Arizona Revised Statutes.

/s/ Jeffrey J. Andersen

Jeffrey J. Andersen

THE RECORD REPORTER
- SINCE 1914 -
1505 N CENTRAL AVE #200, PHOENIX, AX 85004-1725
Telephone (602) 417-9900 / Fax (602) 417-9910
RECEIVED NOV 18 2005
ARIZONA CORP. COMMISSION CORPORATIONS DIVISION
DAVID HINNANT
SNELL & WILMER-PHX/E-MAIL
400 E VAN BUREN 1 AZ CTR
PHOENIX, AZ – 85004
AFFIDAVIT OF PUBLICATION
Reference #: 43575.0008
Notice Type: AOF – ARTICLES OF ORGANIZATION-AOF
Ad Description: MARACAY 91, L.L.C., #L1237536-1
I, Wendy Cooper, am authorized by the publisher as agent to make this affidavit. Under oath, I state that the following is true and correct.
THE RECORD REPORTER is a newspaper of general circulation published Monday, Wednesday and Friday except level holidays, in the County of Maricopa, State of Arizona. The copy hereto attached is a true copy of the advertisement as published on the following dates:
11/14/2005, 11/16/2005, 11/18/2005
RR# 891760
NOTICE
(FOR publication)
ARTICLES OF ORGANIZATION HAVE BEEN FILED IN THE OFFICE OF THE ARIZONA CORPORATION COMMISSION FOR;
I
Name: MARACAY 91, LLC.,
#L1237538-1
II
The address of the company’s known
Place of business in 15160 North Hayeden Road, Suite 200, Scottsdale, Arizona 85260.
III
The name and street address of the statutory agent is Jeffrey J. Andersen, 15160 North Hayeden Road, Suite 200, Scottsdale, Arizona 85260.
IV
Management of the limited liability company is received to a manager or managers.
V
The name and address of the person who is the sole manager of the limited liability company is Maracay Homes Arizona I, L.L.C., an Arizona limited liability company, 15160 North Hayden Road, Suite 200, Scottsdale, Arizona 85260.
VI
The name and address of the member who owns a twenty percent or greater interest in the capital or greater interest in the capital or the profits of the limited liability company is Maracay Homes Arizona I, L.L.C., an Arizona limited liability company, 15160 North Hayden Road, Suite 200.
Scottsdale, Arizona 85260.
11/14/2005, 11/16/2005, 11/18/2005
RR891760#
Wendy Cooper
Subscribed and sworn to before me on the 18th day of November, 2005
OFFICIAL SEAL
DIANE M. HEUEL
Notary Public State of Arizona
MARICOPA COUNTY
My Comm Expires Oct 31 2006

COMMISSIONERS JEFF HATCH-MILLER – Chairman WILLIAM A. MUNDELL MARC SPITZER MIKE GLEASON KRISTIN K. MAYES ARIZONA CORPORATION COMMISSION BRIAN C. MCNEIL Executive Director   DAVID RABER Director, Corporations Division

November 1, 2005

SNELL & WILMER

400 EAST VAN BUREN

PHOENIX, AZ 85004

RE: MARACAY 91, L.L.C.

File Number: L-1237536-1

We are pleased to notify you that your Articles of Organization were filed on October 25, 2005.

You must publish a notice of the filing of your Articles of Organization or alternatively, you may publish the Articles of Organization in their entirety. The publication must be in a newspaper of general circulation in the country of the known place of business, in Arizona as filed with the Commission, for three (3) consecutive publications. A list of acceptable newspaper in each county is attached and is also posted on the Commission web site www.cc.state.az.us/corp.

For your convenience we have provided a Notice of Publication form. Please complete this form in its entirety, and submit to an appropriate newspaper of your choice. An affidavit from the newspaper, evidencing such publication, must be delivered to the Commission for filing WITHIN NINETY (90) DAYS from the date of this letter.

The Commission strongly recommends that you periodically check Commission records regarding the corporation. The Commission web site www.cc.state.az.us/corp contains information specific to each corporation of record and is a good general source of information.

If you have questions or need further information, please contact us at (602) 542-3135 in Phoenix, (520) 628-6560 in Tucson, or Toll Free (Arizona residents only) at 1-800-345-5819.

Sincerely,

April Newman

Examiner

Corporation Division

LL: 13

REV. 05/2004

Page 1 of 2
ARTICLE OF AMENDMENT
Pursuant to A.R.S. 29-633 (F)
1. The name of the limited liability company is:
Maracay 91 LLC
2. Attached herein as Exhibit A is the text of the amendment.
Dated this 29 day of April, 2009.
Signature: Vicki A. Merrick
Print Name: Vicki A. Merrick, Assistant Secretary, Maracay Home Atrium I LLC
Check One Member Manager
DO NOT PUBLISH THIS SECTION
The amendment must be executed by a manager if management of the limited liability company is vested in a manager or by a member if management is reserved to the members.
LL:0002
Rev: 102000 Page 2 of 3 Corporation Definition

Page 2 of 2
EXHIBIT A
Article 5 of the Articles of Organization is amended in its entirety to read as follows”
3. The name and address of the sole Manager of the Company are:
Maracay Homes, L.L.C.
15160 North Hayden Road
Suite 200
Scottsdale AZ 852600
The name and address of the only member who owns twenty percent (20%) or greater interest by the capital or profits of the limited liability company are:
Maracay Homes, L.L.C.
15160 North Hayden Road
Suite 200
Scottsdale AZ 852600

AZ Corp. Commission
03935304
ARTICLE OF AMENDMENT
Pursuant to A.R.S. 29-633 (F)
1. The name of the limited liability company is:
Maracay 91, LLC
2. Attached herein as Exhibit A is the text of the amendment.
Dated this 21st day of June, 2012.
Signature:
Print Name: Andrea S. Gondge
Check One Member Manager
DO NOT PUBLISH THIS SECTION
The amendment must be executed by a manager if management of the limited liability company is vested in a manager or by a member if management is reserved to the members.
LL:000023
Rev: 102000 Page 5 of 6 Corporation Definition

ARTICLE OF AMENDMENT
TO THE
ARTICLES OF ORGANIZATION
OF
MARACAY 91, LLC
June 20, 2012
Pursuant to Arizona Revised Statutes, Chapter 4 of Title 29 (the “Act), Section 29-633 the undersigned Arizona Limited liability company adopts the following Articles of Amendment to its Articles of Organization:
1. The name of the Arizona limited liability company is MARACAY 91, LL
2. The Articles of Organization were originally filed with the Arizona Corporation Commission on October 25, 2005.
3. Article 2 of the Articles of Organization is hereby amended in its entirety to read as follows:
The address of the company’s known place of business in Arizona is 15279 N. Scottsdale Road, Suite 300, Scottsdale, AZ 85254.
4. The Articles of Organization are hereby amended to add Article 7 as follows:
[ILLEGIBLE] Subject to the digits of the Member under the Act of the provisions of these Articles of Organization to take or approve certain actions, the [ILLEGIBLE] of the Company shall be managed collectively by the Managers and officers of the Company. From time to time as it deems advisable, the Member may elect natural partners who are employees or agents of the Company and designate them as officers of the Company (the “Officer”) and assign them (including without [ILLEGIBLE], President, Vice President, Secretary, Treasurer and General Counsel) to any such person. Unless the Member declares otherwise. If the title is one community used for officers of a business corporation formed under the Arizona Corporation Law, the assignment of such title shall constitute the designation to such person of the authorities and duties that are normally [ILLEGIBLE] with that office. Any delegation pursuant to this Article [ILLEGIBLE] at any time by the Member. As Officer may be removed with or without consent by the Member.
AMENDMENT
TO ARTICLES OF ORGANIZATION - 1
Page 2 of 3

DATED this 20th day of June, 2012

MARACAY 91, L.L.C.

a Arizona limited liability company

By: MARACAY HOMES, L.L.C.

a Arizona Limited Liability Company

Sole Member

/s/ Claire S. Grace

Claire S. Grace, Vice president & Secretary

AMENDMENT

TO ARTICLES OF ORGANIZATION - 2

Page 3 of 3

EX-3.11

Exhibit 3.11

OPERATING AGREEMENT

OF

MARACAY 91, L.L.C.

an Arizona limited liability company

THIS OPERATING AGREEMENT is made and entered into effective as of the 25th day of October, 2005, by Maracay Homes Arizona I, L.L.C., an Arizona limited liability company, as the Manager and sole Member of Maracay 91, L.L.C., an Arizona limited liability company (the “Company”).

Section I

Formation; Name and Office; Purpose

1.1 Formation. Pursuant to the Arizona Limited Liability Company Act, A.R.S. Sections 29-601 through 29-857 (the “Act”), the Member has formed an Arizona limited liability company effective upon the filing of the Articles of Organization of this Company (the “Articles”) with the Arizona Corporation Commission. The Member has executed this Agreement to serve as the “Operating Agreement” of the Company, as that term is defined in A.R.S. Section 29-601(12), and, subject to any applicable restrictions set forth in the Act, the business and affairs of the Company, and the relationship of the Member to the Company, shall be operated in accordance with and governed by the terms and conditions set forth in this Agreement.

1.2 Name and Registered Office. The Company shall be conducted under the name of Maracay 91, L.L.C., and the registered office of the Company shall be at 15160 North Hayden Road, Suite 200, Scottsdale, Arizona 85260, or such other place as the Member may from time to time determine.

1.3 Purpose. The purpose and business of this Company shall be to engage in the purchase and sale of real estate and such other activities as the Member shall determine from time to time. The Company shall have the power to do any and all acts and things necessary, appropriate, or incidental to the furtherance of such purpose.

Section II

Definitions

The following terms shall have the meanings set forth in this Section II:

“Act” means the Arizona Limited Liability Company Act, A.R.S. Section 291-601 through 29-857, as amended from time to time (or any corresponding provisions of succeeding law).

“Event of Withdrawal” means those events and circumstances listed in Section 29-733 of the Act.

“Majority in Interest” means one or more Members who own, collectively, a simple majority of the Percentage Interests held by Members.

“Member” means Maracay Homes Arizona I, L.L.C. and any Person who subsequently is admitted as a Member of the Company until such time as an Event of Withdrawal has occurred with respect to such Member.

“Manager” means Maracay Homes Arizona I, L.L.C. and any Person who subsequently is designated as a Manager pursuant of Section IV of this Agreement.

“Percentage Interest” means, as to a Member, the percentage set forth after the Member’s name on Exhibit A, as amended from time to time to reflect any transfers permitted under this Agreement.

“Person” means and includes an individual, corporation, partnership, association, limited liability company, trot, estate, or other entity.

Section III

Capital Contributions and Distributions

3.1 Capital Contributions.

3.1.1 Initial Capital Contributions. The Member shall make such contributions to the capital of the Company as shall be determined by the Member in its sole discretion.

3.1.2 Additional Capital Contributions. The Member shall not be required to contribute any additional capital to the Company, and the Member shall not have any personal liability for any obligation of the Company.

3.2 Distributions. Distributions shall be made to the Member at such times and in such amounts as determined by the Member. If there is more than one Member, distributions shall be made to the Members pro rata in proportion to their Percentage Interests.

Section IV

Management

4.1 Management. Subject to the rights of the Member under the Act or the provisions of this Agreement to take or approve certain actions, the business and affairs of the Company shall be managed exclusively by its Manager. The Manager shall direct, manage, and control the business of the Company to the best of its ability and, subject only to those restrictions set forth in the Act or this Agreement, shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Manager deems appropriate to accomplish the business and objectives of the Company.

4.2 The Company may appoint and remove such additional agents, officers, and employees, with such duties, powers, and responsibilities as shall be determined by the Member or the Manager.

- 2 -

4.3 Manager. The initial Manager of the Company shall be Maracay Homes Arizona I, L.L.C. The number of Managers of the Company shall be fixed from time to time by the Member, but in no instance shall there be less than one Manager. Each Manager shall hold office until its resignation or removal. Managers need not be residents of the State of Arizona or Members of the Company.

4.4 Certain Powers of the Manager. Without limiting the generality of Section 4.1, the Manager shall have power and authority on behalf of the Company:

4.4.1 To acquire property from and sell property to any person as the Manager may determine. The fact that a Member or Manager is directly or indirectly affiliated or connected with any such person shall not prohibit the Manager from dealing with that Person;

4.4.2 To borrow money for the Company from banks, other lending institutions, the Member, Manager, or affiliates of the Member or Manager on such terms as the Manager may deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums;

4.4.3 To purchase liability and other insurance to protect the Manager’s and the Company’s property and business;

4.4.4 To hold and own any Company real and personal property in the name of the Company or others as provided in this Agreement;

4.4.5 To invest Company funds temporarily to the extent not required to pay the current expenses of the Company;

4.4.6 To execute on behalf of the Company all instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages, or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage or disposition of the Company’s property, assignments, bills of sale, leases, partnership agreements, and any other instruments or documents necessary, in the opinion of the Manager, to accomplish the purposes of the Company;

4.4.7 To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds;

4.4.8 To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager may approve;

4.4.9 To do and perform all other acts as may be necessary or appropriate to accomplish the purposes of the Company; and

4.4.10 To take such other actions as do not expressly require the consent of the Member under this Agreement.

- 3 -

4.5 Manager Has No Exclusive Duty to Company. The Manager shall not be required to manage the Company as the Manager’s sole and exclusive function and the Manager may engage in other business and investment activities in addition to those relating to the Company.

4.6 Resignation. Any Manager may resign as a Manager at any time by giving at least fifteen (15) days’ written notice of its resignation to the Member.

4.7 Removal. Any Manager may be removed, with or without cause, by the Member, without liability or obligation except as may be provided in any written contract between the Manager and the Company.

4.8 Vacancies. Any vacancy occurring for any reason in the office of the Manager of the Company shall be filled by the Member.

4.9 Compensation and Expenses. The Company may enter into management or employment contracts, under such terms and conditions and providing for such compensation as shall be approved by the Member, with one or more Managers or Persons affiliated with the Managers.

4.10 Member Authority. Notwithstanding any provision in this Agreement or the Act to the contrary, the Member is hereby authorized and empowered to execute, deliver, or perform as agent for the Company any agreements, acts, transactions, or other matters on behalf of the Company (including agreements and transactions with the Member) as the Member shall determine in the Member’s sole discretion.

4.11 Additional Members. If at anytime the Company has more than one Member, then all actions or approvals to be made or taken by the Member under this Agreement shall be made or taken by a Majority in Interest of the Members and all references to the Member shall be deemed to refer to the Members.

4.12 Books and Records. The Company shall keep or cause to be kept complete and accurate books and records of the Company and supporting documentation of transactions with respect to the conduct of the Company’s business. The books and records shall be kept at the Company’s registered office and such other location or locations as the Member shall from time to time determine. At a minimum the Company shall keep at its registered office the following records:

4.12.1 The full name and business, residence, or mailing address of the Member;

4.12.2 A copy of the initial Articles and all amendments thereto and restatements thereof,

4.12.3 Copies of the Company’s federal, state, and local income tax returns and reports, if any, for the three most recent fiscal years;

4.12.4 Copies of this Agreement and all amendments hereto or restatements hereof, including any prior operating agreements no longer in effect;

- 4 -

4.12.5 Copies of any documents relating to the Member’s obligation to contribute cash, property, or services to the Company;

4.12.6 Copies of any financial statements of the Company for the three most recent fiscal years; and

4.12.7 Copies of minutes of all meetings of the Member and all written consents obtained from the Member for actions taken by the Member without a meeting.

4.13 Indemnity Rights. The Company shall indemnify each Member or Manager who is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of its actions as a Member or Manager or by reason of its acts while serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, and against judgments, fines, and amounts paid in settlement actually and reasonably incurred by it in connection with such action, suit, or proceeding, provided that the acts of such Manager or Member were not committed with gross negligence or willful misconduct, and, with respect to any criminal action or proceeding, such Manager or Member had no reasonable cause to believe its conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of no contest or its equivalent shall not, in and of itself, create a presumption that the Manager or Member acted with gross negligence or willful misconduct, or with respect to any criminal action or proceeding, had reasonable cause to believe that its conduct was unlawful.

Section V

Additional Members; Dissolution; Termination

5.1 Additional and Substitute Member. No person shall be admitted as a Member of the Company after the date of formation of the Company without the written consent or approval of the Member. Notwithstanding the foregoing, any assignee of Maracay Homes Arizona I, L.L.C. shall automatically become a substitute Member of the Company.

5.2 Dissolution.

5.2.1 Events of Dissolution. The Company will be dissolved upon the occurrence of any of the following events:

5.2.1.1 Upon the written consent of the Member;

5.2.1.2 Upon the entry of a decree of dissolution under Section 29-785 of the Act or an administrative dissolution under Section 29-786 of the Act.

5.3 Continuation. An Event of Withdrawal with respect to the Member shall not cause a dissolution and the Company shall automatically continue following such an Event of Withdrawal.

- 5 -

5.4 Distributions and Other Matters. The Company shall not terminate until its affairs have been wound up and its assets distributed as provided herein. Promptly upon the dissolution of the Company, the Manager shall cause to be executed and tiled a Notice of Winding Up with the Arizona Corporation Commission in accordance with Section 29-781 of the Act, and will liquidate the assets of the Company and apply and distribute the proceeds of such liquidation, or distribute the Company’s assets in kind, as follows and in the following order:

5.4.1 Debts. To payment of the debts and liabilities of the Company, including debts owed to the Member or Manager, in the order of priority provided by law;

5.4.2 Remainder. The balance shall be distributed to the Member(s) pro rata in proportion to their Percentage Interests.

5.5 Articles of Termination. When all the assets of the Company have been distributed as provided herein, the Manager shall cause to be executed and filed Articles of Termination as required by the Act.

Section VI

Tax Matters

6.1 Tax Treatment. At any time the Company has only one Member, the Company shall be disregarded as an entity separate from its Member for federal and Arizona income tax purposes. If at any time the Company shall have more than one Member, it shall be treated as a partnership for federal and Arizona income tax purposes.

6.2 Tax Allocations. Except as otherwise required by the Internal Revenue Code or applicable Treasury regulations, during any period in which the Company is treated as a partnership, any taxable income or loss (and any item thereof) of the Company shall be allocated to the Members in accordance with their Percentage Interests and the Company shall maintain capital accounts for each Member in accordance with Treasury Regulation Section 1.704-1(b)(2).

Section VII

Miscellaneous

7.1 Governing Law; Parties in Interest. This Agreement will be governed by and construed according to the laws of the State of Arizona without regard to conflicts of law principles and will bind and inure to the benefit of the heirs, successors, assigns, and personal representatives of the Member and the Company.

7.2 Amendment. This Agreement may only be amended, restated, or revoked by the written consent of the Member.

7.3 Titles and Captions. All article, section, or paragraph titles or captions contained in this Agreement are for convenience only and are not deemed part of the context thereof.

- 6 -

IN WITNESS WHEREOF, the Member and Manager has executed this Operating Agreement, effective as of the date first set forth above.

MEMBER:
Maracay Homes Arizona I, L.L.C.
By:	/s/ Jeffrey J. Andersen
Name:	Jeffrey J. Andersen
Its:	Manager
MANAGER:
Maracay Homes Arizona I, L.L.C.
By:	/s/ Jeffrey J. Andersen
Name:	Jeffrey J. Andersen
Its:	Manager

- 7 -

EXHIBIT A

Member	Percentage Interest
Maracay Homes Arizona I, L.L.C.		100	%

EX-3.12

Exhibit 3.12

	ARTICLES OF ORGANIZATION OF MARACAY HOMES ARIZONA I, L.L.C.
1. The name of this limited liability company (“Company”) is:
	MARACAY HOMES ARIZONA I, L.L.C.
2. A. The address of the Company’s registered office is:
	6330 East Thomas Road, Building 3 Scottsdale, Arizona 85251
B. The name and business address of the Company’s agent for service of process is:

VON DIX

6330 East Thomas Road

Building 3

Scottsdale, Arizona 85251

3. There are or will be two or more Members at the time the Company is formed.

4. The latest date the Company can dissolve is December 31, 2050.

5. Management of the Company is vested in its Managers all of which have the authority to act for and to bind the Company. Any person dealing with the Company may rely upon the latest filed Articles of Organization, as amended, as designating the current Manager or Managers.

6. A. The Managers’ names and mailing addresses are:

DAVID BESSEY	VON DIX	DOUG FOWLER
6330 East Thomas Road	6330 East Thomas Road	6330 East Thomas Road
Building 3	Building 3	Building 3
Scottsdale, Arizona 85251	Scottsdale, Arizona 85251	Scottsdale, Arizona 85251

B. The following Members own a twenty percent (20%) or greater interest in the capital or profits of the Company: DAVID BESSEY, 6330 East Thomas Road, Building 3, Scottsdale, Arizona 85251; VON DIX, 6330 East Thomas Road, Building 3, Scottsdale, Arizona 85251; DOUG FOWLER, 6330 East Thomas Road, Building 3, Scottsdale, Arizona 85251; and MARACAY HOMES CORPORATION, an Arizona corporation, 6330 East Thomas Road, Building 3, Scottsdale, Arizona 85251.

7. This limited liability company (the “Company”) is organized to transact any and all lawful business for which a limited liability company may be organized under Arizona law.

EXECUTED this 2 day of November, 1994.

/s/ Karla D. Motsenbocker

Karla D. Motsenbocker, Organizer

	AMENDMENT OF ARTICLES OF ORGANIZATION OF MARACAY HOMES ARIZONA I, L.L.C.
1. The name of this limited liability company (“Company”)
	MARACAY HOMES ARIZONA I, L.L.C.
2. The filing date of the initial Articles of Organization was December 14, 1994.

3. The initial Articles of Organization are hereby being amended to reflect the addition of a Manager. The new Manager’s name and mailing address are: JEFFREY J. ANDERSEN, 6330 East Thomas Road, Suite 200, Scottsdale, Arizona 85251. JEFFREY J. ANDERSEN’S authority as a Manager shall be limited to the execution of any and all documents necessary, including conveyance deeds, in connection with residential real estate closings of the Company in the ordinary course of business.

4. Any Manager may sign conveyance deeds in connection with residential real estate closing of this Company in the ordinary course of business and such conveyance deeds shall be binding upon the Company.

EXECUTED this 1^st day of September, 1995.

/s/ DAVID W. BESSEY

DAVID W. BESSEY, Manager

/s/ VON E. DIX

VON E. DIX, Manager

/s/ DOUG W. FOWLER

DOUG W. FOWLER, Manager

  AMENDMENT OF ARTICLES OF ORGANIZATION OF MARACAY HOMES ARIZONA I, L.L.C.

1. The name of this limited liability company (“Company”) is:

MARACAY HOMES ARIZONA I, L.L.C.

2. The filing date of the initial Articles of Organization was December 14, 1994.

3. The initial Articles of Organization are hereby being amended to reflect a change in the Managers of the Company:

The Managers’ names and mailing address are: DAVID W. BESSEY, DOUG W. FOWLER and JEFFREY J. ANDERSEN, 6330 East Thomas Road, Suite 200, Scottsdale, Arizona 85251

4. Any Manager may sign conveyance deeds in connection with residential real estate closing of this Company in the ordinary course of business and such conveyance deeds shall be binding upon the Company.

EXECUTED this 13 day of October, 1997.

Manager

	STATE OF ARIZON CORPORATION COMMISSION
	I hereby certify this to be true and complete copy of the document filed in this office and admitted to record in File No. L-0737774-3.

Executive Secretary

Dated: Oct 25, 2002 By:

      ARTICLES OF AMENDMENT   TO THE   ARTICLES OF ORGANIZATION   OF   MARACAY HOMES ARIZONA I, L.L.C.

1. The name of the limited liability company is MARACAY HOMES ARIZONA I, L.L.C. (the “Company”).

2. The date the initial Articles of Organization were filed was December 14, 1994.

3. Article 4 of the Articles of Organization is hereby deleted.

4. Article 5 of the Articles of Organization is hereby renumbered as Article 4.

5. Article 6 is hereby renumbered as Article 5 and amended to read: “The names and addresses of each person who is a Manager of the Company are:

David W. Bessey

6330 East Thomas Road

Suite 200

Scottsdale, Arizona 85251

Doug W. Fowler

6330 East Thomas Road

Suite 200

Scottsdale, Arizona 85251

Jeffrey J. Andersen

6330 East Thomas Road

Suite 200

Scottsdale, Arizona 85251

Dean Doty

6330 East Thomas Road

Suite 200

Scottsdale, Arizona 85251

The names and addresses of the Members who own a 20% or greater interest in the capital or profits of the Company are:

David W. Bessey

6330 East Thomas Road

Suite 200

Scottsdale, Arizona 85251

Doug W. Fowler

6330 East Thomas Road

Suite 200

Scottsdale, Arizona 85251

Ken Fowler AZ, Inc.

6330 East Thomas Road

Suite 200

Scottsdale, Arizona 85251

Maracay Homes Corp.

6330 East Thomas Road

Suite 200

Scottsdale, Arizona 85251

6. Article 7 of the Articles of Organization is hereby renumbered as Article 6.

IN WITNESS WHEREOF, the undersigned, as a Manager and Member of the Company, has executed this instrument for and on behalf of the Company this 8^th day of April, 1998.

/s/ DAVID W. BESSEY

DAVID W. BESSEY

-2-

AMENDMENT OF

ARTICLES OF ORGANIZATION

OF

MARACAY HOMES ARIZONA I, L.L.C.

1. The name of this limited liability company (“Company”) is:

MARACAY HOMES ARIZONA I, L.L.C.

2. The filing date of the initial Articles of Organization was December 14, 1994.

3. The Articles of Organization are hereby amended to delete Article 5 (as amended by that certain Articles of Amendment to the Articles of Organization dated April 8, 1998) in its entirety and replace it with the following:

“The Managers’ names and mailing addresses are: DAVID W. BESSEY, 6330 East Thomas Road, Suite 200, Scottsdale, Arizona 85251; DOUG W. FOWLER, 6330 East Thomas Road, Suite 200, Scottsdale, Arizona 85251; JEFFREY J. ANDERSEN, 6330 East Thomas Road Suite 200, Scottsdale, Arizona 85251 and DEAN DOTY, 6330 East Thomas Road, Suite 200, Scottsdale, Arizona 85251.

DEAN DOTY’s authority as Manager shall be limited to the execution of any and all documents necessary as required by the Department of Real Estate to accomplish the day-to-day operations as the Designated Broker for the Company.

Any Manager, including DEAN DOTY, may sign conveyance deeds in connection with residential real estate closings of this Company in the ordinary course of business and such conveyance deeds shall be binding upon the Company.”

IN WITNESS WHEREOF, the undersigned has executed this Amendment this 14^th day of December, 1998.

Manager

      ARTICLES OF AMENDMENT   TO THE   ARTICLES OF ORGANIZATION   OF   MARACAY HOMES ARIZONA I, L.L.C.

1. The name of the limited liability company is MARACAY HOMES ARIZONA I, L.L.C. (the “Company”).

2. The date the initial Articles of Organization were filed was December 14, 1994.

3. Article 5 of the Articles of Organization is hereby amended to read: “The names and addresses of each person who is a Manager of the Company are:

David W. Bessey

15160 North Hayden Road

Suite 200

Scottsdale, Arizona 85260

Doug W. Fowler

15160 North Hayden Road

Suite 200

Scottsdale, Arizona 85260

Jeffrey J. Andersen

15160 North Hayden Road

Suite 200

Scottsdale, Arizona 85260

Catherine French

15160 North Hayden Road

Suite 200

Scottsdale, Arizona 85260

IN WITNESS WHEREOF, the undersigned, as a Manager and Member of the Company, has executed this instrument for and on behalf of the Company this 23^RD day of MARCH, 1999.

/s/ DAVID W. BESSEY

DAVID W. BESSEY

    ARTICLES OF AMENDMENT   TO THE   ARTICLES OF ORGANIZATION   OF   MARACAY HOMES ARIZONA I, L.L.C.

1. The name of the limited liability company is MARACAY HOMES ARIZONA I, L.L.C. (the “Company”).

2. The date the initial Articles of Organization were filed was December 14, 1994.

3. Article 5 of the Articles of Organization is hereby amended to read: “The names and addresses of each person who is a Manager of the Company are:

David W. Bessey

15160 North Hayden Road

Suite 200

Scottsdale, Arizona 85260

Jeffrey J. Andersen

15160 North Hayden Road

Suite 200

Scottsdale, Arizona 85260

Catherine French

15160 North Hayden Road

Suite 200

Scottsdale, Arizona 85260

IN WITNESS WHEREOF, the undersigned, as a Manager and Member of the Company, has executed this instrument for and on behalf of the Company this 6 day of OCTOBER, 1999.

/s/ DAVID W. BESSEY

DAVID W. BESSEY

ARTICLES OF AMENDMENT   TO THE   ARTICLES OF ORGANIZATION   OF   MARACAY HOMES ARIZONA I, L.L.C.

1. The name of the limited liability company is MARACAY HOMES ARIZONA I, L.L.C. (the “Company”).

2. The date the initial Articles of Organization were filed was December 14, 1994.

3. Article 5 of the Articles of Organization of the Company is hereby amended to read as follows:

ARTICLE 5. The names and addresses of the Members who own a 20% or greater interest in the capital or profits of the Company are:

David W. Bessey

15160 North Hayden Road

Suite 200

Scottsdale, Arizona 85260

Kyjormac, Inc.

15160 North Hayden Road

Suite 200

Scottsdale, Arizona 85260

Ken Fowler Arizona, Inc.

15160 North Hayden Road

Suite 200

Scottsdale, Arizona 85260

Maracay Homes Corporation

15160 North Hayden Road

Suite 200

Scottsdale, Arizona 85260

IN WITNESS WHEREOF, the undersigned, as a Manager and Member of the Company, has executed this instrument for and on behalf of the Company this 12 day of June, 2000.

/s/ Jeffrey J. Andersen

Jeffrey J. Andersen

-2-

ARTICLES OF AMENDMENT   TO THE   ARTICLES OF ORGANIZATION   OF   MARACAY HOMES ARIZONA I, L.L.C.

1. The name of the limited liability company is MARACAY HOMES ARIZONA I, L.L.C. (the “Company”).

2. The date the initial Articles of Organization were filed was December 14, 1994.

3. Article 5 of the Articles of Organization is hereby amended to read: “The names and addresses of each person who is a Manager of the Company are:

David W. Bessey

15160 North Hayden Road

Suite 200

Scottsdale, Arizona 85260

Jeffrey J. Andersen

15160 North Hayden Road

Suite 200

Scottsdale, Arizona 85260

IN WITNESS WHEREOF, the undersigned, as a Manager and Member of the Company, has executed this instrument for and on behalf of the Company this 24 day of June, 2003.

/s/ Jeffrey J. Andersen

Jeffrey J. Andersen

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF ORGANIZATION

OF

MARACAY HOMES ARIZONA I, L.L.C.

Pursuant to the provisions of A.R.S. § 29-633, the undersigned limited liability company adopts the following articles of amendment to its articles of organization:

FIRST: The name of the limited liability company is Maracay Homes Arizona I, L.L.C.

SECOND: The initial articles of organization were filed on December 14, 1994.

THIRD: Article 5 of the articles of organization is hereby amended in its entirety to read as follows:

The name and address of the sole Manager of the Company are:

Weyerhaeuser Real Estate Company

33940 Weyerhaeuser Way South

Federal Way, Washington 98001

The name and address of the only Member who owns a 20% or greater interest in the capital or profits of the Company are:

Weyerhaeuser Real Estate Company

33940 Weyerhaeuser Way South

Federal Way, Washington 98001

FOURTH: This amendment is made solely in relation to changes in managers or members of the limited liability company.

DATED: February 10, 2006.

	MARACAY HOMES ARIZONA I, L.L.C.
By:	/s/ David W. Bessey
	David W. Bessey,
	Manager (prior to amendment)

ARTICLES OF AMENDMENT TO THE ARTICLES OF ORGANIZATION OF MARACAY HOMES ARIZONA I, L.L.C.

1. The name of the limited liability company is Maracay Homes Arizona I, L.L.C.

2. The Articles of Organization were originally filed with the Arizona Corporation Commission on the 14th day of December, 1994.

3. Article 1 of the Articles of Organization is hereby amended to read: “The name of this limited liability company (“Company”) is

MARACAY HOMES, L.L.C.

Dated this 31st day of March, 2009.

MARACAY HOMES ARIZONA I, L.L.C.
By	/s/ Lawrence B. Burrows
	Lawrence B. Burrows, President
	of Weyerhaeuser Real Estate Company, Manager

EX-3.13

Exhibit 3.13

AMENDED AND RESTATED

OPERATING AGREEMENT

OF

MARACAY HOMES, L.L.C.

This statement constitutes the Operating Agreement, as that term is defined in A.R.S. §29-601(14), of Maracay Homes, L.L.C. (the “Company”). The Company’s sole Member states:

1. Name. The name of the limited liability company is Maracay Homes, L.L.C..

2. Known Place of Business. The known place of business of the Company is 15160 N. Hayden Road, Suite #200, Scottsdale, Arizona 85260.

3. Statutory Agent. The name and address of the statutory agent of the Company for service of process on the Company is National Registered Agents, Inc., 638 N. 5^th Avenue, Phoenix Arizona 85003.

4. Term. The Company shall continue until dissolved in accordance with law.

5. Business and Purpose. The business in which, and the purpose for which, the Company is authorized, to engage, is any lawful activity.

6. Management. Management of the Company is vested in one manager. Any person dealing with the Company may rely, without further inquiry, on the identity of the manager set forth in the Articles of Organization, until they are amended to reflect a change in the identity of the manager. The manager shall have the power to do any and all acts necessary or convenient to or for the furtherance of the business of the Company, including all powers, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Arizona. The manager, acting alone and without the requirement for further resolutions or agreements evidencing such authority, shall have the authority to bind the Company and to execute and deliver instruments and other documents on behalf of the Company, all of which shall be binding on the Company. Without limiting the generality of the foregoing, the manager is specifically authorized on behalf of the Company to buy and sell property, record instruments affecting title to real property, borrow and lend money, issue evidences of indebtedness, encumber the Company’s assets, settle disputes, obtain licenses and permits, make applications for governmental approvals, and otherwise deal with the assets of the Company in the same manner in which an individual could deal with his own assets. Without further action or joinder by any person or entity, the manager may approve and certify or consent in writing to resolutions on behalf of the Company for any matters within the scope of the manager’s authority under this Operating Agreement, setting forth in greater detail actions authorized or ratified by the Company, and any such resolutions

Amended and Restated Operating Agreement

Maracay Homes, L.L.C.

may be relied on absolutely by any person or entity. Any manager or managers may be removed or appointed by the member.

7. Powers. In furtherance of its business and purpose, but subject to all of the provisions of this Operating Agreement, the Company shall have the power and is hereby authorized to:

(a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

(b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

(c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

(d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

(e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

(f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Operating Agreement;

(g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

(h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

(i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

2

Amended and Restated Operating Agreement

Maracay Homes, L.L.C.

(j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

(k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Arizona Limited Liability Company Act, A.R.S. § 29-601 et seq. (the “Act”).

8. Manager and Member. The name and address of the manager, who is also the sole member, is:

Weyerhaeuser Real Estate Company

33940 Weyerhaeuser Way South

Federal Way, WA 98001

9. Officers. The manager may, from time to time as it deems advisable, select natural persons who are employees or agents of the Company and designate them as officers of the Company (the “Officers”) and assign titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person. Unless the manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Arizona Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 9 may be revoked at any time by the manager. An Officer may be removed with or without cause by the manager.

10. Capital Contributions. The member shall make the capital contributions to the Company as the member shall decide. The member is not required to make any future capital contributions to the Company.

11. Allocations of Profits and Losses. The Company’s profits and losses shall be allocated to the member.

12. Distributions. Distributions shall be made to the member at the times determined by the member. Notwithstanding any provision to the contrary contained in this Operating Agreement, the Company shall not make a distribution to the member on account of its interest in the Company if such distribution would violate the Act or other applicable law.

13. Assignments. The member may assign in whole or in part its interest in the Company, including its “members” interest under A.R.S. § 29-601(13) or its non-economic rights such as voting rights under A.R.S. § 29-601(12)(d); provided, however, that if the member transfers all of its interest in the Company pursuant to this Section 13, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Operating Agreement. Such admission shall be deemed effective immediately prior to

3

Amended and Restated Operating Agreement

Maracay Homes, L.L.C.

the transfer, and, immediately following such admission, the transferor member shall cease to be a member of the Company.

14. Admission of Additional Members. Additional members of the Company may be admitted to the Company with the consent of the member. As a condition to the admission of an additional member or members, the member and the additional members shall enter into an amended and restated Operating Agreement that reflects the agreement of all members with respect to the operation of the Company.

15. Liability of Members and Managers. Except as required by law, the member shall not be liable for the debts, liabilities, contracts or any other obligation of the Company beyond the capital contributions made by the member under this Operating Agreement. The member shall not be personally liable to contribute, advance or otherwise provide the Company any funds or property in addition to the capital contribution made pursuant to Section 10 hereof. Neither the member nor any manager nor any Officer nor any affiliate of the Company or the foregoing (each a “Covered Person”) shall be liable, responsible or accountable, in damages or otherwise, to the Company or any other person or entity who is bound by this Operating Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Operating Agreement, except that the Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s acts or omissions in breach of this Operating Agreement or which constitute fraud, gross negligence, or willful misconduct.

16. Indemnification. To the full extent permitted by applicable law, the Covered Persons shall be entitled to indemnification from the Company for any loss, damage or claim, including without limitation reasonable attorneys’ fees and costs in investigation, settlement or defense of any such claim, incurred by such Covered Person (a) arising out of any claim in connection with the business of the Company or (b) by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Operating Agreement, except that the Covered Person shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of its fraud, gross negligence or willful misconduct with respect to such acts or omissions; further provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof. All indemnification obligations of Company contained in or arising under this Operating Agreement shall continue (i) during the period the Covered Person continues to be within the definition of a Covered Person of the Company and (ii) thereafter for so long as the Covered Person is subject to any proceeding by reason of having been a Covered Person of the Company. Subject to any specific requirements of applicable law, Company shall

4

Amended and Restated Operating Agreement

Maracay Homes, L.L.C.

pay in advance of the final disposition of any proceeding, expenses (including attorney’s fees) reasonably incurred or to be incurred by the Covered Person in investigating, setting or defending the proceeding with respect to which the Covered Person seeks indemnification, provided that such Covered Person must repay such expenses if indemnification is ultimately determined to be prohibited by this Operating Agreement or applicable law.

17. Withdrawal of Member. The member may at any time withdraw as member of the Company; provided, however, that one or more new members must be admitted to the Company, subject to Section 20 hereof, upon its or their execution of an instrument signifying its or their agreement to be bound as a member by the terms and conditions of this Operating Agreement. Such admission shall be deemed effective immediately prior to the withdrawal, and, immediately following such admission, the resigning member shall cease to be a member of the Company.

18. Resignation of Manager. The manager may at any time resign as manager of the Company; provided however that either (a) one or more new managers must be appointed, subject to Section 20 hereof, upon its or their execution of an instrument signifying its or their agreement to be bound as a manager by the terms and conditions of this Operating Agreement, or (b) the Company shall become member-managed.

19. Dissolution.

(a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the member, (ii) at anytime there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution.

(b) The bankruptcy of the member shall not cause the member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

(c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 29-782 of the Act.

(d) Upon the filing of articles of termination of the Company in accordance with the Act, the Company and this Operating Agreement shall terminate.

20. Separability of Provisions. Each provision of this Operating Agreement shall be considered separable, and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Operating Agreement that are valid, enforceable and legal.

5

Amended and Restated Operating Agreement

Maracay Homes, L.L.C.

21. Entire Agreement. This Operating Agreement constitutes the entire agreement of the member with respect to the subject matter hereof.

22. Governing Law. This Operating Agreement shall be governed by, and construed under, the laws of the state of Arizona.

23. Amendment. This Operating Agreement may be amended in writing by the member.

24. Sole Benefit of Member and Manager. Except as expressly provided in Sections 16 and 17, the provisions of this Operating Agreement (including Section 11) are intended solely to benefit the member, the manager, and the other Covered Persons (Officers and affiliates of the foregoing) and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Operating Agreement), and no member shall have any duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

Signed 6 April, 2009 to be effective as of March 31, 2009.

MEMBER
Weyerhaeuser Real Estate Company
/s/ Lawrence B. Burrows
By:	Lawrence B. Burrows
Its:	President
/s/ Scott R. Vokey
By:	Scott R. Vokey
Its:	General Counsel

6

EX-3.14

Exhibit 3.14

	ARTICLES OF ORGANIZATION
	OF
	MARACAY SOUTHSHORE, L.L.C.

Pursuant to the Arizona Limited Liability Company Act, Chapter 4 of Title 29, Arizona Revised Statutes (the “Act”), the undersigned adopts the following Articles of Organization for such limited liability company:

FIRST:	The name of the limited liability company is Maracay Southshore, L.L.C.
SECOND:	The address of the company’s known place of business in Arizona is 15160 North Hayden Road, Suite 200, Scottsdale, Arizona 85260.
THIRD:	The name and street address of the statutory agent of the company is Jeffrey J. Andersen, 15160 North Hayden Road, Suite 200, Scottsdale, Arizona 85260.
FOURTH:	Management of the limited liability company is vested in a manager or managers.
FIFTH:	The name and business address of the sole manager of the limited liability company at the time of its formation are Maracay Homes Arizona I, L.L.C., an Arizona limited liability company, 15160 North Hayden Road, Suite 200, Scottsdale, Arizona 85260.
SIXTH:	The name and business address of the sole member of the limited liability company at the time of its formation an Maracay Homes Arizona I, L.L.C., an Arizona limited liability company, 15160 North Hayden Road, Suite 200, Scottsdale, Arizona 85260.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization of Maracay Southshore, L.L.C. this 21st day of April, 2005.

/s/ Jeffrey J. Andersen

Jeffrey J. Andersen

CONSENT OF STATUTORY AGENT

Jeffrey J. Andersen, having been designated to act as statutory agent of Maracay Southshore, L.L.C., hereby consents to act in that capacity until removed or until resignation is submitted in accordance with the Arizona Revised Statutes.

/s/ Jeffrey J. Andersen

Jeffrey J. Andersen

AZ Corp. Commission
02780194
AZ CORPORATION COMMISSION
FILED
MAY 12 2009
ARTICLES OF AMENDMENT
Pursuant to A.R.S. 29-633 (F)
FILE NO L1196449-1
1. The name of the limited liability company is:
Maracay Southshore, L.L.C.
2. Attached hereto as Exhibit A is the text of the amendment.
Dated this 29 day of April, 2009.
Signature:
Print Name: Vicki A. Merrick, Assistant Secretary, Maracay Homes Arizona 1 LLC Check One: Member Manager
DO NOT PUBLISH THIS SECTION
The amendment must be executed by a manager if management of the limited liability company is vested in a manager or by a member if management is reserved to the members.
LL:0022
Rev: 10/2008 Page 2 of 3 Arizona Corporation Commission Corporations Division
AZ068 - 10/31/2008 C T System Online

EXHIBIT A

Article 5 of the Articles of Organization is amended in its entirety to read as follows:

5. The name and address of the sole Manager of the Company are:

Maracay Homes, L.L.C.

15160 North Hayden Road

Suite 200

Scottsdale AZ 85260

The name and address of the only member who owns twenty percent (20%) or greater interest in the capital or profits of the limited liability company are:

Maracay Homes, L.L.C.

15160 North Hayden Road

Suite 200

Scottsdale AZ 85260

ARTICLES OF AMENDMENT
Pursuant to A.R.S. 29-633 (F)
1. The name of the limited liability company is:
Maracay Southshore, LLC.
2. Attached hereto as Exhibit A is the text of the amendment.
Dated this 21st day of June, 2012.
Signature:
Print Name: Andrea S. Goudge
Check One: Member Manager
DO NOT PUBLISH THIS SECTION
The amendment must be executed by a manager if management of the limited liability company is vested in a manager or by a member if management is reserved to the members.
Arizona Corporation Commission
Corporations Division
Page 2 of 3
LL:0022
Rev: 10/2009

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF ORGANIZATION

OF

MARACAY SOUTHSHORE, L.L.C.

June 20, 2012

Pursuant to Arizona Revised Statutes, Chapter 4 of Title 29 (the “Act”), Section 29-633, the undersigned Arizona limited liability company adopts the following Articles of Amendment to its Articles of Organization:

1. The name of the Arizona limited liability company is MARACAY SOUTHSHORE, L.L.C.

2. The Articles of Organization were originally filed with the Arizona Corporation Commission on April 21, 2005.

3. Article 1 of the Articles of Organization is hereby amended in its entirety to read as follows:

The name of the limited liability company is MARACAY BRIDGES, LLC.

4. Article 2 of the Articles of Organization is hereby amended in its entirety to read as follows:

The address of the company’s known place of business in Arizona is 15279 N. Scottsdale Road, Suite 300, Scottsdale, AZ 85254.

5. The Articles of Organization are hereby amended to add Article 7 as follows:

7. Subject to the rights of the Member under the Act or the provisions of these Articles of Organization to take or approve certain actions, the business and affairs of the Company shall be managed exclusively by the Managers and officers of the Company. From time to time as it deems advisable, the Member may select natural persons who are employees or agents of the Company and designate them as officers of the Company (the “Officers”) and assign titles (including, without limitation, President, Vice President, Secretary, Treasurer and General Counsel) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Arizona Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this

AMENDMENT

TO ARTICLES OF ORGANIZATION - 1

Article 7 may be revoked at any time by the Member. An Officer may be removed with or without cause by the Member.

DATED June 20, 2012.

MARACAY SOUTHSHORE, L.L.C.

a Arizona limited liability company

By: MARACAY HOMES, L.L.C.

a Arizona Limited Liability Company

Sole Member

/s/ Claire S. Grace

Claire S. Grace, Vice President & Secretary

AMENDMENT

TO ARTICLES OF ORGANIZATION - 2

EX-3.15

Exhibit 3.15

OPERATING AGREEMENT

OF

MARACAY SOUTHSHORE, L.L.C.

an Arizona limited liability company

THIS OPERATING AGREEMENT is made and entered into effective as of the 21st day of April, 2005, by Maracay Homes Arizona I, L.L.C., an Arizona limited liability company, as the Manager and sole Member of Maracay Southshore, L.L.C., an Arizona limited liability company (the “Company”).

Section I

Formation; Name and Office; Purpose

1.1 Formation. Pursuant to the Arizona Limited Liability Company Act, A.R.S. Sections 29-601 through 29-857 (the “Act”), the Member has formed an Arizona limited liability company effective upon the filing of the Articles of Organization of this Company (the “Articles”) with the Arizona Corporation Commission. The Member has executed this Agreement to serve as the “Operating Agreement” of the Company, as that term is defined in A.R.S. Section 29-601(12), and, subject to any applicable restrictions set forth in the Act, the business and affairs of the Company, and the relationship of the Member to the Company, shall be operated in accordance with and governed by the terms and conditions set forth in this Agreement.

1.2 Name and Registered Office. The Company shall be conducted under the name of Maracay Southshore, L.L.C., and the registered office of the Company shall be at 15160 North Hayden Road, Suite 200, Scottsdale, Arizona 85260, or such other place as the Member may from time to time determine.

1.3 Purpose. The purpose and business of this Company shall be to engage in the purchase and sale of real estate and such other activities as the Member shall determine from time to time. The Company shall have the power to do any and all acts and things necessary, appropriate, or incidental to the furtherance of such purpose.

Section II

Definitions

The following terms shall have the meanings set forth in this Section II:

“Act” means the Arizona Limited Liability Company Act, A.R.S. Section 291-601 through 29-857, as amended from time to time (or any corresponding provisions of succeeding law).

“Event of Withdrawal” means those events and circumstances listed in Section 29-733 of the Act.

“Majority in Interest” means one or more Members who own, collectively, a simple majority of the Percentage Interests held by Members.

“Member” means Maracay Homes Arizona I, L.L.C. and any Person who subsequently is admitted as a Member of the Company until such time as an Event of Withdrawal has occurred with respect to such Member.

“Manager” means Maracay Homes Arizona I, L.L.C. and any Person who subsequently is designated as a Manager pursuant of Section IV of this Agreement.

“Percentage Interest” means, as to a Member, the percentage set forth after the Member’s name on Exhibit A, as amended from time to time to reflect any transfers permitted under this Agreement.

“Person” means and includes an individual, corporation, partnership, association, limited liability company, trot, estate, or other entity.

Section III

Capital Contributions and Distributions

3.1 Capital Contributions.

3.1.1 Initial Capital Contributions. The Member shall make such contributions to the capital of the Company as shall be determined by the Member in its sole discretion.

3.1.2 Additional Capital Contributions. The Member shall not be required to contribute any additional capital to the Company, and the Member shall not have any personal liability for any obligation of the Company.

3.2 Distributions. Distributions shall be made to the Member at such times and in such amounts as determined by the Member. If there is more than one Member, distributions shall be made to the Members pro rata in proportion to their Percentage Interests.

Section IV

Management

4.1 Management. Subject to the rights of the Member under the Act or the provisions of this Agreement to take or approve certain actions, the business and affairs of the Company shall be managed exclusively by its Manager. The Manager shall direct, manage, and control the business of the Company to the best of its ability and, subject only to those restrictions set forth in the Act or this Agreement, shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Manager deems appropriate to accomplish the business and objectives of the Company.

4.2 The Company may appoint and remove such additional agents, officers, and employees, with such duties, powers, and responsibilities as shall be determined by the Member or the Manager.

- 2 -

4.3 Manager. The initial Manager of the Company shall be Maracay Homes Arizona I, L.L.C. The number of Managers of the Company shall be fixed from time to time by the Member, but in no instance shall there be less than one Manager. Each Manager shall hold office until its resignation or removal. Managers need not be residents of the State of Arizona or Members of the Company.

4.4 Certain Powers of the Manager. Without limiting the generality of Section 4. 1, the Manager shall have power and authority on behalf of the Company:

4.4.1 To acquire property from and sell property to any person as the Manager may determine. The fact that a Member or Manager is directly or indirectly affiliated or connected with any such person shall not prohibit the Manager from dealing with that Person;

4.4.2 To borrow money for the Company from banks, other lending institutions, the Member, Manager, or affiliates of the Member or Manager on such terms as the Manager may deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums;

4.4.3 To purchase liability and other insurance to protect the Manager’s and the Company’s property and business;

4.4.4 To hold and own any Company real and personal property in the name of the Company or others as provided in this Agreement;

4.4.5 To invest Company funds temporarily to the extent not required to pay the current expenses of the Company;

4.4.6 To execute on behalf of the Company all instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages, or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage or disposition of the Company’s property, assignments, bills of sale, leases, partnership agreements, and any other instruments or documents necessary, in the opinion of the Manager, to accomplish the purposes of the Company;

4.4.7 To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds;

4.4.8 To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager may approve;

4.4.9 To do and perform all other acts as may be necessary or appropriate to accomplish the purposes of the Company; and

4.4.10 To take such other actions as do not expressly require the consent of the Member under this Agreement.

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4.5 Manager Has No Exclusive Duty to Company. The Manager shall not be required to manage the Company as the Manager’s sole and exclusive function and the Manager may engage in other business and investment activities in addition to those relating to the Company.

4.6 Resignation. Any Manager may resign as a Manager at any time by giving at least fifteen (15) days’ written notice of its resignation to the Member.

4.7 Removal. Any Manager may be removed, with or without cause, by the Member, without liability or obligation except as may be provided in any written contract between the Manager and the Company.

4.8 Vacancies. Any vacancy occurring for any reason in the office of the Manager of the Company shall be filled by the Member.

4.9 Compensation and Expenses. The Company may enter into management or employment contracts, under such terms and conditions and providing for such compensation as shall be approved by the Member, with one or more Managers or Persons affiliated with the Managers.

4.10 Member Authority. Notwithstanding any provision in this Agreement or the Act to the contrary, the Member is hereby authorized and empowered to execute, deliver, or perform as agent for the Company any agreements, acts, transactions, or other matters on behalf of the Company (including agreements and transactions with the Member) as the Member shall determine in the Member’s sole discretion.

4.11 Additional Members. If at anytime the Company has more than one Member, then all actions or approvals to be made or taken by the Member under this Agreement shall be made or taken by a Majority in Interest of the Members and all references to the Member shall be deemed to refer to the Members.

4.12 Books and Records. The Company shall keep or cause to be kept complete and accurate books and records of the Company and supporting documentation of transactions with respect to the conduct of the Company’s business. The books and records shall be kept at the Company’s registered office and such other location or locations as the Member shall from time to time determine. At a minimum the Company shall keep at its registered office the following records:

4.12.1 The full name and business, residence, or mailing address of the Member;

4.12.2 A copy of the initial Articles and all amendments thereto and restatements thereof,

4.12.3 Copies of the Company’s federal, state, and local income tax returns and reports, if any, for the three most recent fiscal years;

4.12.4 Copies of this Agreement and all amendments hereto or restatements hereof, including any prior operating agreements no longer in effect;

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4.12.5 Copies of any documents relating to the Member’s obligation to contribute cash, property, or services to the Company;

4.12.6 Copies of any financial statements of the Company for the three most recent fiscal years; and

4.12.7 Copies of minutes of all meetings of the Member and all written consents obtained from the Member for actions taken by the Member without a meeting.

4.13 Indemnity Rights. The Company shall indemnify each Member or Manager who is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of its actions as a Member or Manager or by reason of its acts while serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, and against judgments, fines, and amounts paid in settlement actually and reasonably incurred by it in connection with such action, suit, or proceeding, provided that the acts of such Manager or Member were not committed with gross negligence or willful misconduct, and, with respect to any criminal action or proceeding, such Manager or Member had no reasonable cause to believe its conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of no contest or its equivalent shall not, in and of itself, create a presumption that the Manager or Member acted with gross negligence or willful misconduct, or with respect to any criminal action or proceeding, had reasonable cause to believe that its conduct was unlawful.

Section V

Additional Members; Dissolution; Termination

5.1 Additional and Substitute Member. No person shall be admitted as a Member of the Company after the date of formation of the Company without the written consent or approval of the Member. Notwithstanding the foregoing, any assignee of Maracay Homes Arizona I, L.L.C. shall automatically become a substitute Member of the Company.

5.2 Dissolution.

5.2.1 Events of Dissolution. The Company will be dissolved upon the occurrence of any of the following events:

5.2.1.1 Upon the written consent of the Member;

5.2.1.2 Upon the entry of a decree of dissolution under Section 29-785 of the Act or an administrative dissolution under Section 29-786 of the Act.

5.3 Continuation. An Event of Withdrawal with respect to the Member shall not cause a dissolution and the Company shall automatically continue following such an Event of Withdrawal.

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5.4 Distributions and Other Matters. The Company shall not terminate until its affairs have been wound up and its assets distributed as provided herein. Promptly upon the dissolution of the Company, the Manager shall cause to be executed and filed a Notice of Winding Up with the Arizona Corporation Commission in accordance with Section 29-781 of the Act, and will liquidate the assets of the Company and apply and distribute the proceeds of such liquidation, or distribute the Company’s assets in kind, as follows and in the following order:

5.4.1 Debts. To payment of the debts and liabilities of the Company, including debts owed to the Member or Manager, in the order of priority provided by law;

5.4.2 Remainder. The balance shall be distributed to the Member(s) pro rata in proportion to their Percentage Interests.

5.5 Articles of Termination. When all the assets of the Company have been distributed as provided herein, the Manager shall cause to be executed and filed Articles of Termination as required by the Act.

Section VI

Tax Matters

6.1 Tax Treatment. At any time the Company has only one Member, the Company shall be disregarded as an entity separate from its Member for federal and Arizona income tax purposes. If at any time the Company shall have more than one Member, it shall be treated as a partnership for federal and Arizona income tax purposes.

6.2 Tax Allocations. Except as otherwise required by the Internal Revenue Code or applicable Treasury regulations, during any period in which the Company is treated as a partnership, any taxable income or loss (and any item thereof) of the Company shall be allocated to the Members in accordance with their Percentage Interests and the Company shall maintain capital accounts for each Member in accordance with Treasury Regulation Section 1.704-1(b)(2).

Section VII

Miscellaneous

7.1 Governing Law; Parties in Interest. This Agreement will be governed by and construed according to the laws of the State of Arizona without regard to conflicts of law principles and will bind and inure to the benefit of the heirs, successors, assigns, and personal representatives of the Member and the Company.

7.2 Amendment. This Agreement may only be amended, restated, or revoked by the written consent of the Member.

7.3 Titles and Captions. All article, section, or paragraph titles or captions contained in this Agreement are for convenience only and are not deemed part of the context thereof.

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IN WITNESS WHEREOF, the Member and Manager has executed this Operating Agreement, effective as of the date first set forth above.

MEMBER:
Maracay Homes Arizona I, L.L.C.
By:	/s/ Jeffrey J. Andersen
Name:	Jeffrey J. Andersen
Its:	Manager
MANAGER:
Maracay Homes Arizona I, L.L.C.
By:	/s/ Jeffrey J. Andersen
Name:	Jeffrey J. Andersen
Its:	Manager

- 7 -

EXHIBIT A

Member	Percentage Interest
Maracay Homes Arizona I, L.L.C.		100	%

EX-3.16

Exhibit 3.16

ARTICLES OF ORGANIZATION

OF

MARACAY RIVERSIDE, L.L.C.

Pursuant to the Arizona Limited Liability Company Act, Chapter 4 of Title 29, Arizona Revised Statutes (the “Act”), the undersigned adopts the following Articles of Organization for such limited liability company:

FIRST:	The name of the limited liability company is Maracay Riverside, L.L.C.
SECOND:	The address of the company’s known place of business in Arizona is 15160 North Hayden Road, Suite 200, Scottsdale, Arizona 85260.
THIRD:	The name and street address of the statutory agent of the company is Jeffrey J. Andersen, 15160 North Hayden Road, Suite 200, Scottsdale, Arizona 85260.
FOURTH:	Management of the limited liability company is vested in a manager or managers.
FIFTH:	The name and business address of the sole manager of the limited liability company at the time of its formation are Maracay Homes Arizona I, L.L.C., an Arizona limited liability company, 15160 North Hayden Road, Suite 200, Scottsdale, Arizona 85260.
SIXTH:	The name and business address of the sole member of the limited liability company at the time of its formation are Maracay Homes Arizona I, L.L.C., an Arizona limited liability company, 15160 North Hayden Road, Suite 200, Scottsdale, Arizona 85260.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization of Maracay Riverside, L.L.C. this 2nd day of December, 2005.

/s/ Jeffrey J. Andersen

Jeffrey J. Andersen

CONSENT OF STATUTORY AGENT

Jeffrey J. Andersen, having been designated to act as statutory agent of Maracay Riverside, L.L.C., hereby consents to act in that capacity until removed or until resignation is submitted in accordance with the Arizona Revised Statutes.

/s/ Jeffrey J. Andersen

Jeffrey J. Andersen

COMMISSIONERS JEFF HATCH-MILLER - Chairman WILLIAM A. MUNDELL MARC SPITZER MIKE GLEASON KRISTIN K. MAYES ARIZONA CORPORATION COMMISSION   BRIAN C. MCNEIL Executive Director   DAVID RABER Director, Corporations Division

December 14, 2005

DAVE HINNANT

400 E VAN BUREN

PHOENIX, AZ 85004

RE: MARACAY RIVERSIDE, L.L.C.

File Number: L-1246047-1

We are pleased to notify you that your Articles of Organization were filed on December 2, 2005.

You must publish a notice of the filing of your Articles of Organization OR alternatively, you may publish the Articles of Organization in their entirety. The publication must be in a newspaper of general circulation in the county of the known place of business, in Arizona as filed with the Commission, for three (3) consecutive publications. A list of acceptable newspapers in each county is attached and is also posted on the Commission web site www.cc.state.az.us/corp.

For your convenience we have provided a Notice of Publication form. Please complete this form, in its entirety, and submit to an appropriate newspaper of your choice. An affidavit from the newspaper, evidencing such publication, must be delivered to the Commission for filing WITHIN NINETY (90) DAYS from the date of this letter.

The Commission strongly recommends that you periodically check Commission records regarding the corporation. The Commission web site www.cc.state.az.us/corp contains information specific to each corporation of record and is a good general source of information.

If you have questions or need of further information, please contact us at (602) 542-3135 in Phoenix, (520) 628-6560 in Tucson, or Toll Free (Arizona residents only) at 1-800-345-5819.

Sincerely,

Delta Williams

Examiner

Corporations Division

AZ CORPORATION COMMISSION FILED
MAY 12 2009
FILE NO. L-1246047-1
ARTICLES OF AMENDMENT
Pursuant to A.R.S. 29-633 (F)
1. The name of the limited liability company is:
Maracay Riverside, L.L.C. .
2. Attached hereto as Exhibit A is the text of the amendment.
Dated this 29 day of April, 2009.
Signature: Vicki A. Merrick
Print Name: Vicki A. Merrick, Assistant Secretary, Maracay Homes Arizona 1 LLC
Check One: Member Manager
DO NOT PUBLISH THIS SECTION
The amendment must be executed by a manager if management of the limited liability company is vested in a manager or by a member if management is reserved to the members.
Page 2 of 3 Arizona Corporation Commission Corporations Division

EXHIBIT A

Article 5 of the Articles of Organization is amended in its entirety to read as follows:

5. The name and address of the sole Manager of the Company are:

Maracay Homes, L.L.C.

15160 North Hayden Road

Suite 200

Scottsdale AZ 85260

The name and address of the only member who owns twenty percent (20%) or greater interest in the capital or profits of the limited liability company are:

Maracay Homes, L.L.C.

15160 North Hayden Road

Suite 200

Scottsdale AZ 85260

COMMISSIONERS GARY PIERCE - Chairman BOB STUMP SANDRA D. KENNEDY PAUL NEWMAN BRENDA BURNS		ERNEST G. JOHNSON Executive Director JEFF GRANT Director Corporations Division
	ARIZONA CORPORATION COMMISSION

March 31, 2011

ANDREA GOUDGE

15160 N HAYDEN RD STE 200

SCOTTSDALE, AZ 85255

RE: MARACAY 2011, LLC

File Number: L12460471

We are pleased to notify you that your Amendment to Articles of Organization for the above referenced limited liability company HAS BEEN APPROVED.

You must publish the Amendment in its entirely. The publication must be in a newspaper of general circulation in the county of the known place of business in Arizona for three consecutive publications. A list of acceptable newspapers in each county is enclosed and is also available on the Commission website, Publication must be completed WITHIN 60 DAYS after March 31, 2011, which is the date the document was approved for filing by the Commission. The limited liability company may be subject to administrative dissolution if it fails to publish. You do not need to file the Affidavit of Publication you will receive from the newspaper.

We strongly recommend that you periodically monitor your company’s record with the Commission, which can be viewed at www.azcc.gov/divisions/ corporations. If you have questions or need further information, please contact us at (602) 542-3026 in Phoenix, or Toll Free (Arizona residents only) at 1-800-345-5819.

Sincerely,

Jennifer Yule

Examiner, Corporations Division

1300 WEST WASHINGTON, PHOENIX, ARIZONA 85007-2929

www.azcc.gov - 602-542-3026

AZ CORPORATION COMMISSION FILED
FEB 15 2011
FILE NO. L-1246047-1
ARTICLES OF AMENDMENT
Pursuant to A.R.S. 29-633 (F)
1. The name of the limited liability company is:
Maracay Riverside, L.L.C. .
2. Attached hereto as Exhibit A is the text of the amendment.
Dated this 14th day of January, 2011.
Signature: Andrea S Goudge
Print Name: Andrea S. Goudge, Manager
Check One: Member Manager
DO NOT PUBLISH THIS SECTION
The amendment must be executed by a manager if management of the limited liability company is vested in a manager or by a member if management is reserved to the members.
Page 2 of 5 Arizona Corporation Commission Corporations Division

EXHIBIT A

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF ORGANIZATION

OF

MARACAY RIVERSIDE, L.L.C.

1. The name of the limited liability company is Maracay Riverside, L.L.C.

2. The Articles of Organization were originally filed with the Arizona Corporation Commission on the 2nd day of December, 2005.

3. Article 1 of the Articles of Organization is hereby amended to read: “The name of this limited liability company (“Company”) is: Maracay 2011, LLC, and the address of the company’s known place of business is 15160 North Hayden Road, Suite 200, Scottsdale, AZ 85260.

Dated this 14th day of January, 2011.

Maracay 2011, LLC,

an Arizona limited liability company

By: Maracay Homes, LLC,

an Arizona limited liability company

By:

Andrea Goudge, Vice President, Manager

AZ CORPORATION COMMISSION FILED
JUN 25 2012
FILE NO. L-1246047-1
ARTICLES OF AMENDMENT
Pursuant to A.R.S. 29-633 (F)
1. The name of the limited liability company is:
Maracay 2011, LLC.
2. Attached hereto as Exhibit A is the text of the amendment.
Dated this 21st day of June, 2012
Signature: Andrea S Goudge
Print Name: Andrea S. Goudge
Check One: Member Manager
DO NOT PUBLISH THIS SECTION The amendment must be executed by a manager if management of the limited liability company is vested in a manager or by a member if management is reserved to the members.
Page 2 of 5 Arizona Corporation Commission Corporations Division

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF ORGANIZATION

OF

MARACAY 2011, LLC

June 20, 2012

Pursuant to Arizona Revised Statutes, Chapter 4 of Title 29 (the “Act”), Section 29-633, the undersigned Arizona limited liability company adopts the following Articles of Amendment to its Articles of Organization:

1. The name of the Arizona limited liability company is MARACAY 2011, LLC.

2. The Articles of Organization were originally filed with the Arizona Corporation Commission on December 2, 2005.

3. Article 1 of the Articles of Organization is hereby amended in its entirety to read as follows:

The name of the limited liability company is MARACAY VR, LLC.

4. Article 2 of the Articles of Organization is hereby amended in its entirety to read as follows:

The address of the company’s known place of business in Arizona is 15279 N Scottsdale Road, Suite 300, Scottsdale, AZ 85254.

5. The Articles of Organization are hereby amended to add Article 7 as follows:

7. Subject to the rights of the Member under the Act or the provisions of these Articles of Organization to take or approve certain actions, the business and affairs of the Company shall be managed exclusively by the Managers and officers of the Company. From time to time as it deems advisable, the Member may select natural persons who are employees or agents of the Company and designate them as officers of the Company (the “Officers”) and assign titles (including, without limitation, President, Vice President, Secretary, Treasurer and General Counsel) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Arizona Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this

AMENDMENT

TO ARTICLES OF ORGANIZATION - 1

Article 7 may be revoked at any time by the Member. An Officer may be removed with or without cause by the Member.

DATED June 20, 2012.

MARACAY 2011, LLC

a Arizona limited liability company

By: MARACAY HOMES, L.L.C.

a Arizona Limited Liability Company Sole Member

/s/ Claire S. Grace

Claire S. Grace, Vice President & Secretary

AMENDMENT

TO ARTICLES OF ORGANIZATION - 2

EX-3.17

Exhibit 3.17

OPERATING AGREEMENT

OF

MARACAY RIVERSIDE, L.L.C.

an Arizona limited liability company

THIS OPERATING AGREEMENT is made and entered into effective as of the 2nd day of December, 2005, by Maracay Homes Arizona I, L.L.C., an Arizona limited liability company, as the Manager and sole Member of Maracay Riverside, L.L.C., an Arizona limited liability company (the “Company”).

Section I

Formation; Name and Office; Purpose

1.1 Formation. Pursuant to the Arizona Limited Liability Company Act, A.R.S. Sections 29-601 through 29-857 (the “Act”), the Member has formed an Arizona limited liability company effective upon the filing of the Articles of Organization of this Company (the “Articles”) with the Arizona Corporation Commission. The Member has executed this Agreement to serve as the “Operating Agreement” of the Company, as that term is defined in A.R.S. Section 29-601(12), and, subject to any applicable restrictions set forth in the Act, the business and affairs of the Company, and the relationship of the Member to the Company, shall be operated in accordance with and governed by the terms and conditions set forth in this Agreement.

1.2 Name and Registered Office. The Company shall be conducted under the name of Maracay Riverside, L.L.C., and the registered office of the Company shall be at 15160 North Hayden Road, Suite 200, Scottsdale, Arizona 85260, or such other place as the Member may from time to time determine.

1.3 Purpose. The purpose and business of this Company shall be to engage in the purchase and sale of real estate and such other activities as the Member shall determine from time to time. The Company shall have the power to do any and all acts and things necessary, appropriate, or incidental to the furtherance of such purpose.

Section II

Definitions

The following terms shall have the meanings set forth in this Section II:

“Act” means the Arizona Limited Liability Company Act, A.R.S. Section 291-601 through 29-857, as amended from time to time (or any corresponding provisions of succeeding law).

“Event of Withdrawal” means those events and circumstances listed in Section 29-733 of the Act.

“Majority in Interest” means one or more Members who own, collectively, a simple majority of the Percentage Interests held by Members.

“Member” means Maracay Homes Arizona I, L.L.C. and any Person who subsequently is admitted as a Member of the Company until such time as an Event of Withdrawal has occurred with respect to such Member.

“Manager” means Maracay Homes Arizona I, L.L.C. and any Person who subsequently is designated as a Manager pursuant of Section IV of this Agreement.

“Percentage Interest” means, as to a Member, the percentage set forth after the Member’s name on Exhibit A, as amended from time to time to reflect any transfers permitted under this Agreement.

“Person” means and includes an individual, corporation, partnership, association, limited liability company, trot, estate, or other entity.

Section III

Capital Contributions and Distributions

3.1 Capital Contributions.

3.1.1 Initial Capital Contributions. The Member shall make such contributions to the capital of the Company as shall be determined by the Member in its sole discretion.

3.1.2 Additional Capital Contributions. The Member shall not be required to contribute any additional capital to the Company, and the Member shall not have any personal liability for any obligation of the Company.

3.2 Distributions. Distributions shall be made to the Member at such times and in such amounts as determined by the Member. If there is more than one Member, distributions shall be made to the Members pro rata in proportion to their Percentage Interests.

Section IV

Management

4.1 Management. Subject to the rights of the Member under the Act or the provisions of this Agreement to take or approve certain actions, the business and affairs of the Company shall be managed exclusively by its Manager. The Manager shall direct, manage, and control the business of the Company to the best of its ability and, subject only to those restrictions set forth in the Act or this Agreement, shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Manager deems appropriate to accomplish the business and objectives of the Company.

4.2 The Company may appoint and remove such additional agents, officers, and employees, with such duties, powers, and responsibilities as shall be determined by the Member or the Manager.

- 2 -

4.3 Manager. The initial Manager of the Company shall be Maracay Homes Arizona I, L.L.C. The number of Managers of the Company shall be fixed from time to time by the Member, but in no instance shall there be less than one Manager. Each Manager shall hold office until its resignation or removal. Managers need not be residents of the State of Arizona or Members of the Company.

4.4 Certain Powers of the Manager. Without limiting the generality of Section 4. 1, the Manager shall have power and authority on behalf of the Company:

4.4.1 To acquire property from and sell property to any person as the Manager may determine. The fact that a Member or Manager is directly or indirectly affiliated or connected with any such person shall not prohibit the Manager from dealing with that Person;

4.4.2 To borrow money for the Company from banks, other lending institutions, the Member, Manager, or affiliates of the Member or Manager on such terms as the Manager may deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums;

4.4.3 To purchase liability and other insurance to protect the Manager’s and the Company’s property and business;

4.4.4 To hold and own any Company real and personal property in the name of the Company or others as provided in this Agreement;

4.4.5 To invest Company funds temporarily to the extent not required to pay the current expenses of the Company;

4.4.6 To execute on behalf of the Company all instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages, or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage or disposition of the Company’s property, assignments, bills of sale, leases, partnership agreements, and any other instruments or documents necessary, in the opinion of the Manager, to accomplish the purposes of the Company;

4.4.7 To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds;

4.4.8 To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager may approve;

4.4.9 To do and perform all other acts as may be necessary or appropriate to accomplish the purposes of the Company; and

4.4.10 To take such other actions as do not expressly require the consent of the Member under this Agreement.

- 3 -

4.5 Manager Has No Exclusive Duty to Company. The Manager shall not be required to manage the Company as the Manager’s sole and exclusive function and the Manager may engage in other business and investment activities in addition to those relating to the Company.

4.6 Resignation. Any Manager may resign as a Manager at any time by giving at least fifteen (15) days’ written notice of its resignation to the Member.

4.7 Removal. Any Manager may be removed, with or without cause, by the Member, without liability or obligation except as may be provided in any written contract between the Manager and the Company.

4.8 Vacancies. Any vacancy occurring for any reason in the office of the Manager of the Company shall be filled by the Member.

4.9 Compensation and Expenses. The Company may enter into management or employment contracts, under such terms and conditions and providing for such compensation as shall be approved by the Member, with one or more Managers or Persons affiliated with the Managers.

4.10 Member Authority. Notwithstanding any provision in this Agreement or the Act to the contrary, the Member is hereby authorized and empowered to execute, deliver, or perform as agent for the Company any agreements, acts, transactions, or other matters on behalf of the Company (including agreements and transactions with the Member) as the Member shall determine in the Member’s sole discretion.

4.11 Additional Members. If at anytime the Company has more than one Member, then all actions or approvals to be made or taken by the Member under this Agreement shall be made or taken by a Majority in Interest of the Members and all references to the Member shall be deemed to refer to the Members.

4.12 Books and Records. The Company shall keep or cause to be kept complete and accurate books and records of the Company and supporting documentation of transactions with respect to the conduct of the Company’s business. The books and records shall be kept at the Company’s registered office and such other location or locations as the Member shall from time to time determine. At a minimum the Company shall keep at its registered office the following records:

4.12.1 The full name and business, residence, or mailing address of the Member;

4.12.2 A copy of the initial Articles and all amendments thereto and restatements thereof,

4.12.3 Copies of the Company’s federal, state, and local income tax returns and reports, if any, for the three most recent fiscal years;

4.12.4 Copies of this Agreement and all amendments hereto or restatements hereof, including any prior operating agreements no longer in effect;

- 4 -

4.12.5 Copies of any documents relating to the Member’s obligation to contribute cash, property, or services to the Company;

4.12.6 Copies of any financial statements of the Company for the three most recent fiscal years; and

4.12.7 Copies of minutes of all meetings of the Member and all written consents obtained from the Member for actions taken by the Member without a meeting.

4.13 Indemnity Rights. The Company shall indemnify each Member or Manager who is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of its actions as a Member or Manager or by reason of its acts while serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, and against judgments, fines, and amounts paid in settlement actually and reasonably incurred by it in connection with such action, suit, or proceeding, provided that the acts of such Manager or Member were not committed with gross negligence or willful misconduct, and, with respect to any criminal action or proceeding, such Manager or Member had no reasonable cause to believe its conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of no contest or its equivalent shall not, in and of itself, create a presumption that the Manager or Member acted with gross negligence or willful misconduct, or with respect to any criminal action or proceeding, had reasonable cause to believe that its conduct was unlawful.

Section V

Additional Members; Dissolution; Termination

5.1 Additional and Substitute Member. No person shall be admitted as a Member of the Company after the date of formation of the Company without the written consent or approval of the Member. Notwithstanding the foregoing, any assignee of Maracay Homes Arizona I, L.L.C. shall automatically become a substitute Member of the Company.

5.2 Dissolution.

5.2.1 Events of Dissolution. The Company will be dissolved upon the occurrence of any of the following events:

5.2.1.1 Upon the written consent of the Member;

5.2.1.2 Upon the entry of a decree of dissolution under Section 29-785 of the Act or an administrative dissolution under Section 29-786 of the Act.

5.3 Continuation. An Event of Withdrawal with respect to the Member shall not cause a dissolution and the Company shall automatically continue following such an Event of Withdrawal.

- 5 -

5.4 Distributions and Other Matters. The Company shall not terminate until its affairs have been wound up and its assets distributed as provided herein. Promptly upon the dissolution of the Company, the Manager shall cause to be executed and filed a Notice of Winding Up with the Arizona Corporation Commission in accordance with Section 29-781 of the Act, and will liquidate the assets of the Company and apply and distribute the proceeds of such liquidation, or distribute the Company’s assets in kind, as follows and in the following order:

5.4.1 Debts. To payment of the debts and liabilities of the Company, including debts owed to the Member or Manager, in the order of priority provided by law;

5.4.2 Remainder. The balance shall be distributed to the Member(s) pro rata in proportion to their Percentage Interests.

5.5 Articles of Termination. When all the assets of the Company have been distributed as provided herein, the Manager shall cause to be executed and filed Articles of Termination as required by the Act.

Section VI

Tax Matters

6.1 Tax Treatment. At any time the Company has only one Member, the Company shall be disregarded as an entity separate from its Member for federal and Arizona income tax purposes. If at any time the Company shall have more than one Member, it shall be treated as a partnership for federal and Arizona income tax purposes.

6.2 Tax Allocations. Except as otherwise required by the Internal Revenue Code or applicable Treasury regulations, during any period in which the Company is treated as a partnership, any taxable income or loss (and any item thereof) of the Company shall be allocated to the Members in accordance with their Percentage Interests and the Company shall maintain capital accounts for each Member in accordance with Treasury Regulation Section 1.704-1(b)(2).

Section VII

Miscellaneous

7.1 Governing Law; Parties in Interest. This Agreement will be governed by and construed according to the laws of the State of Arizona without regard to conflicts of law principles and will bind and inure to the benefit of the heirs, successors, assigns, and personal representatives of the Member and the Company.

7.2 Amendment. This Agreement may only be amended, restated, or revoked by the written consent of the Member.

7.3 Titles and Captions. All article, section, or paragraph titles or captions contained in this Agreement are for convenience only and are not deemed part of the context thereof.

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IN WITNESS WHEREOF, the Member and Manager has executed this Operating Agreement, effective as of the date first set forth above.

MEMBER:
Maracay Homes Arizona I, L.L.C.
By:	/s/ Jeffrey J. Andersen
Name:	Jeffrey J. Andersen
Its:	Manager
MANAGER:
Maracay Homes Arizona I, L.L.C.
By:	/s/ Jeffrey J. Andersen
Name:	Jeffrey J. Andersen
Its:	Manager

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EXHIBIT A

Member	Percentage Interest
Maracay Homes Arizona I, L.L.C.		100	%

EX-3.18

Exhibit 3.18

    ARTICLES OF ORGANIZATION   OF   MARACAY THUNDERBIRD, L.L.C.

Pursuant to the Arizona Limited Liability Company Act, Chapter 4 of Title 29, Arizona Revised Statutes (the “Act”), the undersigned adopts the following Articles of Organization for such limited liability company:

FIRST:	The name of the limited liability company is Maracay Thunderbird, L.L.C.
SECOND:	The address of the registered office of the limited liability company is 15160 North Hayden Road, Suite 200, Scottsdale, Arizona 85260.
THIRD:	The name and business address of the agent for service of process are Jeffrey J. Andersen, 15160 North Hayden Road, Suite 200, Scottsdale, Arizona 85260.
FOURTH:	Management of the limited liability company is vested in a manager or managers.
FIFTH:	The name and business address of the sole manager of the limited liability company at the time of its formation are Maracay Homes Arizona I, L.L.C., an Arizona limited liability company, 15160 North Hayden Road, Suite 200, Scottsdale, Arizona 85260.
SIXTH:	The name and business address of the sole member of the limited liability company at the time of its formation are Maracay Homes Arizona I, L.L.C., an Arizona limited liability company, 15160 North Hayden Road, Suite 200, Scottsdale, Arizona 85260.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization of Maracay Thunderbird, L.L.C. this 6th day of May, 2004.

/s/ Jeffrey J. Andersen

Jeffrey J. Andersen

CONSENT OF STATUTORY AGENT

Jeffrey J. Andersen, having been designated to act as statutory agent of Maracay Thunderbird, L.L.C., hereby consents to act in that capacity until removed or until resignation is submitted in accordance with the Arizona Revised Statutes.

/s/ Jeffrey J. Andersen

Jeffrey J. Andersen

COMMISSIONERS MARC SPITZER - Chairman WILLIAM A. MUNDELL JEFF HATCH-MILLER MIKE GLEASON KRISTIN K. MAYES   ARIZONA CORPORATION COMMISSION BRIAN C. MCNEIL Executive Secretary   JOANNE C. MACDONNELL Director, Corporations Division

May 21, 2004

DAVID HINNANT

SNELL & WILMER LLP

ONE ARIZONA CENTER

PHOENIX, AZ 85004-2202

RE: MARACAY THUNDERBIRD, L.L.C.

File Number: L-1131803-4

We are pleased to notify you that your Articles of Organization were filed on May 6, 2004.

You must publish a notice of the filing of your Articles of Organization OR alternatively, you may publish the Articles of Organization in their entirety. The publication must be in a newspaper of general circulation in the county of the known place of business, in Arizona as filed with the Commission, for three (3) consecutive publications. A list of acceptable newspapers in each county is attached and is also posted on the Commission web site www.cc.state.az.us/corp.

For your convenience we have provided a Notice of Publication form. Please complete this form, in its entirety, and submit to an appropriate newspaper of your choice. An affidavit from the newspaper, evidencing such publication, must be delivered to the Commission for filing WITHIN NINETY (90) DAYS from the date of this letter.

The Commission strongly recommends that you periodically check Commission records regarding the corporation. The Commission web site www.cc.state.az.us/corp contains information specific to each Limited Liability Company of record and is a good general source of information.

If you have any questions or need further information, please contact us at (602) 542-3135 in Phoenix, (520) 628-6560 in Tucson, or Toll Free (Arizona residents only) at 1-800-345-5819.

Sincerely,

JEANETTE POTTS

Examiner

Corporations Division

LL: 13

Rev: 01/2003

1300 WEST WASHINGTON, PHOENIX, ARIZONA 65097-2929 / 400 WEST CONGRESS STREET, TUCSON, ARIZONA 65701-1347

www.cc.state.az.us - 602-542-3135

ARTICLES OF AMENDMENT
Pursuant to A.R.S. 29-633 (F)
1. The name of the limited liability company is:
Maracay Thunderbird, L.L.C..
2. Attached hereto as Exhibit A is the text of the amendment.
Dated this 29 day of April, 2009.
Signature: Vicki A. Merrick
Print Name: Vicki A. Merrick, Assistant Secretary, Maracay Homes Arizona 1 LLC
Check One: ¨ Member x Manager
DO NOT PUBLISH THIS SECTION
The amendment must be executed by a manager if management of the limited liability company is vested in a manager or by a member if management is reserved to the members.
Page 2 of 3 Arizona Corporation Commission Corporations Division

EXHIBIT A

Article 5 of the Articles of Organization is amended in its entirety to read as follows:

5. The name and address of the sole Manager of the Company are:

Maracay Homes, L.L.C.

15160 North Hayden Road

Suite 200

Scottsdale AZ 85260

The name and address of the only member who owns twenty percent (20%) or greater interest in the capital or profits of the limited liability company are:

Maracay Homes, L.L.C.

15160 North Hayden Road

Suite 200

Scottsdale AZ 85260

EX-3.19

Exhibit 3.19

OPERATING AGREEMENT

OF

MARACAY THUNDERBIRD, L.L.C.

an Arizona limited liability company

THIS OPERATING AGREEMENT is made and entered into effective as of the 6th day of May, 2004, by Maracay Homes Arizona I, L.L.C., an Arizona limited liability company, as the Manager and sole Member of Maracay Thunderbird, L.L.C., an Arizona limited liability company (the “Company”).

Section I

Formation; Name and Office; Purpose

1.1 Formation. Pursuant to the Arizona Limited Liability Company Act, A.R.S. Sections 29-601 through 29-857 (the “Act”), the Member has formed an Arizona limited liability company effective upon the filing of the Articles of Organization of this Company (the “Articles”) with the Arizona Corporation Commission. The Member has executed this Agreement to serve as the “Operating Agreement” of the Company, as that term is defined in A.R.S. Section 29-601(12), and, subject to any applicable restrictions set forth in the Act, the business and affairs of the Company, and the relationship of the Member to the Company, shall be operated in accordance with and governed by the terms and conditions set forth in this Agreement.

1.2 Name and Registered Office. The Company shall be conducted under the name of Maracay Thunderbird, L.L.C., and the registered office of the Company shall be at 15160 North Hayden Road, Suite 200, Scottsdale, Arizona 85260, or such other place as the Member may from time to time determine.

1.3 Purpose. The purpose and business of this Company shall be to engage in the purchase and sale of real estate and such other activities as the Member shall determine from time to time. The Company shall have the power to do any and all acts and things necessary, appropriate, or incidental to the furtherance of such purpose.

Section II

Definitions

The following terms shall have the meanings set forth in this Section II:

“Act” means the Arizona Limited Liability Company Act, A.R.S. Section 291-601 through 29-857, as amended from time to time (or any corresponding provisions of succeeding law).

“Event of Withdrawal” means those events and circumstances listed in Section 29-733 of the Act.

“Majority in Interest” means one or more Members who own, collectively, a simple majority of the Percentage Interests held by Members.

“Member” means Maracay Homes Arizona I, L.L.C. and any Person who subsequently is admitted as a Member of the Company until such time as an Event of Withdrawal has occurred with respect to such Member.

“Manager” means Maracay Homes Arizona I, L.L.C. and any Person who subsequently is designated as a Manager pursuant of Section IV of this Agreement.

“Percentage Interest” means, as to a Member, the percentage set forth after the Member’s name on Exhibit A, as amended from time to time to reflect any transfers permitted under this Agreement.

“Person” means and includes an individual, corporation, partnership, association, limited liability company, trot, estate, or other entity.

Section III

Capital Contributions and Distributions

3.1 Capital Contributions.

3.1.1 Initial Capital Contributions. The Member shall make such contributions to the capital of the Company as shall be determined by the Member in its sole discretion.

3.1.2 Additional Capital Contributions. The Member shall not be required to contribute any additional capital to the Company, and the Member shall not have any personal liability for any obligation of the Company.

3.2 Distributions. Distributions shall be made to the Member at such times and in such amounts as determined by the Member. If there is more than one Member, distributions shall be made to the Members pro rata in proportion to their Percentage Interests.

Section IV

Management

4.1 Management. Subject to the rights of the Member under the Act or the provisions of this Agreement to take or approve certain actions, the business and affairs of the Company shall be managed exclusively by its Manager. The Manager shall direct, manage, and control the business of the Company to the best of its ability and, subject only to those restrictions set forth in the Act or this Agreement, shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Manager deems appropriate to accomplish the business and objectives of the Company.

4.2 The Company may appoint and remove such additional agents, officers, and employees, with such duties, powers, and responsibilities as shall be determined by the Member or the Manager.

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4.3 Manager. The initial Manager of the Company shall be Maracay Homes Arizona I, L.L.C. The number of Managers of the Company shall be fixed from time to time by the Member, but in no instance shall there be less than one Manager. Each Manager shall hold office until its resignation or removal. Managers need not be residents of the State of Arizona or Members of the Company.

4.4 Certain Powers of the Manager. Without limiting the generality of Section 4. 1, the Manager shall have power and authority on behalf of the Company:

4.4.1 To acquire property from and sell property to any person as the Manager may determine. The fact that a Member or Manager is directly or indirectly affiliated or connected with any such person shall not prohibit the Manager from dealing with that Person;

4.4.2 To borrow money for the Company from banks, other lending institutions, the Member, Manager, or affiliates of the Member or Manager on such terms as the Manager may deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums;

4.4.3 To purchase liability and other insurance to protect the Manager’s and the Company’s property and business;

4.4.4 To hold and own any Company real and personal property in the name of the Company or others as provided in this Agreement;

4.4.5 To invest Company funds temporarily to the extent not required to pay the current expenses of the Company;

4.4.6 To execute on behalf of the Company all instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages, or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage or disposition of the Company’s property, assignments, bills of sale, leases, partnership agreements, and any other instruments or documents necessary, in the opinion of the Manager, to accomplish the purposes of the Company;

4.4.7 To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds;

4.4.8 To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager may approve;

4.4.9 To do and perform all other acts as may be necessary or appropriate to accomplish the purposes of the Company; and

4.4.10 To take such other actions as do not expressly require the consent of the Member under this Agreement.

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4.5 Manager Has No Exclusive Duty to Company. The Manager shall not be required to manage the Company as the Manager’s sole and exclusive function and the Manager may engage in other business and investment activities in addition to those relating to the Company.

4.6 Resignation. Any Manager may resign as a Manager at any time by giving at least fifteen (15) days’ written notice of its resignation to the Member.

4.7 Removal. Any Manager may be removed, with or without cause, by the Member, without liability or obligation except as may be provided in any written contract between the Manager and the Company.

4.8 Vacancies. Any vacancy occurring for any reason in the office of the Manager of the Company shall be filled by the Member.

4.9 Compensation and Expenses. The Company may enter into management or employment contracts, under such terms and conditions and providing for such compensation as shall be approved by the Member, with one or more Managers or Persons affiliated with the Managers.

4.10 Member Authority. Notwithstanding any provision in this Agreement or the Act to the contrary, the Member is hereby authorized and empowered to execute, deliver, or perform as agent for the Company any agreements, acts, transactions, or other matters on behalf of the Company (including agreements and transactions with the Member) as the Member shall determine in the Member’s sole discretion.

4.11 Additional Members. If at anytime the Company has more than one Member, then all actions or approvals to be made or taken by the Member under this Agreement shall be made or taken by a Majority in Interest of the Members and all references to the Member shall be deemed to refer to the Members.

4.12 Books and Records. The Company shall keep or cause to be kept complete and accurate books and records of the Company and supporting documentation of transactions with respect to the conduct of the Company’s business. The books and records shall be kept at the Company’s registered office and such other location or locations as the Member shall from time to time determine. At a minimum the Company shall keep at its registered office the following records:

4.12.1 The full name and business, residence, or mailing address of the Member;

4.12.2 A copy of the initial Articles and all amendments thereto and restatements thereof,

4.12.3 Copies of the Company’s federal, state, and local income tax returns and reports, if any, for the three most recent fiscal years;

4.12.4 Copies of this Agreement and all amendments hereto or restatements hereof, including any prior operating agreements no longer in effect;

4

4.12.5 Copies of any documents relating to the Member’s obligation to contribute cash, property, or services to the Company;

4.12.6 Copies of any financial statements of the Company for the three most recent fiscal years; and

4.12.7 Copies of minutes of all meetings of the Member and all written consents obtained from the Member for actions taken by the Member without a meeting.

4.13 Indemnity Rights. The Company shall indemnify each Member or Manager who is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of its actions as a Member or Manager or by reason of its acts while serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, and against judgments, fines, and amounts paid in settlement actually and reasonably incurred by it in connection with such action, suit, or proceeding, provided that the acts of such Manager or Member were not committed with gross negligence or willful misconduct, and, with respect to any criminal action or proceeding, such Manager or Member had no reasonable cause to believe its conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of no contest or its equivalent shall not, in and of itself, create a presumption that the Manager or Member acted with gross negligence or willful misconduct, or with respect to any criminal action or proceeding, had reasonable cause to believe that its conduct was unlawful.

Section V

Additional Members; Dissolution; Termination

5.1 Additional and Substitute Member. No person shall be admitted as a Member of the Company after the date of formation of the Company without the written consent or approval of the Member. Notwithstanding the foregoing, any assignee of Maracay Homes Arizona I, L.L.C. shall automatically become a substitute Member of the Company.

5.2 Dissolution.

5.2.1 Events of Dissolution. The Company will be dissolved upon the occurrence of any of the following events:

5.2.1.1 Upon the written consent of the Member;

5.2.1.2 Upon the entry of a decree of dissolution under Section 29-785 of the Act or an administrative dissolution under Section 29-786 of the Act.

5.3 Continuation. An Event of Withdrawal with respect to the Member shall not cause a dissolution and the Company shall automatically continue following such an Event of Withdrawal.

5

5.4 Distributions and Other Matters. The Company shall not terminate until its affairs have been wound up and its assets distributed as provided herein. Promptly upon the dissolution of the Company, the Manager shall cause to be executed and filed a Notice of Winding Up with the Arizona Corporation Commission in accordance with Section 29-781 of the Act, and will liquidate the assets of the Company and apply and distribute the proceeds of such liquidation, or distribute the Company’s assets in kind, as follows and in the following order:

5.4.1 Debts. To payment of the debts and liabilities of the Company, including debts owed to the Member or Manager, in the order of priority provided by law;

5.4.2 Remainder. The balance shall be distributed to the Member(s) pro rata in proportion to their Percentage Interests.

5.5 Articles of Termination. When all the assets of the Company have been distributed as provided herein, the Manager shall cause to be executed and filed Articles of Termination as required by the Act.

Section VI

Tax Matters

6.1 Tax Treatment. At any time the Company has only one Member, the Company shall be disregarded as an entity separate from its Member for federal and Arizona income tax purposes. If at any time the Company shall have more than one Member, it shall be treated as a partnership for federal and Arizona income tax purposes.

6.2 Tax Allocations. Except as otherwise required by the Internal Revenue Code or applicable Treasury regulations, during any period in which the Company is treated as a partnership, any taxable income or loss (and any item thereof) of the Company shall be allocated to the Members in accordance with their Percentage Interests and the Company shall maintain capital accounts for each Member in accordance with Treasury Regulation Section 1.704-1(b)(2).

Section VII

Miscellaneous

7.1 Governing Law; Parties in Interest. This Agreement will be governed by and construed according to the laws of the State of Arizona without regard to conflicts of law principles and will bind and inure to the benefit of the heirs, successors, assigns, and personal representatives of the Member and the Company.

7.2 Amendment. This Agreement may only be amended, restated, or revoked by the written consent of the Member.

7.3 Titles and Captions. All article, section, or paragraph titles or captions contained in this Agreement are for convenience only and are not deemed part of the context thereof.

6

IN WITNESS WHEREOF, the Member and Manager has executed this Operating Agreement, effective as of the date first set forth above.

MEMBER:
Maracay Homes Arizona I, L.L.C.
By:	/s/ Jeffrey J. Andersen
Name:	Jeffrey J. Andersen
Its:	Manager
MANAGER:
Maracay Homes Arizona I, L.L.C.
By:	/s/ Jeffrey J. Andersen
Name:	Jeffrey J. Andersen
Its:	Manager

7

EXHIBIT A

Member	Percentage Interest
Maracay Homes Arizona I, L.L.C.		100	%

EX-3.20

Exhibit 3.20

	ARTICLES OF INCORPORATION OF PARDEE CONSTRUCTION COMPANY (A California corporation) We, the undersigned, have this day voluntarily associated ourselves together for the purpose of forming a corporation under and by virtue of the laws of the State of California, and pursuant thereto we hereby certify: ARTICLE I The name of this corporation is and shall be: PARDEE CONSTRUCTION COMPANY. ARTICLE II
	The specific business which the corporation will primarily engage in is the business of acquiring, improving, developing, selling and leasing real estate, and acting as a general contractor with respect to the improvement of real and personal property.
	ARTICLE III The secondary purposes for which the corporation is formed are as follows:

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(a) To purchase, acquire, own, hold, use, lease (either as lessor or lessee), grant, sell, assign, exchange, subdivide, mortgage, convey in trust, pledge, manage, improve, construct, operate and generally deal in any and all real estate, improved or unimproved, stores, office buildings, dwelling houses, apartment houses, hotels, manufacturing plants and other buildings, oil royalties, mineral rights of all kinds, mineral bearing lands and leases thereof, and any and all other property of every kind or description, real, personal and mixed and wheresoever situated, either in California, other States of the United States , the District of Columbia, territories and colonies of the United States or foreign countries;

(b) To manufacture, fabricate, assemble; to take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, lease and otherwise dispose of, and to invest, trade, deal in and deal with goods, wares and merchandise and supplies and all other personal property of every class and description;

(c) To take, purchase and otherwise acquire, own, use, sell, convey in trust, pledge, hypothecate, grant licenses in respect of and otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names and governmental, State,

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territorial, county and municipal grants and concessions of every character which this corporation may deem advantageous in the prosecution of its business or in the maintenance, operation, development or extension of its properties;

(d) To enter into, make, perform and carry out contracts of every kind for any lawful purpose without limit as to amount, with any person, firm, association or corporation, municipality, county, parish, state, territory, government or other municipal or governmental subdivision;

(e) To become a partner (either general or limited or both) and to enter into agreements of partnership with one or more other persons or corporations for the purpose of carrying on any business whatsoever which this corporation may deem proper or convenient in connection with any of the purposes herein set forth or otherwise, or which may be calculated, directly or indirectly to promote the interest of this corporation or to enhance the value of its property or business;

(f) To promote or to aid in any manner, financially or otherwise, any person, firm, corporation or association of which any shares of stock, bonds, notes, debentures or other securities or evidences of indebtedness are held, directly or indirectly, by this corporation; and for this purpose to guarantee the contract, dividends, shares, bonds, debentures, notes and other obligations of such other persons, firms,

-3-

corporations or associations; and to do any other acts or things designed to protect, preserve, improve or enhance the value of such shares, bonds, notes, debentures or other securities or evidences of indebtedness;

(g) To borrow and lend money, but nothing herein contained shall be construed as authorizing the business of banking, or as including the business purposes of a commercial bank, savings bank or trust company;

(h) To issue bonds, notes, debentures or other obligations of this corporation from time to time for any of the objects or purposes of this corporation, and to secure the same by mortgage, deed of trust, pledge, or otherwise, or to issue the same unsecured; to purchase or otherwise acquire its own bonds, debentures or other evidences of its indebtedness or obligations; to purchase, hold, sell and transfer the shares of its own capital stock to the extent and in the manner provided by the laws of the State of California, as the same are now in force or may be hereafter amended;

(i) To carry on any business whatsoever, either as principal or as agent or both or as a partnership, which this corporation may deem proper or convenient in connection with any of the foregoing purposes or otherwise, or which may be calculated, directly or indirectly, to promote the interests of this corporation or to enhance the value of its property or business; to

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conduct its business in this State, in other States, in the District of Columbia, in the territories and colonies of the United States, and in foreign countries;

(j) To have and to exercise all the powers conferred by the laws of the State of California upon corporations formed under the laws pursuant to and under which this corporation is formed, as such laws are now in effect or may at any time hereafter be amended.

The foregoing statement of purposes, shall be construed as a statement of both purpose and powers, and the purposes and powers stated in each clause shall, except where otherwise expressed, be in no way limited or restricted by reference to or inference from the terms or provisions of any other clause, but shall be regarded as independent purposes and powers.

ARTICLE IV

This corporation is authorized to issue only one (1) class of shares of stock. The total number of such shares is Two Thousand Five Hundred (2,500), and all such shares of stock are to be without nominal or par value.

ARTICLE V

The number of Directors of this corporation shall be three (3), and the names and addresses of the persons who are appointed to act as the first Directors of this corporation are:

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Rubin M. Turner

4909 Morse

Sherman Oaks, California

Bonnie G. Trainen

847 Sixth Street

Santa Monica, California

Pamela H. Newman

6075 Saturn Street

Los Angeles, California

ARTICLE VI

Authority is hereby granted to the holders of shares of this corporation entitled to vote, to change from time to time the authorized number of Directors of this corporation by a duly adopted amendment of the By-Laws of this corporation.

ARTICLE VII

The County in the State of California where the principal office for the transaction of business of this corporation is to be located is Los Angeles County.

ARTICLE VIII

The Directors of this corporation shall not have the right or power to levy assessments upon the shares of stock of this corporation.

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IN WITNESS WHEREOF we have hereunto set our hands this 29^th day of December, 1967.

/s/ RUBIN M. TURNER

RUBIN M. TURNER

/s/ BONNIE G. TRAINEN

BONNIE G. TRAINEN

/s/ PAMELA H. NEWMAN

PAMELA H. NEWMAN

STATE OF CALIFORNIA	)
	)	SS.
COUNTY OF LOS ANGELES	)

On this 29^th day of December, 1967, before me, a Notary Public in and for said County and State, personally appeared RUBIN M. TURNER, BONNIE G. TRAINEN and PAMELA H. NEWMAN, known to me to be the persons whose names are subscribed to the foregoing Articles of Incorporation, and acknowledged to me that they executed the same.

WITNESS my hand and official seal

	/s/ Philip L. Ball
	NOTARY PUBLIC in and for said County and State.

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A0577358
State of California
OFFICE OF THE SECRETARY OF STATE
SECRETARY OF STATE
I, BILL JONES, Secretary of State of the State of California, hereby certify:
That the attached transcript of 1 page(s) has been compared with the record on file in this office, of which it purports to be a copy, and that it is full, true and correct.
THE GREAT SEAL OF THE STATE OF CALIFORNIA
IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of
MAR 01 2002
Secretary of State
Sec/State Form CE-107 (rev. 9/98)
OSP 01 55358

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

The undersigned certify that:

1. They are the president and the secretary, respectively, of Pardee Construction Company, a California corporation.

2. Article I of the Articles of Incorporation of this corporation is amended to read as follows:

ARTICLE I

The name of this corporation is and shall be: Pardee Homes.

3. The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors.

4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding shares of the corporation is thirty (30). The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

DATE: January 31, 2002	/s/ Michael V. McGee
	Michael V. McGee, President
	/s/ William A. Bryan
	William A. Bryan, Secretary

EX-3.21

Exhibit 3.21

BY-LAWS OF

PARDEE CONSTRUCTION COMPANY

(a California corporation)

ARTICLE I

PLACE OF BUSINESS

The principal office for the transaction of the business of the corporation shall be located at such place or places within the County of Los Angeles State of California, as the Board of Directors shall from time to time determine.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. PLACE. All meetings of the shareholders shall be held at the principal office of the corporation in the State of California.

Section 2. ANNUAL. The annual meeting of the shareholders shall be held on the                      day of                     , in each year, if not a legal holiday, and if a legal holiday, then on the next succeeding business day, at the hour of 10:00 o’clock A. M., at which time the shareholders shall elect by plurality vote a Board of Directors, consider reports of the affairs of the Corporation, and transact such other business as may properly be brought before the meeting.

Section 3. SPECIAL. Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the President, or by the Board of Directors, or by any two or more members thereof, or by one or more shareholders holding not less than one-fifth of the voting power of the corporation.

Section 4. NOTICE OF MEETINGS AND ADJOURNED MEETINGS. Notices of meetings, annual or special, shall be given in writing to shareholders entitled to vote by the Secretary or the Assistant Secretary, or if there be no such officer, or in case of his neglect or refusal, by any director or shareholder.

Such notices shall be sent to the shareholder’s address appearing on the books of the corporation, or supplied by him to the corporation for the purpose of notice, not less than seven days before such meeting.

Notice of any meeting of shareholders shall specify the place, the day and the hour of meeting, and in case of special meeting, as provided by the Corporations Code of California, the general nature of the business to be transacted.

When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in case of an original meeting. Save, as aforesaid, it shall not be necessary to give any notice of the adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which such adjournment is taken.

Section 5. ENTRY OF NOTICE. Whenever any shareholder entitled to vote has been absent from any meeting of shareholders, whether annual or special, an entry in the minutes to the effect that notice has been duly given shall be sufficient evidence that due notice of such meeting was given to such shareholder, as required by law and the by-laws of the corporation.

Section 6. CONSENT TO SHAREHOLDERS’ MEETINGS. The transactions of any meeting of shareholders, however called and noticed, shall be valid as

though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and it, either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a. consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Any action which may be taken at a meeting of the shareholders, may be taken without a meeting if authorized by a writing signed by all of the holders of shares who would be entitled to vote at a meeting for such purpose, and filed with the Secretary of the corporation.

Section 7. QUORUM. The holders of a majority of the shares entitled to vote thereat, present in person, or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws. If, however, such majority shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person, or by proxy, shall have power to adjourn the meeting from time to time, until the requisite amount of voting shares shall be present. At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 8. VOTING. Only persons in whose names shares entitled to vote stand on the stock records of the corporation on the day of any meeting of shareholders, unless some other day be fixed by the Board of Directors for the determination of shareholders of record, then on such other day, shall be entitled to vote at such meeting.

Every shareholder entitled to vote shall be entitled to one vote for each of said shares and shall have the right to accumulate his votes as provided in Section 2235 Corporations Code of California,

Section 9. PROXIES. Every person entitled to vote or execute consents may do so either in person or by one or more agents authorized by a written proxy executed by the person or his duly authorized agent and filed with the secretary of the corporation.

ARTICLE III

DIRECTORS - MANAGEMENT

Section 1. POWERS. Subject to the limitation of the Articles of Incorporation, of the By-Laws and of the Laws of the State of California as to actions to be authorized or approved by the shareholders, all corporate powers shall be exercised by or under authority of, and the business and affairs of this corporation shall be controlled by, a Board of Directors.

Section 2. NUMBER OF DIRECTORS AND QUALIFICATIONS. The authorized number of directors of the corporation shall be three (3), until changed by amendment to the Articles of Incorporation or by an amendment to this Section 2, Article III of these By-Laws, adopted by the vote or written assent of the shareholders entitled to exercise the majority of the voting power of the corporation.

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Section 3. ELECTION AND TENURE OF OFFICE. The directors shall be elected by ballot at the annual meeting of the shareholders, to serve for one year and until their successors are elected and have qualified. Their term of office shall begin immediately after election.

Section 4. VACANCIES. Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual meeting of shareholders or at a special meeting called for that purpose.

The Shareholders may at any time elect a director to fill any vacancy not filled by the directors, and may elect the additional directors at the meeting at which an amendment of the By-Laws is voted authorizing an increase in the number of directors.

A vacancy or vacancies shall be deemed to exist in case of the death, resignation or removal of any director, or if the shareholders shall increase the authorized number of directors but shall fail at the meeting at which such increase is authorized, or at an adjournment thereof, to elect the additional director so provided for, or in case the shareholders fail at any time to elect the full number of authorized directors.

If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, The Board, or the shareholders, shall have power to elect a successor to take office when the resignation shall become effective.

No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his term of office.

The entire Board of Directors or any individual director may be removed from office as provided by Section 810 of the Corporations Code of the State of California.

Section 5. PLACE OF MEETINGS. Meetings of the Board of Directors shall be held at the office of the corporation in the State of California, as designated for this purpose, from time to time, by resolution of the Board of Directors or written consent of all of the Members of the Board. Any meeting shall be valid, wherever held, if held by the written consent of all Members of the Board of Directors, given either before or after the meeting and filed with the Secretary of the corporation.

Section 6. ORGANIZATION MEETINGS. The organization meetings of the Board of Directors shall be held immediately following the adjournment of the annual meetings of the shareholders.

Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the Board of Directors shall be held on the first day of each month.

If said day shall fall upon a holiday, such meetings shall be held on the next succeeding business day thereafter. No notice need be given of such regular meetings.

Section 8. SPECIAL MEETINGS and NOTICE THEREOF. Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the President or if he is absent or unable or refuses to act, by any Vice President or by any two directors.

Written notice of the time and place of special meetings shall be delivered personally to the directors or sent to each director by letter or by telegram, charges prepaid, addressed to him at his address as it is shown upon the records

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of the corporation, or if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company in the place in which the principal office of the corporation is located at least forty-eight (48) hours prior to the time of the holding of the meeting. In case such notice is delivered as above provided; it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery as above provided shall be due, legal and personal notice to such director.

Section 9. WAIVER OF NOTICE. When all the directors are present at any directors’ meeting, however called or noticed, and sign a written consent thereto on the records of such meeting, or, if a majority of the directors are present, and if those not present sign in writing a waiver of notice of such meeting, whether prior to or after the holding of such meeting, which said waiver shall be filed with the Secretary of the corporation, the transactions thereof are as valid as if had at a meeting regularly called and noticed.

Section 10. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned.

Section 11. QUORUM. A majority of the number of directors as fixed by the articles or By-Laws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business.

Section 12. DIRECTORS ACTING WITHOUT A MEETING. Any action required or permitted to be taken by the Board of Directors under any provision of this Article may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors. Any certificate or other document filed under any provision of this Article which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting, and that the By-Laws, authorize the directors to so act, and such statement shall be prima facie evidence of such authority.

ARTICLE IV

OFFICERS

Section 1. OFFICERS. The officers of the corporation shall be

1. President

2. Vice-President

3. Secretary

4. Treasurer

The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more additional vice-presidents, one or more assistant-secretaries, one or more assistant-treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article.

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Officers other than the president and chairman of the board need not be directors. One person may hold two or more offices, except those of president and secretary.

Section 2. ELECTIONS. The Officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or 5 of this Article, shall be chosen annually by the Board of Directors, and each shall hold his or her office at the pleasure of the Board of Directors, who may, either at a regular or special meeting, remove any such officer and appoint his or her successor.

Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the By-Laws or as the Board of Directors may from time to time determine.

Section 4. RESIGNATION AND REMOVAL. Any officer may be removed, either with or without cause, by a majority of the directors at the time in office at a regular or special meeting of the board, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the Board of Directors or to the president, or to the secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the By-Laws for regular appointments to such office.

Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors as prescribed by the By-Laws.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the corporation. He shall: (1) Preside at all meetings of the shareholders, and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors;

(2) Be a member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a corporation.

(3) Have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.

Section 8. VICE-PRESIDENTS. In the absence or disability of the president, the vice-presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the vice-president designated by the Board of Directors, shall perform all the duties of the president, and when so acting shall have all the

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powers of, and be subject to all the restrictions upon, the president. The vice-presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them by the Board of Directors or the By-Laws.

Section 9. SECRETARY. The secretary shall: (1) Keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of directors and shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those directors and shareholders present, the names of those present at the directors’ meeting, the number of shares present or represented at shareholders’ meetings and the proceedings thereof;

(2) Keep, or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a share register, or a duplicate share register, showing the names of the shareholders and their addresses; the number and classes of shares held by each; the number and date of certificates issued for the same; the number and date of cancellation of every certificate surrendered for cancellation;

(3) Give or cause to be given, notice of all meetings of shareholders and the Board of Directors, as required by the By-Laws or By-Law to be given;

(4) Keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.

Section 10. TREASURER. The treasurer shall: (1) Keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and surplus shares. Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account. The books of account shall at all times be open for inspection by any director;

(2) Shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors;

(3) Disburse the funds of the corporation as may be ordered by the Board of Directors;

(4) Render to the president and directors, when they request it, an account of all of his or her transactions as treasurer and of the financial condition of the corporation;

(5) Have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.

ARTICLE V

RECORDS - REPORTS - INSPECTION

Section 1. RECORDS. The corporation shall maintain adequate and correct accounts, books and records of its business and properties. All of such books, records and accounts shall be kept at its principal place of business in the State of California, as fixed by the Board of Directors from time to time.

Section 2. INSPECTION. The share register or duplicate share register, the books of account, and minutes of proceedings of the shareholders and directors shall be open to inspection upon the written demand of any shareholder or the

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holder or a voting trust certificate, at any reasonable time, and for a purpose reasonably related to his or her interests as a shareholder, and shall be exhibited at any time when required by the demand of ten per cent of the shares represented at any shareholders’ meeting. Such inspection may be made in person or by an agent or attorney, and shall include the right to make extracts. Demand of inspection other than at a shareholders’ meeting shall be made in writing upon the president, secretary or assistant-secretary of the corporation.

Section 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Section 4. ANNUAL REPORT. The Board of Directors of the corporation shall cause to be sent to the shareholders not later than 30 days after the close of the fiscal or calendar year an annual report in compliance with the provisions of Section 3006 of the California Corporation Code, unless the By-Laws expressly dispense with such report.

Section 5. CONTRACTS, ETC. The Board of Directors, except as the By-Laws or Articles of Incorporation otherwise provide, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or agreement or to pledge its credit to render it liable for any purpose or to any amount.

Section 6. INSPECTION OF BY-LAWS. The corporation shall keep in its principal office for the transaction of business the original or a copy of the By-Laws as amended or otherwise altered to date, certified by the secretary, which shall be open to inspection by the shareholders at all reasonable times during business hours.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. CERTIFICATES OF STOCK. Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby; its number; date of issuance; the number of shares for which it is issued; the par value, if any, or a statement that such shares are without par value; a statement of the rights, privileges, preferences and restrictions, if any; a statement as to the redemption or conversion, if any; a statement of liens or restrictions upon transfer or voting, if any; if the shares be assessable, or, if assessments are collectible by personal action, a plain statement of such facts.

Every certificate for shares must be signed by the President or a Vice President and the Secretary or an Assistant Secretary or must be authenticated by facsimiles of the signature of the President and Secretary or by a facsimile of the signature of its President and the written signature of its Secretary or an Assistant Secretary. Before it becomes effective every certificate for shares authenticated by a facsimile of a signature must be countersigned by a transfer agent or transfer clerk and must be registered by an incorporated bank or trust company, either domestic or foreign as registrar of transfers.

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Section 2. TRANSFER. Upon surrender to the Secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3. LOST OR DESTROYED CERTIFICATES. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and advertise the same in such manner as the Board of Directors may require, and shall if the directors so require give the corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost or destroyed.

Section 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

Section 5. CLOSING STOCK TRANSFER BOOKS. The Board of Directors may close the transfer books in their discretion for a period not exceeding thirty days preceding any meeting, annual or special, of the shareholders, or the day appointed for the payment of a dividend.

ARTICLE VII

AMENDMENTS

Section 1. POWER OF SHAREHOLDERS. These By-Laws may be repealed or amended, or new By-Laws may be adopted at such annual meeting, or at any other meeting of the shareholders, called for the purpose by the Board of Directors, by a vote representing a majority of the shares entitled to vote, or by the written assent of such shareholders.

Section 2. POWER OF DIRECTORS. Subject to the right of shareholders as provided in Section 1 of this Article VII to adopt, amend or repeal By-Laws, By-Laws other than a By-Law or amendment thereof changing the authorized number of directors may be adopted, amended or repealed by the Board of Directors.

Section 3. RECORD OF AMENDMENTS. Whenever an amendment or new By-Law is adopted, it shall be copied in the Book of By-Laws with the original By-Laws, in the appropriate place. If any By-Law is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.

ARTICLE VIII

SEAL

The Corporation shall adopt and use a corporate seal consisting of a circle setting forth on its circumference the name of the corporation and showing the State and date of incorporation.

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KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, being all the directors of PARDEE CONSTRUCTION COMPANY , a corporation incorporated, organized and existing under the laws of the State of California, do hereby certify that the foregoing By-Laws, were duly adopted as the By-Laws of the said corporation.

IN WITNESS WHEREOF, we have hereunto subscribed our names this     day of              1968.

/s/ Hoyt S. Pardee

Hoyt S. Pardee

/s/ George M. Pardee, Jr.

George M. Pardee, Jr.

/s/ J. Douglas Pardee

J. Douglas Pardee

KNOW ALL MEN BY THESE PRESENTS:

That I, the undersigned, the duly elected, and acting Secretary of PARDEE CONSTRUCTION COMPANY do hereby certify, that the above and foregoing By-Laws were adopted as the By-Laws of said corporation on the      day of              1968.

IN WITNESS WHEREOF, I have hereunto subscribed my name this      day of             1968.

/s/    Nathaniel A. Margolin        

Secretary

Nathaniel A. Margolin

KNOW ALL MEN BY THESE PRESENTS:

That I, the undersigned, the duly elected, and acting Secretary of                                          do hereby certify, that the above and foregoing Code of By-Laws was submitted to the shareholders at their first meeting held on the      day of              19    , and was ratified by the vote of shareholders entitled to exercise the majority of the voting power of said corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation this      day of              19    

Secretary

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AMENDED BY-LAWS

(AS OF NOVEMBER 1, 1983)

OF

PARDEE CONSTRUCTION COMPANY

(A California Corporation)

ARTICLE II

MEETINGS OF BUSINESS

The principal office for the transaction of the business of the corporation shall be located at such place or places within the County of Los Angeles, State of California, as the Board of Directors shall from time to time determine.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. PLACE. All meetings of the shareholders shall be held at the principal office of the corporation in the State of California.

Section 2. ANNUAL. The annual meeting of the shareholders shall be held on the 15th day of March, in each year, if not a legal holiday, and if a legal holiday, then on the next succeeding business day, at the hour of 10:00 o’clock a.m., at which time the shareholders shall elect by plurality vote a Board of Directors, consider reports of the affairs of the Corporation, and transact such other business as may properly be brought before the meeting.

Section 3. SPECIAL. Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the President, or by the Board of Directors, or by any two or more members thereof, or by one or more shareholders holding not less than one-fifth of the voting power of the corporation.

Section 4. NOTICE OF MEETINGS AND ADJOURNED MEETINGS. Notices of meetings, annual or special, shall be given in writing to shareholders entitled to vote by the Secretary or the Assistant Secretary, or if there be no such officer, or in case of his neglect or refusal, by any director or shareholder.

Such notices shall be sent to the shareholder’s address appearing on the books of the corporation, or supplied by him to the corporation for the purpose of notice, not less than seven days before such meetings.

Notice of any meeting of shareholders shall specify the place, the day and the hour of meeting, and in case of special meeting, as provided by the Corporations Code of California, the general nature of the business to be transacted.

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When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in case of an original meeting. Save, as aforesaid, it shall not be necessary to give any notice of the adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which such adjournment is taken.

Section 5. ENTRY OF NOTICE. Whenever any shareholder entitled to vote has been absent from any meeting of shareholders, whether annual or special, an entry in the minutes to the effect that notice has been duly given shall be sufficient evidence that due notice of such meeting was given to such shareholder, as required by law and the By-Laws of the corporation.

Section 6. CONSENT TO SHAREHOLDERS’ MEETINGS. The transactions of any meeting of shareholders, however called and noticed, shall be valid as though had a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waiver, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meetings.

Any action which may be taken at a meeting of the shareholders may be taken at a meeting of the shareholders, may be taken without a meeting if authorized by a writing signed by all of the holders of shares who would be entitled to vote at a meeting for such purpose, and filed with the Secretary of the corporation.

Section 7. QUORUM. The holders of a majority of the shares entitled to vote thereat, present in person, or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws. If, however, such majority shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person, or by proxy, shall have power to adjourn the meeting from time to time, until the requisite amount of voting shares shall be present at such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 8. VOTING. Only persons in whose names shares entitled to vote stand on the stock records of the corporation on the day of any meeting of shareholders, unless some other day be fixed by the Board of Directors for the determination of shareholders of record, then on such other day, shall be entitled to vote at such meeting.

Every shareholder entitled to vote shall be entitled to one vote for each of said shares and shall have the right to accumulate his votes as provided in Section 2235 Corporations Code of California.

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Section 9. PROXIES. Every person entitled to vote or execute consents may do so either in person or by one or more agents authorized by a written proxy executed by the person or his duly authorized agent and filed with the secretary of the corporation.

ARTICLE III

DIRECTORS-MANAGEMENT

Section 1. POWERS. Subject to the limitation of the Articles of Incorporation, of the By-Laws and of the Laws of the State of California as to actions to be authorized or approved by the shareholders, all corporate powers shall be exercised by or under authority of, and the business and affairs of this corporation shall be controlled by, a Board of Directors.

Section 2. NUMBER OF DIRECTORS AND QUALIFICATIONS. The authorized number of directors of the corporation shall be three (3), until changed by amendment to the Articles of Incorporation or by an amendment to this Section 2, Article III of these By-Laws, adopted by the vote or written assent of the shareholders entitled to exercise the majority of the voting power of the corporation.

Section 3. ELECTION AND TENURE OF OFFICE. The Directors shall be elected by ballot at the annual meeting of the shareholders, to serve for one year and until their successors are elected and have qualified. Their term of office shall begin immediately after election.

Section 4. VACANCIES. Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office until his successor is elected at an annual meeting of shareholders or at a special meeting called for that purpose.

The Shareholders may at any time elect a Director to fill any vacancy not filled by the Directors, and may elect the additional Directors at the meeting at which an amendment of the By-Laws is voted authorizing an increase in the number of directors.

A vacancy or vacancies shall be deemed to exist in case of the death, resignation or removal of any Director, or if the shareholders shall increase the authorized number of Directors but shall fail at the meeting at which such increase is authorized, or at an adjournment thereof, to elect the additional director so provided for, or in case the shareholders fail at any time to elect the full number of authorized directors.

If the Board of Directors accept the resignation of a Director tendered to take effect at a future time, the Board, or the Shareholders, shall have power to elect a successor to take office when the resignation shall become effective.

No reduction of the number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.

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The entire Board of Directors or any individual Director may be removed from office as provided by Section 810 of the Corporation Code of the State of California.

Section 5. PLACE OF MEETINGS. Meetings of the Board of Directors shall be held at the office of the corporation in the State of California, as designated for this purpose, from time to time, by resolution of the Board of Directors or written consent of all the Members of the Board. Any meeting shall be valid, wherever held, if held by the written consent of all members of the Board of Directors, given either before or after the meeting and filed with the secretary of the corporation.

Section 6. ORGANIZATION MEETINGS. The organization meetings of the Board of Directors shall be held immediately following the adjournment of the annual meetings of the shareholders.

Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the Board of Directors shall be held on the first day of each month. If said day shall fall upon a holiday, such meetings shall be held on the next succeeding business day thereafter. No notice need be given of such regular meetings.

Section 8. SPECIAL MEETINGS AND NOTICE THEREOF. Special meetings of the Board of Directors for any purposes shall be called at any time by the President or if he is absent or unable or refuses to act, by any Vice-President or by any two Directors.

Written notice of the time and place of special meetings shall be delivered personally to the Directors or sent to each Director by letter or by telegram, charges prepaid, addressed to him at his address as it is shown upon the records of the corporation, or if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company in the place in which the principal office of the corporation is located at least forty-eight (48) hours prior to the time of the holding of the meeting. In case such notice is delivered as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery as above provided shall be due, legal and personal notice to such director.

Section 9. WAIVER OF NOTICE. When all the Directors are present at any Directors’ meeting, however called or noticed, and sign a written consent thereto on the records of such meeting, or , if a majority of the Directors are present, and if those not present sign in writing a waiver of notice of such meeting, whether prior to or after the holding of such meeting, which said waiver shall be filed with the Secretary of the corporation, the transactions thereof are as valid as if had at a meeting regularly called and noticed.

Section 10. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned.

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Section 11. QUORUM. A majority of the number of Directors as fixed by the Articles or By-Laws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the Directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business.

Section 12. DIRECTORS ACTING WITHOUT A MEETING. Any action required or permitted to be taken by the Board of Directors under any provision of this Article may be taken without a meeting, if all members of the Board shall individually of collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors. Any certificate or other document filed under any provision of this Article which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting, and that the By-Laws, authorize the Directors to so act, and such statement shall be prima facie evidence of such authority.

ARTICLE IV

OFFICERS

Section 1. OFFICERS. The officers of the corporation shall be

1. President

2. Vice-President

3. Secretary

4. Treasurer

The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board. It may also have at the discretion of the Board of Directors or the President, one or more additional Vice-Presidents, one or more Assistant Vice-Presidents, one or more Assistant-Secretaries, one or more Assistant-Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article. Officers other than the President and Chairman of the Board need not be directors. One person may hold two or more offices, except those of President and Secretary.

Section 2. ELECTIONS. The Officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or 5 of this Article, shall be chosen annually by the Board of Directors or the President, and each shall hold his or her office at the pleasure of the Board of Directors, who may either at a regular or special meeting, remove any such officer and appoint his or her successor.

Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors or the President may appoint such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the By-Laws or as the Board of Directors or the President may from time to time determine.

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Section 4. RESIGNATION AND REMOVAL. Any officer may be removed, either with or without cause, by a majority of the Directors at the time in office at a regular or special meeting of the board, or, except in case of an officer chosen by the Board of Directors or by the President or by an officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the Board of Directors or to the President, or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the By-Laws for regular appointments to such office.

Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors as prescribed by the By-Laws.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the corporation. He shall:

(1) Preside at all meetings of the shareholders, and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors;

(2) Be a member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation.

(3) Have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.

Section 8. VICE-PRESIDENTS. In the absence or disability of the President, the Vice-Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice-President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice-Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them by the Board of Directors or the By-Laws.

6.

Section 9. SECRETARY. The Secretary shall:

(1) Keep, or cause to be kept, a books of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those directors and shareholders present, the names of those present at the directors’ meeting, the number of shares present or represented, at the shareholders’ meetings and the proceedings thereof;

(2) Keep, or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a share register, or a duplicate share register, showing the names of the shareholders and their addresses; the number and classes of shares held by each; the number and date of certificates issued for the same; the number and date of cancellation of every certificate surrendered for cancellation;

(3) Give or cause to be given, notice of all meetings of shareholders and the Board of Directors, as required by the By-Laws or By-Laws to be given;

(4) Keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.

Section 10. TREASURER. The Treasurer shall:

(1) Keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus shares. Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account. The books of account shall at all times be open for inspection by any director;

(2) Shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors;

(3) Disburse the funds of the corporation as may be ordered by the Board of Directors;

(4) Render to the president and directors, when they request it, an account of all of his or her transaction as Treasurer and of the financial condition of the corporation;

(5) Have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.

7.

Article V

RECORDS-REPORTS-INSPECTION

Section 1. RECORDS. The corporation shall maintain adequate and correct accounts, books and records of its business and properties. All of such books, records and accounts shall be kept at its principal place of business in the State of California, as fixed by the Board of Directors from time to time.

Section 2. INSPECTION. The share register or duplicate share register, the books of account, and minutes of proceedings of the shareholders and directors shall be open to inspection upon the written demand of any shareholder or the holder or a voting trust certificate, at any reasonable time, and for a purpose reasonably related to his or her interests as a shareholder, and shall be exhibited at any time when required by the demand of ten per cent of the shares represented at any shareholders’ meeting. Such inspection may be made in person or by an agent or attorney, and shall include the right to make extracts. Demand of inspection other than at a shareholders’ meeting shall be made in writing upon the President, Secretary, or Assistant-Secretary of the corporation.

Section 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Section 4. ANNUAL REPORT. The Board of Directors of the corporation shall cause to be sent to the shareholders not later than 30 days after the close of the fiscal or calendar year an annual report in compliance with the provisions of Section 3006 of the California Corporation Code, unless the By-Laws expressly dispense with such report.

Section 5. CONTRACTS, ETC. The Board of Directors, except as the By-Laws or Articles of Incorporation otherwise provide, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or agreement or to pledge its credit to render it liable for any purpose or to any amount.

Section 6. INSPECTION OF BY-LAWS. The corporation shall keep in its principal office for the transaction of business the original or a copy of the By-Laws as amended or otherwise altered to date, certified by the secretary, which shall be open to inspection by the shareholders at all reasonable times during business hours.

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ARTICLE VI

CERTIFICATES OF STOCK

Section 1. CERTIFICATES OF STOCK. Certificates of shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby; its number; date of issuance; the number of shares for which it is issued; the par value, if any, or a statement that such shares are without par value; a statement of the rights, privileges, preferences and restriction, if any; a statement as to the redemption or conversion, if any; a statement of liens or restriction upon transfer or voting, if any; if the shares be assessable, or, if assessments are collectible by personal action, a plain statement of such facts.

Every certificate for shares must be signed by the President or a Vice-President and the Secretary or an Assistant-Secretary or must be authenticated by facsimiles of the signature of the President and Secretary or by a facsimile of the signature of its President and the written signature of its Secretary or an Assistant-Secretary. Before it becomes effective every certificate for shares authenticated by a facsimile of a signature must be countersigned by a transfer agent or stock clerk and must be registered by an incorporated bank or trust company, either domestic or foreign as registrar of transfers.

Section 2. TRANSFER. Upon surrender to the Secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3. LOST OR DESTROYED CERTIFICATES. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and advertise the same in such manner as the Board of Directors may require, and shall if the directors so require give the corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost or destroyed.

Section 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such time and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

Section 5. CLOSING STOCK TRANSFER BOOKS. The Board of Directors may close the transfer books in their discretion for a period not exceeding thirty days preceding any meeting, annual or special, of the shareholders, or the day appointed for the payment of a dividend.

9.

ARTICLE VII

AMENDMENTS

Section 1. POWER OF SHAREHOLDERS. These By-Laws may be repealed or amended, or new By-Laws may be adopted at such annual meeting, or at any other meeting of the shareholders, called for the purpose by the Board of Directors, by a vote representing a majority of the shares entitled to vote, or by the written assent of such shareholders.

Section 2. POWER OF DIRECTORS. Subject to the right of shareholders as provided in Section 1 of this Article VII to adopt, amend or repeal By-Laws, By-Laws other than a by-Laws or amendment thereof changing the authorized number of directors may be adopted, amended or repealed by the Board of Directors.

Section 3. RECORD OF AMENDMENTS. Whenever an amendment or new By-Law is adopted, it shall be copied in the Book of By-Laws with the original By-Laws, in the appropriate place. If any By-Law is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.

ARTICLE VIII

SEAL

The Corporation shall adopt and use a corporate seal consisting of a circle etting forth on its circumference the name of the corporation and showing the State and date of incorporation. KNOW ALL MEN BY THESE PRESENTS:

That I, the undersigned, the duly elected, and acting Secretary of PARDEE CONSTRUCTION COMPANY do hereby certify, that the foregoing amened By-Laws were adopted as the by-Laws of said corporation on the 1st day of November, 1983.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 1st day of November, 1983.

/s/ NATHANIEL A. MARGOLIN

NATHANIEL A. MARGOLIN

Secretary

EX-3.22

Exhibit 3.22

ARTICLES OF INCORPORATION

OF

PARDEE CONSTRUCTION COMPANY OF NEVADA

KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned this day voluntarily associate ourselves together for the purpose of forming a corporation under and by virtue of the General Corporation Law of the State of Nevada and all acts amendatory thereof or additional thereto, and we hereby certify:

FIRST: That the name of this corporation shall be

PARDEE CONSTRUCTION COMPANY OF NEVADA

SECOND: That the place where its principal office is to be located is at 402 North Carson Street, in the City of Carson City, County of Ormsby, State of Nevada. The resident agent thereof at said address is THE PRENTICE-HALL CORPORATION SYSTEM, NEVADA, INC. This corporation may, however, maintain an office in such other place or places as may be from time to time fixed by its Board of Directors or its By-Laws.

THIRD: That the objects and purposes for which said corporation is formed and the nature of the business to be transacted, promoted or carried on by said corporation are:

To conduct and carry on the business of builders and contractors for the purpose of building, erecting, altering, repairing or doing any other work in connection with any and all classes of building and improvements of any kind and nature whatsoever, including the building, rebuilding, alteration, repairing or improvement of motels, hotels, office buildings, houses, apartment houses, flats, factories, works or erections of every kind and description whatsoever, including the locating, laying out and constructing of roads, avenues, sewers, bridges, wells, walls, canals, power plants, and generally all classes of buildings, erections and works, both public and private, or integral parts thereof, and generally to do and perform any and all work as builders and contractors, and with that and in view to solicit, obtain, make, perform and carry out contracts covering the building contracting business and the work connected therewith.

To buy, contract for, lease, and in any and all other ways acquire, take, hold and own, and to sell, mortgage, lease and otherwise dispose of lands and all other

1.

kinds and classes of real property and rights and interests therein; to improve, develop, subdivide and otherwise manage and operate the same; to erect or cause to be erected on any land owned, held, leased or occupied by the corporation, buildings or other structures with their appurtenances; to rebuild, enlarge, alter or improve any buildings or structures now or hereafter erected on any land owned, held, leased, or occupied by the corporation; to loan and invest its funds and to secure the same by mortgage, deed of trust, collateral or otherwise.

To supervise and manage all classes of properties, income-bearing or otherwise, for other persons, corporations, and associations; to act as agent, broker, or attorney-in-fact, on a commission basis or otherwise, for any other person, corporation, or association; to negotiate sales, leases, mortgages, deeds of trust, and other encumbrances of properties of other persons, corporations and associations, real, personal, and mixed, wheresoever situated; and generally to maintain, conduct, and carry on the business of real estate agent and broker.

To invest its capital and corporate funds in the purchase or acquisition of lands, buildings, plants, equipment, businesses or any other kind of property, whether real, personal or mixed; to engage in any occupation, enterprise or activity in connection therewith that may be needful, necessary or required to promote, conserve or enhance the interests of this corporation, and to do such things as may be found from time to time to be useful, pertinent or lawful in the carrying on of the business of this corporation.

To acquire, own, control, operate, manage, manufacture, equip, lease, sell, transfer and encumber, and generally deal in the sale or leasing of machinery and equipment for the general contracting business; to conduct the aforesaid business in all of its branches and to do such other things as are incidental, proper or necessary to the operation of said business.

To establish and carry on, and to permit the establishment and carrying on upon any property in which the corporation is interested of any business which may be convenient or connected with such property, and by the establishment of which it may seem calculated to enhance the value of the corporation’s interests in such property or to facilitate the disposal thereof.

To institute, enter into, assist, promote or participate in commercial, mercantile, industrial works, contracts, undertakings, ventures, enterprises and operations. To endorse or underwrite stock, securities or undertakings of any corporation, firm, individual, syndicate or others.

To improve, manage, develop, sell, assign, transfer, lease, mortgage, pledge, or otherwise dispose of or turn to account or deal with all or any part of the property of the company, and from time to time to vary any investment or employment of capital of the company.

To borrow money, and to make and issue notes, bonds, debentures, obligations and evidences of indebtedness of all kinds, whether secured by mortgage, pledge or otherwise, without limit as to amount, and to secure the

2.

same by mortgage, pledge or otherwise; and generally to make and perform agreements and contracts of every kind and description.

To purchase, hold, sell and transfer the shares of its own capital stock; provided it shall not use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of its capital; and provided, further, that shares of its own capital stock belonging to it shall not be voted upon directly or indirectly.

To the same extent as natural persons might or could do to purchase or otherwise acquire, and to hold, own, maintain, work, develop, sell, lease, exchange, hire, convey, mortgage or otherwise dispose of and deal in, lands and leaseholds, and any interest, estate and rights in real property, and any personal or mixed property, and any franchises, rights, licenses or privileges necessary, convenient or appropriate for any of the purposes herein expressed.

To become a member of any partnership or a party to any lawful agreement for sharing profits or to any union of interests, agreements for reciprocal concessions, joint venture or cooperation or mutual trade agreement with any person, firm, partnership, co-partnership or corporation, that is carrying on or engaged in, or that is about to carry on or engage in any business which this corporation is authorized to carry on or that is conducting or transacting any business capable of being conducted so as directly or indirectly to benefit this corporation. To join, merge, or consolidate with any corporation or corporations in such manner as may be permitted by law.

To apply for, obtain, register, purchase, lease or otherwise to acquire and to hold, own, use, develop, operate and introduce, and to sell, assign, grant licenses or territorial rights in respect to, or otherwise to turn to account or dispose of, any copyrights, trademarks, trade names, brands, labels, patent rights, letters patent of the United States or of any other country or government, inventions, improvements and processes, whether used in connection with or secured under letters patent or otherwise.

To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth, either alone or in association with other corporations, firms or individuals, and to do every other act or acts, thing or things incidental or appurtenant to or growing out of or connected with the aforesaid business or powers or any part or parts thereof, provided the same be not inconsistent with the laws under which this corporation is organized.

The business or purpose of the company is from time to time to do any one or more of the acts and things hereinabove set forth, or any part thereof, and to have one or more offices, and to exercise all or any of its corporate powers and rights, in the State of Nevada, and in the various other states, territories, colonies and dependencies of the United States, in the District of Columbia, and in all or any foreign countries.

3.

The foregoing clauses shall be construed both as objects and powers, and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of this corporation; provided, however, that nothing in these Articles of Incorporation shall be deemed to empower the corporation to engage in the banking business, trust company business or building and loan association business.

FOURTH: That the total authorized capital stock of this corporation is Two Thousand Five Hundred (2,500) shares of common stock, all to be without par value.

FIFTH: That the members of the governing board of this corporation shall be styled directors and the number of said directors shall be three (3), but may from time to time be increased or decreased in such manner as shall be provided in the By-Laws of this corporation; provided that the number shall not be reduced to less than three (3). In case of any increase in the number of directors, the additional directors may be elected by the directors or by the stockholders at an annual or special meeting, as shall be provided in the By-Laws.

That the names and post office addresses of the first Board of Directors are as follows:

NAMES	ADDRESSES
Wm. J. Crowell	930 West Robinson Street Carson City, Nevada
H. L. Crowell	930 West Robinson Street Carson City, Nevada
H. Heckman	913 North Nevada Street Carson City, Nevada

SIXTH: That the capital stock of the corporation shall not be subject to assessment, and the private property of the stockholders, directors and officers shall not be subject to the payment of corporate debts to any extent whatever.

SEVENTH: That the names and addresses of the original incorporators are as follows:

4.

NAMES	ADDRESSES
Wm. J. Crowell	930 West Robinson Street Carson City, Nevada
H. L. Crowell	930 West Robinson Street Carson City, Nevada
M. Heckman	913 North Nevada Street Carson City, Nevada

EIGHTH: That the period of the existence of said corporation shall be unlimited.

NINTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors are expressly authorized:

To hold their meetings, to have one or more offices and to keep the books of the corporation, except as may be otherwise specifically provided by the laws of the State of Nevada, at such places as may be from time to time designated by them.

To determine from time to time whether, and if allowed, under what conditions and regulations the accounts and books of the corporation (other than the books required by law to be kept at the principal office of the corporation in Nevada) or any of them shall be open to the inspection of the stockholders, and the stockholders’ rights in this respect are and shall be restricted or limited accordingly.

To make, alter, amend, and rescind the By-Laws of the corporation; to fix the amounts to be reserved as working capital, and to fix the times for the declaration and payment of dividends, to authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

The corporation reserves the right to amend, altar or repeal any provisions contained in these Articles of Incorporation in the manner now or hereafter prescribed by

5.

statute, and all rights conferred on stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, the undersigned, being the persons hereinabove named as the first directors and the incorporators, have executed these Articles of Incorporation, this 3rd day of February, 1969.

/s/    Wm. J. Crowell        

Wm. J. Crowell

/s/    H. L. Crowell        

H. L. Crowell

/s/    M. Heckman        

M. Heckman

STATE OF NEVADA	)
	)    SS.:
COUNTY OF ORMSBY	)

BE IT REMEMBERED, that on this 3rd day of February, 1969, personally appeared before as, the undersigned a Notary Public in and for said County and State, WM. J. CROWELL, H. L. CROWELL and M. HECKMAN, known to me to be the persons described in and who executed the foregoing instrument, and who acknowledged to me that they executed the same freely and voluntarily and for the uses and purposes therein mentioned.

WITNESS my hand and official seal the day and year herein first above written.

/s/    Shirley A. Stodieck        

Shirley A. Stodieck

Notary Public

6.

	DEAN HELLER Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684 5708
	Important: Read attached instructions before completing form.

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

- Remit in Duplicate -

1. Name of corporation:	Pardee Construction Company of Nevada
2. The articles have been amended as follows (provide article numbers, if available):
The First Article has been amended to read:
FIRST: That the name of this corporation shall be
PARDEE HOMES OF NEVADA
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: Unanimous.*
4. Officer Signature (Required):

* lf any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and remit the proper fees may cause this filing to be rejected.

Nevada Secretary of State Form 76 335 PROFIT AMENDMENT 1999.01

Revised on: 07/21/01

EX-3.23

Exhibit 3.23

BY – LAWS

OF

PARDEE CONSTRUCTION COMPANY OF NEVADA

(Incorporated under the Laws of Nevada)

ARTICLE I.

Offices

1. THE PRINCIPAL OFFICE shall be 11 Old Bank Building, 402 North Carson Street, in the City of Carson City, County of Ormsby, State of Nevada, and the name of the resident agent in charge thereof is The Prentice-Hall Corporation System, Nevada, Inc., 11 Old Bank Building, 402 North Carson Street, in the City of Carson City, County of Ormsby, State of Nevada.

2. THE CORPORATION may also have offices at such other places within or without the State of Nevada as the Board of Directors may from time to time appoint, or the business of the corporation may require.

ARTICLE II.

Stockholders’ Meetings

1. MEETINGS OF THE STOCKHOLDERS shall be held at the business office of the corporation in the City of Los Angeles, County of Los Angeles, State of California, or at such other place within or without the State of Nevada as shall be determined from time to time by the Board of Directors, and the place at which such meeting shall be held shall be stated in the notice and call of the meeting. A change in the place of meeting shall not be made within sixty (60) days next before the day on which an election of directors is to be held, and a notice of any change shall be given to each stockholder twenty (2 0) days before the election is to be held.

2. AN ANNUAL MEETING of the stockholders of the corporation for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held on the first Monday in February of each year, after

1969, at 2:00 o’clock P.M., if not a legal holiday, and if a legal holiday then on the day following. If the annual meeting of the stockholders be not held as herein prescribed, the election of directors may be held at any meeting thereafter called pursuant to these By-Laws.

At all meetings of stockholders the voting may be viva voce, but any qualified voter may demand a stock vote, whereupon such stock vote shall be taken by ballot, each of which shall state the name of the stockholder voting and the number of shares voted by him; and, if such ballot be cast by a proxy, it shall also state the name of such proxy.

At any meeting of the stockholders every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three (3) years prior to said meeting, unless said instrument provides for a longer period. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the corporation, and except where the transfer books of the corporation shall have been closed or a date shall have been fixed as a record date for the determination of its stockholders entitled to vote, no share of stock shall be voted on which shall have been transferred on the books of the corporation within twenty (20) days next preceding such election of directors.

A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, and the number of voting shares held by each shall be prepared by the secretary, who shall have charge of the stock ledger, and filed in the office where the election is to be held, at least ten (10) days before every election, and shall, during the usual hours for business, and during the whole time of said election, be open to the examination of any stockholder.

3. ORDER OF BUSINESS.—At the annual meeting of stockholders, the order of business shall be as follows:

1. Calling meeting to order,

2. Proof of notice of meeting,

3. Reading of minutes of last previous annual meeting,

4. Reports of officers,

5. Reports of committees,

6. Election of directors,

7. Miscellaneous business.

4. ANNUAL MEETINGS AND SPECIAL MEETINGS of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or, in his absence, by any Vice-President, or by a majority of the Board of Directors, and shall be called at any time by the President or any Vice-President or the Secretary or the Treasurer upon the request of stockholders owning twenty-five per cent (25%) of the outstanding stock of the corporation, entitled to vote at such meeting.

5. BUSINESS TRANSACTED at all special meetings shall be confined to the objects stated in the call.

6. NOTICE OF THE TIME AND PLACE of the annual meeting of stockholders shall be given by mailing written or printed notice of the same at least ten (10) days and not more than fifty (50) days prior to the meeting, and notice of the time and place of special meetings shall be given by written or printed notice of the same at least ten (10) days and not more than forty (40) days prior to the meeting with postage prepaid to each stockholder of record of the corporation entitled to vote at such meeting, and addressed to the stockholder’s last known post office address, or to the address appearing on the corporate books of the corporation. The Board of Directors may fix in advance a date, not exceeding forty (40) days preceding the date of any meeting of stockholders, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting.

7. A QUORUM at any annual or special meeting of stockholders shall consist of stockholders representing, either in person or by proxy, a majority of the outstanding capital stock of the corporation, entitled to vote at such meeting, except as otherwise specially provided by law or in the Articles of Incorporation.

If a quorum be not present at a properly called stockholders’ meeting, the meeting may be adjourned by those present and, if a notice of such adjourned meeting, sent to all stockholders entitled to vote thereat, contain the time and place of holding such adjourned meeting and a statement of the purpose of the meeting and that the previous meeting failed for lack of a quorum, and that, under the provisions of this section, it is proposed to hold the adjourned meeting with a quorum of those present, then at such adjourned meeting, except as may be otherwise required by law or provided in the Articles of Incorporation, any number of stockholders, entitled to vote thereat, represented in person or by proxy, shall constitute a quorum and the votes of a

majority in interest of those present at such meeting shall be sufficient to transact business.

8. TWO INSPECTORS of election shall be appointed by the Board of Directors before or at each meeting of the stockholders of the corporation at which an election of directors shall take place; if no such appointment shall have been made or if the inspectors appointed by the Board of Directors refuse to act or fail to attend, then the appointment shall be made by the presiding officer at the meeting. The inspectors shall receive and take in charge all proxies and ballots and shall decide all questions touching upon the qualification of voters, the validity of proxies, and the acceptance and rejection of votes. In case of a tie vote by the inspectors on any question, the presiding officer shall decide.

9. ANY ACTION WITHOUT A MEETING, except election of directors, which may be taken at a meeting of the stockholders, may be taken without a meeting if authorized by a writing signed by all of the holders of shares who would be entitled to vote at a meeting for such purpose, and filed with the Secretary of the corporation.

10. PROXIES may be given by every person entitled to vote or to execute consents. Every such person shall be entitled to vote either in person or by agent or agents authorized by written proxy executed by such person to his duly authorized agent and filed with the Secretary of the corporation; provided that no such proxy shall be valid after the expiration of six (6) months from the date of its execution, unless the stockholder executing it specifies therein the length of time for which such proxy is to continue in force, which in no case shall exceed seven (7) years from the date of its execution.

ARTICLE III.

Board of Directors

1. THE MANAGEMENT of all the affairs, property and business of the corporation shall be vested in a Board of Directors, consisting of not less than three (3) nor more than seven (7) persons, all of full age and at least one (1) of whom shall be a citizen of the United States who shall be elected at the annual meeting of the stockholders by a plurality vote, for a term of one (1) year, and shall hold office until their successors are elected and qualify. Directors need not be stockholders.

In addition to the powers and authorities by these By-Laws and the Articles of Incorporation expressly conferred upon it, the Board of Directors may exercise all such powers of the corporation, and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

2. THE NUMBER OF DIRECTORS shall be three (3) for the first board and may at any time be increased or decreased, but never to less than three (3) by vote of a majority of the stockholders entitled to vote, or by a majority of the then directors, at any regular or special meeting thereof, if the notice of such meeting contains a statement of the proposed increase or decrease, and in case of any such increase, the stockholders at any annual or special meeting shall have power to change the number of directors elected by the directors and elect such additional directors to hold office until the next annual meeting of the stockholders, and until their successors are elected and qualify.

3. ALL VACANCIES in the Board of Directors, whether caused by resignation, death, or otherwise, may be filled by the remaining director or a majority of the remaining directors attending a stated or special meeting called for that purpose even though less than a quorum be present. A director thus elected to fill any vacancy shall hold office for the unexpired term of his predecessor and until his successor is elected and qualifies.

4. THE FIRST MEETING of each newly elected board, after organization of the corporation has been completed, shall be held at such time and place either within or without the State of Nevada immediately following the annual meeting of stockholders, or at such time and place as a majority of said newly elected Board of Directors shall determine, and no further notice of such meeting shall be necessary.

5. ANNUAL MEETINGS of the Board of Directors shall be held right after the annual meeting of stockholders, without notice, at the principal office of the corporation or at such other place or places within or without the State of Nevada as the Board of Directors may from time to time designate.

6. SPECIAL MEETINGS of the Board of Directors may be called at any time by the President or, in his absence, by any Vice-President, or by any two (2) directors, to be held at the principal office of the corporation or at such other place or places within or without the State of Nevada as the directors may from time to time designate.

7. MY ACTION OF A MAJORITY of the Board of Directors, although not at a regularly called meeting shall be as valid and effective in all respects as if such action had been passed upon by the board in a regular meeting, provided that the record of such action shall be assented to in writing by all of the members of the Board of Directors not participating.

8. NOTICE of all special meetings of the Board of Directors shall be given to each director by one (1) day’s service of the same by telegram, by letter, or personally.

9. A MAJORITY of the whole Board of Directors shall be necessary at all meetings to constitute a quorum for the transaction of business; but less than a quorum may adjourn any meeting, which may be held on a subsequent date without further notice provided a quorum be present at such deferred meeting.

10. STANDING OR TEMPORARY COMMITTEES may be appointed from its own number by the Board of Directors from time to time and the Board of Directors may from time to time invest such committees with such powers as it may see fit, subject to such conditions as may be prescribed by such board. An Executive Committee may be appointed by resolution passed by a majority of the whole board; it shall have all the powers provided by statute except as specially limited by the board. All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the corporation, and shall report the same to the Board of Directors at its next meeting.

11. NO STATED SALARY shall be paid directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of such board; provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

12. INDEMNIFICATION.—The corporation shall indemnify any and all of its directors or officers or former directors or officers or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is

Amended as of 2-26-69

ARTICLE III. Section 12.

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES.

(a) When a person is sued, either alone or with others, because he is or was a director, officer, or employee of the corporation, in any proceeding (whether brought by the corporation, its receiver, its trustee, one or more of its shareholders or creditors, any governmental body, any public official, or any private person or corporation, domestic or foreign) arising out of his alleged misfeasance or nonfeasance in the performance of his duties or out of any alleged wrongful act against the corporation or by the corporation, he shall be indemnified for his reasonable expenses, including attorneys’ fees incurred in the defense of the proceeding, if both of the following conditions exist:

(1) The person sued is successful in whole or in part, or the proceeding against him is settled with the approval of the court.

(2) The court finds that his conduct fairly and equitably merits such indemnity.

The amount of such indemnity may be assessed against the corporation, its receiver, or its trustee, by the court in the same or in a separate proceeding and shall be so much of the expenses, including attorneys’ fees incurred in the defense of the proceeding, as the court determines and finds to be reasonable. Application for such indemnity may be made either by a person sued or by the attorney or other person rendering services to him in connection with the defense, and the court may order fees and expenses to be paid directly to the attorney or other person, although he is not a party to the proceeding. Notice of the application for such indemnity shall be served upon the corporation, its receiver, or its trustee, and upon the plaintiff and other parties to the proceeding. The court may order notice to be given also to the shareholders in the manner provided elsewhere in these by-laws for giving notice of shareholders’ meetings, in such form as the court directs.

(b) Notwithstanding the provisions of Subdivision (a) of this Section 12, the board of directors may authorize the corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, a present or former director, officer or employee of the corporation in an action brought by a third party against such person (whether or not the corporation is joined as a party defendant) to impose a liability or penalty on such person for an act alleged to have been committed by such person while a director, officer or employee, or by the corporation, or by both; provided, the board of directors determines in good faith that such director, officer or employee was acting in good faith within what he reasonably believed to be the scope of his employment or authority and for a purpose which he reasonably believed to be in the best interests of the corporation or its shareholders. Payments authorized hereunder include amounts paid and expenses incurred in settling any such action or threatened action. This Subdivision (b) does not apply to any action instituted or maintained in the right of the corporation by a shareholder or holder of a voting trust certificate representing shares of the corporation.

(c) The provisions of this Section 12 shall apply to the estate, executor, administrator, heirs, legatees or devisees of a director, officer or employee, and the term person” where used in the foregoing subdivisions of this section shall include the estate, executor, administrator, heirs, legatees or devisees of such person.

ARTICLE III. Section 13.

REIMBURSEMENT.

Any payments made to an officer of the corporation such as a salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the corporation to the full extent of such disallowance. It shall be the duty of the Directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer, subject to the determination of the Directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

a creditor against expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors or officers or a director or officer of the corporation, or of such other corporation, except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled, under any by-law, agreement, vote of stockholders, or otherwise.

ARTICLE IV.

Officers

1. THE OFFICERS OF THE COMPANY shall be a President, one or more Vice-Presidents, a Secretary and a Treasurer, who shall be elected for one (1) year by the directors at their first meeting, and thenceforth at the annual meeting of the board, after the annual meeting of stockholders, and who shall hold office until their successors are elected and qualify. The Board of Directors may also choose one or more Vice-Presidents, additional Assistant Secretaries and Assistant Treasurers. The President and any Vice-President exercising the functions of the President during his absence or disability must be a member of the Board of Directors. Any two offices, other than President and Secretary, may be held by the same person.

2. THE PRESIDENT shall preside at all meetings of stockholders and directors, shall have general supervision of the affairs of the corporation, shall sign or countersign all certificates, contracts and other instruments of the corporation as authorized by the Board of Directors, shall make reports to the Board of Directors and stockholders and perform all such other duties as are incident to his office or are properly required of him by the Board of Directors.

3. VICE-PRESIDENTS, during the absence or disability of the President and in the order designated by the Board of Directors, shall exercise all the functions of the President. Each Vice-President shall have such powers and discharge such duties as may be assigned to him from time to time by the Board of Directors.

4. THE SECRETARY shall issue notices for all meetings, except that notice for special meetings of directors

called at the request of two (2) directors, as provided in Section 6 of Article III of the By-Laws, may be issued by any such director, shall keep minutes of all meetings, shall have charge of the seal of the corporation and the corporate books, and shall make such reports and perform such other duties as are incident to his office, or are properly required of him by the Board of Directors.

5. THE ASSISTANT SECRETARIES, in the order of their seniority, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary, and shall perform such other duties as the Board of Directors shall prescribe.

6. THE TREASURER shall have the custody of all moneys and securities of the corporation and shall keep regular books of account. He shall disburse the funds of the corporation in payment of the just demands against the corporation or as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors from time to time as may be required of him, an account of all his transactions as Treasurer and of the financial condition of the corporation. He shall perform all duties incident to his office or that are properly required of him by the Board of Directors.

7. THE ASSISTANT TREASURERS, in the order of their seniority, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer, and shall perform such other duties as the Board of Directors shall prescribe.

8. IN THE CASE OF ABSENCE OR INABILITY to act of any officer of the corporation and of any person herein authorized to act in his place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director or other person whom it may select.

9. VACANCIES in any office arising from any cause may be filled by the directors at any regular or special meeting.

10. THE BOARD OF DIRECTORS MAY APPOINT such other officers and agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

11. THE SALARIES of all officers and agents of the corporation shall be fixed by the Board of Directors.

12. THE OFFICERS OF THE CORPORATION shall hold office until their successors are chosen and qualify. Any office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors.

13. THE BOARD OF DIRECTORS MAY, by resolution, require any and all of the officers to give bonds to the corporation, with sufficient surety or sureties, conditioned for the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Directors.

ARTICLE V.

Stock

1. CERTIFICATES OF STOCK shall be issued in numerical order, and each stockholder shall be entitled to a certificate signed by the President or Vice-President and the Treasurer, or an Assistant Treasurer or the Secretary, or an Assistant Secretary, certifying to the number of shares owned by him.

If the stock certificate is signed by a transfer agent or an assistant transfer agent, or by a transfer clerk acting on behalf of the corporation, and a registrar, the signature of any of the officers signing such stock certificate may be facsimile.

In case any officer who has signed, or whose facsimile signature has been used on a certificate, has ceased to be an officer before the certificate has been delivered, such certificate may nevertheless be adopted and issued and delivered by the corporation as though the officer who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be such officer of the corporation.

2. TRANSFERS OF STOCK shall be made only upon the transfer books of the corporation, kept at the office of the corporation or respective transfer agents designated to transfer the several classes of stock, and before a new certificate is issued the old certificates shall be surrendered for cancellation. If transfer of stock of this corporation is restricted by the terms of the Articles of Incorporation of this corporation, such must be complied with before due transfer can be made.

3. REGISTERED STOCKHOLDERS only shall be entitled to be treated by the corporation as the holders in fact of the stock standing in their respective names, and the corporation shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Nevada.

4. IN CASE OF LOSS OR DESTRUCTION of any certificate of stock another may be issued in its place upon proof of such loss or destruction and upon the giving of a satisfactory bond of indemnity to the corporation and/or to the transfer agent and registrar of such stock, in such sum as the Board of Directors may provide.

5. REGULATIONS.—The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer, conversion and registration of certificates for shares of the capital stock of the corporation, not inconsistent with the laws of Nevada, the Articles of Incorporation of the corporation and these By-Laws.

6. CLOSING OF TRANSFER BOOKS.—The Board of Directors shall have power to close the stock transfer books of the corporation for a period not exceeding forty (40) days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or for a period of not exceeding forty (40) days in connection with obtaining the consent of stockholders for any purpose; provided, however, that in lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding forty (40) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive

payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

ARTICLE VI.

Dividends and Finance

1. DIVIDENDS may be declared by the Board of Directors and paid out of the net earnings of the corporation or from the surplus of its assets over its liabilities, including capital, as computed in accordance with the provisions of Section 1623 and Section 1624 of the Nevada General Corporation Law, subject to the conditions and limitations imposed by the Articles of Incorporation of the corporation.

2. BEFORE MAKING ANY DISTRIBUTION OF PROFITS there may be set aside out of the net profits of the corporation such sum or sums as the directors from time to time, in their absolute discretion, deem expedient as a reserve fund to meet contingencies, or for equalizing dividends, or for maintaining any property of the corporation, or for any other purpose, and any profits of any year not distributed as dividends shall be deemed to have been thus set apart until otherwise disposed of by the Board of Directors.

3. THE MONEYS of the corporation shall be deposited in the name of the corporation in such bank or banks or trust company or trust companies as the Board of Directors shall designate, and shall be drawn out only by check signed by persons designated by resolution by the Board of Directors.

4. THE FISCAL YEAR of the corporation shall begin on the first day of January in each year, unless otherwise provided by resolution of the Board of Directors.

ARTICLE VII.

Books and Records

1. THE BOOKS, ACCOUNTS AND RECORDS of the corporation, except as may be otherwise required by the laws of the State of Nevada, may be kept outside of the State of Nevada, at such place or places as the Board of Directors may from time to time appoint. There shall be kept at all times at

the principal office of the corporation in the State of Nevada the following records:

A certified copy of the Articles of Incorporation and all amendments; a certified copy of the By-Laws and all amendments; an original or a duplicate stock ledger, which shall be revised semi-annually, and which shall set forth the names of the stockholders of the corporation in alphabetical order, their places of residence if known, and the number of shares held by them respectively. The original or duplicate stock ledger shall be open daily, except Sunday and holidays, during at least two (2) business hours for inspection by any judgment creditor of the corporation or by any stockholder of the corporation. In lieu of maintaining such stock ledger or duplicate thereof at the principal office of this corporation in Nevada, there may be kept thereat a statement setting out the name of the custodian of such stock ledger or duplicate thereof and the present and complete post office address, with street and number, if any, where such stock ledger or duplicate thereof is kept.

The Board of Directors shall determine whether and to what extent the accounts and books of the corporation, or any of them, other than the stock ledger, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any account or book or document of the corporation, except as conferred by law or by resolution of the stockholders or directors.

ARTICLE VIII

Notices

1. WHENEVER THE PROVISIONS of the statute or these By-Laws require notice to be given to any director, officer or stockholder, they shall not be construed to mean personal notice; such notice may be given in writing by depositing the same in a post office or letter box, in a postpaid, sealed wrapper, addressed to such director, officer, or stockholder at his or her address as the same appears in the books of the corporation, and the time when the same shall be mailed shall be deemed to be the time of the giving of such notice.

2. A WAIVER of any notice, in writing, signed by a stockholder, director or officer, whether before or after the time stated in said waiver for holding a meeting, shall be deemed equivalent to a notice required to be given to any director, officer or stockholder.

ARTICLE IX.

Seal

1. THE CORPORATE SEAL of the corporation shall consist of two concentric circles, between which shall be the name of the corporation and the state of incorporation, and in the center shall be inscribed the year of its incorporation.

ARTICLE X.

Amendments

1. ALTERATIONS, AMENDMENTS OR REPEALS may be made by a majority of the stockholders entitled to vote at any regular or special meeting if the notice of such meeting contains a statement of the proposed alteration, amendment or repeal, or by the Board of Directors by a majority vote of the whole Board of Directors at any regular or special meeting, provided notice of such alteration, amendment or repeal has been given to each director in writing at least three (3) days prior to said meeting.

–  –  –  –  –  –

AMENDED BY-LAWS

(AS OF NOVEMBER 1, 1983)

OF

PARDEE CONSTRUCTION COMPANY OF NEVADA

(Incorporated under the Laws of Nevada)

ARTICLE I

OFFICES

Section 1. THE PRINCIPAL OFFICE shall be 11 Old Bank Building, 402 North Carson Street, in the City of Carson City, County of Ormsby, State of Nevada, and the name of the resident agent in charge thereof is The Prentice-Hall Corporation System, Nevada, Inc., 11 Old Bank Building, 402 North Carson Street, in the City of Carson City, County of Ormsby, State of Nevada.

Section 2. THE CORPORATION may also have offices at such other places within or without the State of Nevada as the Board of Directors may from time to time appoint, or the business of the corporation may require.

ARTICLE II

STOCKHOLDERS’ MEETINGS

Section 1. MEETINGS OF THE STOCKHOLDERS shall be held at the business office of the corporation in the City of Los Angeles, County of Los Angeles, State of California, or at such other place within or without the State of Nevada as shall be determined from time to time by the Board of Directors, and the place at which such meeting shall be held shall be stated in the notice and call of the meeting. A change in the place of meeting shall not be made within sixty (60) days next before the day on which an election of Directors is to be held and a notice of any change shall be given to each stockholder twenty (20) days before the election is to be held.

Section 2. AN ANNUAL MEETING of the stockholders of the corporation for the election of Directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held on the first Monday in February in each year, after 1969, at 2:00 o’clock p.m., if not a legal holiday, and if a legal holiday then on the day following. If an annual meeting of the stockholders be not held as herein prescribed, the election of Directors may be held at any meeting thereafter called pursuant to these By-Laws.

At all meetings of stockholders the voting may be viva voce, but any qualified voter may demand a stock vote, whereupon such stock vote shall be taken by ballot, each of which shall state the name of the stockholder voting and the number of shares voted by him; and, if such ballot be cast by a proxy, it shall also state the name of such proxy.

1.

At any meeting of the stockholders every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three (3) years prior to said meeting, unless said instrument provides for a longer period. Each stockholder shall have one vote for each share of stock having voter power, registered in his name on the books of the corporation, and except where the transfer books of the corporation shall have been closed or a date shall have been fixed as a record date for the determination of its stockholders entitled to vote, and no share of stock shall be voted on which shall have been transferred on the books of the corporation within twenty (20) days next preceding such election of Directors.

A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order and the number of voting shares held by each shall be prepared by the Secretary, who shall have charge of the stock ledger, and filed in the office where the election is to be held, at least ten (10) days before every election, and shall, during the usual hours for business, and during the whole time of said election, be open to the examination of any stockholder.

Section 3. ORDER OF BUSINESS. At the annual meeting of stockholders, the order of business shall be as follows:

1. Calling meeting to order

2. Proof of notice of meeting

3. Reading of minutes of last previous meeting

4. Reports of officers

5. Reports of committees

6. Election of Directors

7. Miscellaneous business

Section 4. ANNUAL MEETINGS AND SPECIAL MEETINGS of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President, or in his absence, by any Vice-President, or by a majority of the Board of Directors, and shall be called at any time by the President or any Vice-President or the Secretary or the Treasurer upon the request of stockholders owning twenty five percent (25%) of the outstanding stock of the corporation, entitled to vote at such meeting.

Section 5. BUSINESS TRANSACTED at all special meetings shall be confined to the objects stated in the call.

Section 6. NOTICE OF THE TIME AND PLACE of the annual meeting of stockholders shall be given by mailing written or printed notices of the same at least ten (10) days and not more than fifty (50) days prior to the meeting, and notice of the time and place of special meetings shall be given by written or printed notice of the same at least ten (10) days and not more than forty (40) days prior to the meeting with postage prepaid to each stockholder of

2.

record of the corporation entitled to vote at such meeting, and addressed to the stockholder’s last known post office address, the address appearing on the corporate books of the corporation. The Board of Directors may fix in advance a date not exceeding forty (40) days preceding the date of any meeting of stockholders, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting.

Section 7. A QUORUM at any annual or special meeting of stockholders shall consist of stockholders representing, either in person or by proxy, a majority of the outstanding capital stock of the corporation, entitled to vote at such meeting, except as otherwise specially provided by law or in the Articles of Incorporation.

If a quorum be not present at a properly called stockholders’ meeting, the meeting may be adjourned by those present and, if a notice of such adjourned meeting, sent to all stockholders entitled to vote thereat, contains the time and place of holding such adjourned meeting and a statement to the purpose of the meeting and that the previous meeting failed for lack of a quorum, and that, under the provisions of this section, it is proposed to hold the adjourned meeting with a quorum of those present, then at such adjourned meeting, except as may be otherwise required by law or provided in the Articles of Incorporation, any number of stockholders, entitled to vote thereat, represented in person or by proxy, shall constitute a quorum and the votes of a majority in interest of those present at such meeting shall be sufficient to transact business.

Section 8. TWO INSPECTORS of election shall be appointed by the Board of Directors before or at each meeting of the stockholders of the corporation at which an election of Directors shall take place; if no such appointment shall have been made or if the inspectors appointed by the Board of Directors refuse to act or fail to attend, then the appointment shall be made by the presiding officer at the meeting. The inspectors shall receive and take in charge all proxies and ballots and shall decide all questions touching upon the qualification of voters, the validity of proxies, and the acceptance and rejection of votes. In case of a tie vote by the inspectors on any question, the presiding officer shall decide.

Section 9. ANY ACTION WITHOUT A MEETING, except election of Directors, which may be taken at a meeting of the stockholders, may be taken without a meeting if authorized by a writing signed by all of the holders of shares who would be entitled to vote at a meeting for such purpose, and filed with the Secretary of the corporation.

Section 10. PROXIES may be given by every person entitled to vote or to execute consents. Every such person shall be entitled to vote either in person or by agent or agents authorized by written proxy executed by such person to his duly authorized agent and filed with the Secretary of the corporation; provided that no such proxy shall be valid after the expiration

3.

of six (6) months from the date of its execution, unless the stockholder executing it specifies therein the length of time for which such proxy is to continue in force, which in no case shall exceed seven (7) years from the date of its execution.

ARTICLE III

BOARD OF DIRECTORS

Section 1. THE MANAGEMENT of all the affairs, property and business of the corporation shall be vested in a Board of Directors, consisting of not less than three (3) nor more than seven (7) persons, all of full age and at least one (1) of whom shall be a citizen of the United States who shall be elected at the annual meeting of the stockholders by a plurality vote, for a term of one (1) year, and shall hold office until their successors are elected and qualify. Directors need not be stockholders.

In addition to the powers and authorities by these By-Laws and the Articles of Incorporation expressly conferred upon it, the Board of Directors may exercise all such powers of the corporation, and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

Section 2. THE NUMBER OF DIRECTORS shall be three (3) for the first board and may at any time be increased or decreased, but never to less than three (3) by vote or a majority of the stockholders entitled to vote, or by a majority of the then Directors, at any regular or special meeting thereof, if the notice of such meeting contains a statement of the proposed increase or decrease, and in case of any such increase, the stockholders at any annual or special meeting shall have power to change the number of Directors elected by the Directors and elect such additional Directors to hold office until the next annual meeting of the stockholders, and until their successors are elected and qualify.

Section 3. ALL VACANCIES in the Board of Directors, whether caused by resignation, death, or otherwise, may be filled by the remaining Director or a majority of the remaining Directors attending a stated or special meeting called for that purpose even though less than a quorum be present. A Director thus elected to fill any vacancy shall hold office for the unexpired term of his predecessor and until his successor is elected and qualifies.

Section 4. THE FIRST MEETING of each newly elected board, after organization of the corporation has been completed, shall be held at such time and place either within or without the State of Nevada immediately following the annual meeting of stockholders, or at such time and place as a majority of said newly elected Board of Directors shall determine, and no further notice of such meeting shall be necessary.

4.

Section 5. ANNUAL MEETINGS of the Board of Directors shall be held right after the annual meeting of the stockholders, without notice, at the principal office of the corporation or at such other place or places within or without the State of Nevada as the Board of Directors may from time to time designate.

Section 6. SPECIAL MEETINGS of the Board of Directors may be called at any time by the President or, in his absence, by any Vice-President, or by any two (2) Directors, to be held at the principal office of the corporation or at such other place or places within or without the State of Nevada as the Directors may from time to time designate.

Section 7. ANY ACTION OF A MAJORITY of the Board of Directors, although not at a regularly called meeting shall be as valid and effective in all respects as if such action had been passed upon by the Board in a regular meeting, provided that the record of such action shall be assented to in writing by all of the members of the Board of Directors not participating.

Section 8. NOTICE of all special meetings of the Board of Directors shall be given to each Director by one (1) day’s service of the same by telegram, by letter, or personally.

Section 9. A MAJORITY of the whole Board of Directors shall be necessary at all meetings to constitute a quorum for the transaction of business; but less than a quorum may adjourn any meeting, which may be held on a subsequent date without further notice provided a quorum be present at such deferred meeting.

Section 10. STANDING OR TEMPORARY COMMITTEES may be appointed from its own number by the Board of Directors from time to time and the Board of Directors may from time to time invest such committees with such powers as it may see fit, subject to such conditions as may be prescribed by such board. An Executive Committee may be appointed by resolution passed by a majority of the whole board; it shall have all the powers provided by statute except as specially limited by the board. All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the corporation, and shall report the same to the Board of Directors at its next meeting.

Section 11. NO STATED SALARY shall be paid Directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for the attendance at such regular or special meeting of such board; provided, that nothing herein contained shall be construed to preclude any Director from serving that corporation in any other capacity and receiving compensation for attending committee meetings.

5.

Section 12. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

(a) When a person is sued, either alone or with others, because he is or was a Director, officer, or employee of the corporation, in any proceeding (whether brought by the corporation, its receiver, its trustee, one or more of it’s shareholders or creditors, any governmental body, any public official, or any private person or corporation, domestic or foreign) arising out of his alleged misfeasance or non-feasance in the performance of his duties or out of any alleged wrongful act against the corporation or by the corporation, he shall be indemnified for his reasonable expenses, including attorneys’ fees incurred in the defense of the proceeding, if both of the following conditions exist:

(1) The person sued is successful in whole or in part, or the proceeding against him is settled with the approval of the court.

(2) The court finds that his conduct fairly and equitably merits such indemnity.

The amount of such indemnity may be assessed against the corporation, its receiver, or its trustee, by the court in the same or in a separate proceeding and shall be so much of the expenses, including attorneys’ fees incurred in the defense of the proceeding, as the court determines and finds to be reasonable. Application for such indemnity may be made either by a person sued or by the attorney or other person rendering services to him in connection with the defense, and the court may order fees and expenses to be paid directly to the attorney or other person, although he is not a party to the proceeding. Notice of the application for such indemnity shall be served upon the corporation, its receiver, or its trustee, and upon the plaintiff and other parties to the proceeding. The court may order notice to be given also to the shareholders in the manner provided elsewhere in these by-laws or giving notice of shareholders’ meetings, in such form as the court directs.

(b) Notwithstanding the provisions of Subdivision (a) of this Section 12, the Board of Directors may authorize the corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, a present or former Director, officer or employee of the corporation in an action brought by a third party against such person (whether or not the corporation is joined as a party defendent) to impose a liability or penalty on such person for an act alleged to have been committed by such person while a Director, officer or employee, or by the corporation, or by both; provided, the Board of Directors determines in good faith that such Director, officer or employee was acting in good faith that such Director, or officer or employee was acting in good faith within what he reasonably believed to be the scope of his employment or authority and for a purpose which he reasonably believed to be in the best interests of the corporation or its shareholders. Payments authorized hereunder include amount paid and expenses incurred in settling any such action

6.

or threatened action. This Subdivision (b) does not apply to any such action instituted or maintained in the right of the corporation by a shareholder or holder of a voting trust certificate representing shares of the corporation.

(c) The provisions of this Section 12 shall apply to the estate, executor, administrator, heirs, legatees or devisees of a Director, officer or employee, and the term “person” where used in the foregoing subdivisions of this section shall include the estate, executor, administrator, heirs, legatees or devisees of such person.

Section 13. REIMBURSEMENT. Any payments made to an officer of the corporation such as a salary, commission, bonus, interest, or rent or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the corporation to the full extent of such disallowance. It shall be the duty of the Directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer, subject to the determination of the Directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

ARTICLE IV

OFFICERS

Section 1. THE OFFICERS OF THE COMPANY shall be a President, one or more Vice-Presidents, a Secretary and a Treasurer, who shall be elected for one (1) year by the Directors at their first meeting, and henceforth at the annual meeting of the board, after the annual meeting of stockholders, and who shall hold office until their successors are elected and qualify. The Board of Directors or the President may also choose one or more Vice-Presidents, one or more Assistant Vice-Presidents, additional Assistant Secretaries and Assistant Treasurers. The President and any Vice-President exercising the functions of the President during his absence or disability must be a member of the Board of Directors. Any two offices, other than President and Secretary, may be held by the same person.

Section 2. THE PRESIDENT shall preside at all meetings of stockholders and Directors, shall have general supervision of the affairs of the corporation, shall sign or countersign all certificates, contracts and instruments of the corporation as authorized by the Board of Directors, shall make reports to the Board of Directors and stockholders and perform all such other duties as are incident to his office or are properly required of him by the Board of Directors.

Section 3. VICE-PRESIDENTS, during the absence or disability of the President and in the order designated by the Board of Directors, shall exercise all the functions of the President. Each Vice-President shall have such powers and discharge such duties as may be assigned to him from time to time by the Board of Directors.

Section 4. THE SECRETARY shall issue notices for all meetings, except that notice for special meetings of Directors called at the request of two (2) Directors, as provided in Section 6 of Article III of the By-Laws, may be issued by any such Director, shall keep minutes of all meetings, shall have charge of the seal of the corporation and the corporate books, and shall make such reports and perform such other duties as are incident to his office, or are properly required of him by the Board of Directors.

Section 5. ASSISTANT VICE-PRESIDENTS, during the absence or disability of the Vice-President and in the order designated by the Board of Directors, shall exercise all the functions of the Vice-President. Each Assistant Vice-President shall have such powers and discharge such duties as may be assigned to him from time to time by the Board of Directors.

Section 6. THE ASSISTANT SECRETARIES, in the order of their seniority, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary, and shall perform such other duties as the Board of Directors shall prescribe.

Section 7. THE TREASURER shall have the custody of all moneys and securities of the corporation and shall keep regular books of account. He shall disburse the funds of the corporation in payment of the just demands against the corporation or as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors from time to time as may be required of him, an account of all his transactions as Treasurer and of the financial condition of the corporation. He shall perform all duties incident to his office or that are properly required of him by the Board of Directors.

Section 8. THE ASSISTANT TREASURERS, in the order of their seniority, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer, and shall perform such other duties as the Board of Directors shall prescribe.

Section 9. IN THE CASE OF ABSENCE OR INABILITY to act of any officer of the corporation and of any person herein authorized to act in his place, the Board of Directors may from time to time delegate the powers or duties of such office to any other officer or any Director or other person who it may select.

Section 10. VACANCIES in any office arising from any cause may be filled by the Directors at any regular or special meeting or by the President.

Section 11. THE BOARD OF DIRECTORS OR THE PRESIDENT MAY APPOINT such other officers and agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors or by the President.

Section 12. THE SALARIES of all officers and agents of the corporation shall be fixed by the Board of Directors.

Section 13. THE OFFICERS OF THE CORPORATION shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors or by the President may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors, or by the President.

Section 14. THE BOARD OF DIRECTORS MAY, by resolution, require any and all of the officers to give bonds to the corporation, with sufficient surety or sureties, conditioned for the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Directors.

ARTICLE V

STOCK

Section 1. CERTIFICATES OF STOCK shall be issued in numerical order, and each stockholder shall be entitled to a certificate signed by the President or Vice-President and the Treasurer, or an Assistant Treasurer or the Secretary, or an Assistant Secretary, certifying to the number of shares owned by him.

If the stock certificate is signed by a transfer agent or an assistant transfer agent, or by a transfer clerk acting on behalf of the corporation, and a registrar, the signature of any of the officers signing such stock certificate may be a facsimile.

In case any officer who has signed, or whose facsimile signature has been used on a certificate, has ceased to be an officer before the certificate has been delivered, such certificate may nevertheless be adopted and issued and delivered by the corporation as though the officer who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be such officer of the corporation.

Section 2. TRANSFERS OF STOCK shall be made only upon the transfer books of the corporation, kept at the office of the corporation or respective transfer agents designated to transfer the several classes of stock, and before a new certificate is issued the old certificates shall be surrendered for cancellation. If transfer of stock of this corporation is restricted by the terms of the Articles of Incorporation of this corporation, such must be complied with before due transfer can be made.

Section 3. REGISTERED STOCKHOLDERS only shall be entitled to be treated by the corporation as the holders in fact of the stock standing in their respective names, and the corporation shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Nevada.

Section 4. IN CASE OF LOSS OR DESTRUCTION of any certificate of stock another may be issued in its place upon proof of such loss or destruction and upon the giving of a satisfactory bond of indemnity to the corporation and/or to a transfer agent and registrar of such stock, in such sun as the Board of Directors may provide.

Section 5. REGULATIONS. The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer, conversion and registration of certificates for shares of the capital stock of the corporation, not inconsistent with the laws of Nevada, the Articles of Incorporation and these By-Laws.

Section 6. CLOSING OF TRANSFER BOOKS. The Board of Directors shall have power to close the stock transfer books of the corporation for a period not exceeding forty (40) days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or for a period of not exceeding forty (40) days in connection with obtaining the consent of stockholders for any purpose; provided, however, that in lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding forty (40) days preceding the date of any meeting of stockholder, or the date for the payment of any dividend, or the date for the allotment of rights, or the date any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock or to give such consent, and in such case such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

ARTICLE VI

DIVIDENDS AND FINANCE

Section 1. DIVIDENDS may be declared by the Board of Directors and paid out of the earnings of the corporation or from the surplus of its assets over its liabilities, including capital, as computed in accordance with the provisions of Section 1623 and Section 1624 of the Nevada General Corporation Law, subject to the conditions and limitations imposed by the Articles of Incorporation of the corporation.

Section 2. BEFORE MAKING ANY DISTRIBUTION OF PROFITS there may be set aside out of the net profits of the corporation such sum or suns as the Directors from time to time, in their absolute discretion, deem expedient as a reserve fund to meet contingencies, or for equalizing dividends, or for maintaining any property of the corporation, or for any other purpose, and any profits of any year not distributed as dividends shall be deemed to have been thus set apart until otherwise disposed of by the Board of Directors.

Section 3. THE MONEYS of the corporation shall be deposited in the name of the corporation in such bank or banks or trust company or trust companies as the Board of Directors shall designate, and shall be drawn out only by check signed by persons designated by resolution by the Board of Directors.

Section 4. THE FISCAL YEAR of the corporation shall begin on the first day of January in each year, unless otherwise provided by resolution of the Board of Directors.

ARTICLE VII

BOOKS AND RECORDS

Section 1. THE BOOKS, ACCOUNTS, AND RECORDS of the corporation, except as may be otherwise required by the laws of the State of Nevada, may be kept outside of the State of Nevada, as such place or places as the Board of Directors may from time to time appoint. There shall be kept at all times at the principal office of the corporation in the State of Nevada the following records:

A certified copy of the articles of Incorporation and all amendments; a certified copy of the By-Laws and all amendments; an original or a duplicate stock ledger, which shall be revised semi-annually, and which shall set forth the names of the stockholders of the corporation in alphabetical order, their places of residence if known, and the number of shares held by them respectively. The original or duplicate stock ledger shall be open daily, except Sunday and holidays, during at least two (2) business hours for inspection by any judgment creditor of the corporation or by any stockholder of the corporation. In lieu of maintaining such stock ledger or duplicate thereof at the principal office of this corporation in Nevada, there may be kept thereat a statement setting out the name of the custodian of such stock ledger or thereof and the present and complete post office address, with street and number, if any, where such stock ledger or duplicate thereof is kept.

The Board of Directors shall determine whether and to what extent the accounts and books of the corporation, or any of them, other than the stock ledger, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any account or book or document of the corporation, except as conferred by law or by resolution of the stockholders or Directors.

ARTICLES VIII

NOTICES

Section 1. WHENEVER THE PROVISIONS of the statue or these By-Laws require notice to be given to any Director, officer or stockholder, they shall not be construed to mean personal notice; such notice may be given in writing by depositing the same in a post office or letter box, in a postpaid, sealed wrapper, addressed to such Director, officer, or stockholder at his or her address as the same appears in the books of the corporation, and the time when the same shall be mailed shall be deemed to be the time of the giving of such notice.

Section 2. A WAIVER of any notice, in writing, signed by a stockholder, Director or officer, whether before or after the time stated in said waiver for holding a meeting, shall be deemed equivalent to a notice required to be given to any Director, officer or stockholder.

ARTICLE IX

SEAL

Section 1. THE CORPORATE SEAL of the corporation shall consist of two concentric circles, between which shall be the name of the corporation and the date of incorporation, and in the center shall be inscribed the year of its incorporation.

ARTICLE X

AMENDMENTS

Section 1. ALTERATIONS, AMENDMENTS OR REPEALS may be made by a majority of the stockholders entitled to vote at any regular or special meeting if the notice of such meeting contains a statement of the proposed alteration, amendment or repeal, or by the Board of Directors by a majority vote of the whole Board of Directors at a regular or special meeting, provided notice of such alteration, amendment or repeal has been given to said Director in writing at least three (3) days prior to said meeting.

KNOW ALL MEN BY THESE PRESENTS:

That I, the duly elected and acting Secretary of PARDEE CONSTRUCTION COMPANY OF NEVADA, do hereby certify that the foregoing Amended By-Laws were adopted as the By-Laws of said corporation on the 1st day of November, 1983.

IN WITNESS WHEREOF, I have subscribed my name this 1st day of November, 1983.

/s/ Nathaniel A. Margolin

Nathaniel A. Margolin

Secretary

EX-3.24

Exhibit 3.24

RESTATED ARTICLES OF INCORPORATION

OF

THE QUADRANT CORPORATION

ARTICLE I

The name of this corporation shall be

THE QUADRANT CORPORATION

ARTICLE II

This corporation shall have perpetual existence.

ARTICLE III

The purposes for which this corporation is organized are any and all lawful purposes for which this corporation may lawfully be organized.

ARTICLE IV

The aggregate number of shares which the corporation shall have authority to issue is one thousand (1,000), each of which shall have a par value of six dollars and eighty cents ($6.80).

ARTICLE V

The amount of paid-in capital with which this corporation will begin business is $500.

- 1 -

ARTICLE VI

The shareholders shall have the power to adopt, alter, amend or repeal bylaws, and the Board of Directors shall have the same power except with respect to bylaws for which shareholder approval is required by law.

ARTICLE VII

The address of the registered office and the name of the registered agent are:

Don Folsom

The Quadrant Corporation

N.E. 8th at 112th

Bellevue, Washington 98004

ARTICLE VIII

The names and addresses of the directors are:

James W. Creighton, Jr.	Bellevue, Washington
Thomas H. McCracken	Seattle, Washington

EXECUTED at Bellevue, Washington, June 30, 1977.

/s/ Thomas H. McCracken

Thomas H. McCracken, President

The Quadrant Corporation

/s/ Alan P. Vandevert

Alan P. Vandevert, Secretary

The Quadrant Corporation

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THOMAS H. MCCRACKEN, being first duly sworn, on oath deposes and says:

1. That he is President of The Quadrant Corporation, a Washington corporation.

2. That he has been authorized by a resolution of the Board of Directors of said corporation, dated June 23, 1977, to execute Restated Articles of Incorporation under the provision of Chapter 23A.16, Revised Code of Washington.

3. That the Restated Articles of Incorporation as herein-above set forth do correctly set forth the text of the Articles of Incorporation of said corporation as amended and supplemented to the effective date hereof.

4. That the said Restated Articles of Incorporation supersede and take the place of the theretofore existing Articles of Incorporation and amendments thereto of said corporation.

/s/ Thomas H. McCracken

ALAN P. VANDEVERT, being first duly sworn, on oath deposes and says:

1. That he is the Secretary of The Quadrant Corporation, a Washington corporation.

2. That he has been authorized by a resolution of the Board of Directors of said corporation, dated June 23, 1977, to execute Restated Articles of Incorporation under the provision of Chapter 23A.16, Revised Code of Washington.

- 3 -

3. That the Restated Articles of Incorporation as herein-above set forth do correctly set forth the text of the Articles of Incorporation of said corporation as amended and supplemented to the effective date hereof.

4. That the said Restated Articles of Incorporation supersede and take the place of the theretofore existing Articles of Incorporation and amendments thereto of said corporation.

/s/ Alan P. Vandevert

STATE OF WASHINGTON	)
	)	ss.
COUNTY OF KING	)

I, Joyce E. Hubbard, a notary public, do hereby certify that on this 30^th day of June, 1977, personally appeared before me Thomas H. McCracken and Alan P. Vandevert, who, being by me first duly sworn, declared that they are the President and Secretary, respectively, of The Quadrant Corporation, that they signed the foregoing document as officers of the corporation, and that the statements therein contained are true.

/s/ Joyce E. Hubbard

Notary Public in and for the State of Washington, residing at Tacoma.

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EX-3.25

Exhibit 3.25

BYLAWS

OF

THE QUADRANT CORPORATION

(as amended to May 2, 2011)

ARTICLE I

SHAREHOLDERS’ MEETINGS

1. The annual meeting of shareholders shall be held at 4:30 p.m. on the first Friday in December at the registered office of the corporation, or at such other time or place within or without the State of Washington as may be designated by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.

2. Special meetings of shareholders shall be held at such time and place as shall be stated in the notice of the special meeting for such purpose or purposes as may be stated in the notice of said meeting. Special meetings may be called by the President or by the Board of Directors.

ARTICLE II

DIRECTORS

1. Subject to the provisions of applicable law the business of this corporation shall be managed by a Board of one or more directors, as the Board shall from time to time determine, each of whom shall hold office until the next annual shareholders’ meeting, or until his successor shall have been elected.

2. The annual meeting of the Board of Directors shall be held immediately following the adjournment of the annual meeting of shareholders at the registered office of the corporation or at such other place as may have been designated for the holding of the annual meeting of shareholders pursuant to Article I hereof. The Board of Directors may provide by resolution the time and place, either within or without the State of Washington, for the holding of additional regular meetings.

3. Special meetings of the Board of Directors may be held at such times and places, within or without the State of Washington, upon the written or telegraphic call of either the President, the Chairman of the Board, or three or more Directors.

4. Each Director shall be given not less than two (2) days’ notice of any Directors’ meeting, except that no notice shall be required of (i) a meeting held at a time and place fixed by the bylaws or by resolution of the Board, or (ii) a meeting at which the entire Board is present, or (iii) the reconvention of a meeting pursuant to adjournment.

ARTICLE III

OFFICERS

1. The officers of this corporation shall be a President, a Secretary, a Treasurer, a Controller, a General Counsel and such other officers as the Board of Directors may from time to time elect, including, without limitation, Vice Presidents and classes thereof; and such assistant officers) including one or more Assistant Secretaries, Treasurers or Controllers, as the President may from time to time appoint.

2. At its annual meeting, the Board of Directors shall elect such of the officers as it is required or determines to elect, and each such officer shall hold office until his successor shall have been duly elected and qualified or until his death, resignation, retirement or removal from office. A vacancy in any such office may be filled for the unexpired portion of the term at any meeting of the Board of Directors.

3. Any Director or officer may resign his office at any time. Such resignation shall be made in writing and delivered to and filed with the Secretary, except that a resignation of the Secretary shall be delivered to and filed with the President Resignations so made shall be effective, if by a Director, upon its acceptance by the Board, and if by an officer other than a Director, upon its receipt by the Secretary, or by the President, as the case may be, unless some other time be fixed in the resignation, and then from the date so fixed.

The Board of Directors or the President may appoint and remove at will such agents and committees as the business of the corporation shall require, each of whom shall exercise such powers and perform such duties as may from time to time be prescribed or assigned by the Board of Directors, the President or by provisions of these bylaws.

ARTICLE IV

POWERS AND DUTIES OF OFFICERS

1. The President shall be the chief executive officer of the corporation and shall be vested with general authority and control of its affairs, and over the officers, agents and employees of the corporation, subject to the Board of Directors. He shall perform all the duties devolving upon him by law as President and chief executive officer of the corporation, and shall perform such other duties and services, not inconsistent with law or these bylaws, as pertain to this office, or as are required by the Board of Directors.

2. (a) Vice Presidents shall have and exercise such powers and discharge such duties as may from time to time be conferred upon and delegated to them respectively, by the President, or by these bylaws, or by the Board of Directors.

(b) In the absence of the President any Vice President shall be vested with all the powers required to perform all the duties of said officer during his absence or inability to act.

3. (a) The Treasurer shall attend to the collection, receipt and disbursement of all monies belonging to the corporation. He shall have authority to endorse, on behalf of the corporation, all checks, notes, drafts, warrants and orders, and he shall have custody over all securities of the corporation. He shall have such additional powers and such other duties as he may from time to time be assigned or directed to perform by these bylaws, or by the Board of - Directors, or by the President.

(b) The Assistant Treasurers, in the order of their seniority, shall have all of the powers and shall perform the duties of the Treasurer in case of the absence of the Treasurer or his inability to act, and shall have such other powers and duties as they may from time to time be assigned or directed to perform.

4. (a) The Secretary shall have the care and custody of the corporate and stock books and the corporate seal of the corporation. He shall attend all meetings of the shareholders, and, when possible, all meetings of the Board of Directors and of the Executive Committee, and shall record all votes and minutes of all proceedings in books kept for that purpose. He shall sign such instruments in behalf of the corporation as he may be authorized by the Board of Directors or by law to do, and shall countersign, attest and affix the corporate seal to all certificates and instruments where such countersigning or such sealing and attestation are necessary to the true and proper execution thereof. He shall see that proper notice is given of all meetings of the shareholders of which notice is required to be given, and shall have such powers and duties as he may from time to time be assigned or directed to perform by these bylaws, or by the Board of Directors, or by the President.

(b) The Assistant Secretaries, in the order of their seniority, shall have all of the powers and shall perform the duties of the secretary in case of the absence of the Secretary or his inability to act, and shall have such other powers and duties as they may from time to time be assigned or directed to perform.

5. The General Counsel shall act as legal advisor to the corporation, and shall have general supervision of all legal matters of the corporation.

6. (a) The Controller shall be the chief accounting officer of the corporation with authority over and custody of the financial and property books and records of the corporation; and shall have such additional powers and duties as he may from time to time be assigned or directed to perform by these bylaws, or by the Board of Directors, or by the President.

(b) The Assistant Controllers, in the order of their seniority, shall have all of the powers and shall perform the duties of the Controller in case of the absence of the Controller or his inability to act, and shall have such other powers and duties as they may from time to time be assigned or directed to perform.

ARTICLE V

FISCAL YEAR

The fiscal year of this corporation shall be the period beginning with the opening of business on January 1 and ending with the close of business on December 31 of each year.

EX-3.26

Exhibit 3.26

  ARTICLES OF INCORPORATION   OF   TRENDMAKER HOMES, INC.

We, the undersigned natural persons of the age of twenty-one years or more, at least two of whom are citizens of the State of Texas, acting as Incorporators of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation.

ARTICLE I

The name of the corporation is TRENDMAKER HOMES, INC.

ARTICLE II

The period of its duration is perpetual.

ARTICLE III

The purpose or purposes for which the corporation is organized are:

To take, lease, purchase, or otherwise acquire and to own, use, hold, sell, manage, convey, exchange, lease, mortgage, work, improve, develop and otherwise handle, deal in and dispose of, real property and interests or rights therein, as principal, agent or broker; subject, in Texas, to the provisions of Part Four of the Texas Miscellaneous Corporation Laws Act;

To act as nominee and to acquire, hold, invest in and deal in, and to sell, convey, transfer, exchange, pledge, mortgage or otherwise dispose of, as nominee or agent for others, property of every class and description;

To acquire by purchase, lease, manufacture or otherwise, and utilize in any way any personal property deemed necessary or useful in the equipment, furnishing, improvement, development, or management of any property, real or personal, at any time owned, held or acquired by the corporation and to invest, trade and deal in any personal property deemed beneficial to the corporation and to encumber or dispose of any personal property or real property at any time owned or held by the corporation, as far as may be permitted by the laws of the State of Texas;

3870044

To build, erect or otherwise construct improvements of any type, architecture, style, size or construction upon real property, including, without limitation, single family residences, apartments, townhouses, duplexes or condominiums, and all facilities or improvements appurtenant or relating thereto, including, without limitation, laundries, washaterias, parks, playgrounds and other recreational facilities, streets, driveways, sidewalks, water, drainage and sanitary sewage facilities and to execute any legal instruments required for the dedication of any of such to the public, to municipal utility districts or to conservation and reclamation districts or to any other governmental agency deemed appropriate by the corporation.

To enter into any associations, partnerships, joint ventures and other lawful arrangements for sharing profits, union of interest, reciprocal concessions, or co-operation, with any corporation, partnership, association, firm, syndicate, entity, person or governmental, municipal or public authority, domestic or foreign, in the carrying on of any business which the corporation is hereby authorized to carry on or any business or transaction deemed necessary, convenient or incidental to carrying out any of the purposes of the corporation;

To draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or transferable instruments and evidences of indebtedness whether secured by mortgage or otherwise, as well as to secure the same by mortgage or otherwise, so far as may be permitted by the laws of the State of Texas;

To make, enter into, perform and carry out contracts of every kind and description, with any person, firm, association, corporation, government, state, municipality or other governmental agency or political subdivision thereof, as principal, agent, nominee or otherwise;

To organize or cause to be organized under the laws of the State of Texas, or of any other state of the United States of America, or of the District of Columbia, or of any territory, dependency, colony or possession of the United States of America, or of any foreign country, a corporation or corporations for the purpose of transacting, promoting or carrying on any or all of the objects or purposes for which the corporation is organized, and to dissolve, wind up, liquidate, merge or consolidate any such corporation or corporations or to cause the same to be dissolved, wound up, liquidated, merged or consolidated; and

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In general, to carry out any other business in connection with the foregoing and to have and exercise all the powers conferred by the laws of Texas upon corporations formed under the Texas Business Corporation Act, and to do any and all of the things hereinbefore set forth to the same extent as a natural person might or could do.

ARTICLE IV

The aggregate number of shares which the corporation shall have authority to issue is twenty-five thousand (25,000) of the par value of Ten Dollars ($10.00) per share.

ARTICLE V

Shareholders shall have no preemptive rights to acquire any shares or securities of any class, whether now or hereafter authorized, which may at any time be issued, sold or offered for sale by the corporation. Such limitation shall be set forth on each stock certificate. Cumulative voting by shareholders is expressly prohibited.

ARTICLE VI

The corporation will not commence business until there is received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000.00), consisting of money, labor done or property actually received.

ARTICLE VII

The post office address of its initial registered office is 2213 First City National Bank Building, Houston, Texas, and the name of its initial registered agent at such address is Jack R. Sowell.

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ARTICLE VIII

The number of directors constituting the initial Board of Directors is three (3), and the names and addresses of the persons who are to serve as Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

James R. Wood	14327 Bramblewood Chesterfield, Missouri 63017
Eleanor M. Wood	14327 Bramblewood Chesterfield, Missouri 63017
Sylvia G. Mayer	141 Green Trails St. Louis, Missouri

ARTICLE IX

The names and addresses of the Incorporators are:

Jack R. Sowell	3449 Overbrook Lane Houston, Texas
Philip B. Smith, Jr.	3802 High Pines Houston, Texas 77040
Robert F. Barrett	510 Nottingham Oaks Houston, Texas 77024

ARTICLE X

Except as may be otherwise provided in the Bylaws, the Board of Directors of this corporation is expressly authorized to alter, amend, or repeal the Bylaws or adopt new Bylaws of this corporation, without any action on the part of the shareholders; but the Bylaws made by the Directors and the powers so conferred may be altered or repealed by the shareholders.

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IN WITNESS WHEREOF, we have hereunto set our hands this 12^th day of October, 1971.

/s/ JACK R. SOWELL

JACK R. SOWELL

/s/ PHILIP W. SMITH, JR.

PHILIP E. SMITH, JR.

/s/ ROBERT F. BARRETT

ROBERT F. BARRETT

THE STATE OF TEXAS	§
COUNTY OF HARRIS	§

I, CAROLINE R. AMMONS, a Notary Public do hereby certify that on this 12^th day of October, 1971, personally appeared before me JACK R. SOWELL, PHILIP B. SMITH, JR. and ROBERT F. BARRETT, who being by me first duly sworn declared that they are the persons who signed the foregoing document as incorporators and that the statements therein contained are true.

/s/ Caroline R. Ammons

Notary Public in and for Harris County, Texas

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ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF TRENDMAKER HOMES, INC.  

Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

ARTICLE I

The name of the corporation is:

TRENDMAKER HOMES, INC.

ARTICLE II

The following amendment to the Articles of Incorporation was adopted by the directors and shareholders of the corporation on October 20, 1982.

Article I of the Articles of Incorporation is hereby amended to read as follows:

“The name of the Corporation is

TRENDMAKER, INC.”

ARTICLE III

The number shares of the corporation outstanding at the time of such adoption was 25,000; and the number of shares entitled to vote thereon was 25,000.

ARTICLE IV

The holders of all of the shares outstanding and entitled to vote on said amendment have signed consent in writing adopting said amendment.

DATED this 28th day of October, 1982.

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	TRENDMAKER HOMES, INC.
BY:	/s/ Alfred H. Mayer
	Alfred H. Mayer, President
BY:	/s/ Lucille Peverley
	Lucille Peverley, Asst. Secretary

THE STATE OF TEXAS

COUNTY OF HARRIS

I, Jeanette O. King, a Notary Public, do hereby certify that on this 28th day of October, 1982, personally appeared before me, Alfred H. Mayer, who declared he is President of the corporation executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

Jeanette O. King

Notary Public in and for the State of Texas

My Commission Expires:

June 14, 1985

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ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF TRENDMAKER, INC.

Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation.

ARTICLE I.

The name of the corporation is TRENDMAKER, INC.

ARTICLE II.

The following amendment to the Articles of Incorporation was adopted by the directors and shareholders of the corporation on March 10, 1995.

Article I of the Articles of Incorporation is hereby amended to read as follows:

“The name of the corporation is TMI, INC.”

ARTICLE III.

The number of shares of the corporation outstanding at the time of such adoption was 25,000; and the number of shares entitled to vote thereon was 25,000.

ARTICLE IV.

The holders of all of the shares outstanding and entitled to vote on said amendment have signed a consent in writing adopting said amendment.

DATED this 10 day of March, 1995.

TRENDMAKER, INC.
By:	/s/ Samuel C. Hathorn
Name:	Samuel C. Hathorn
Title:	President

Form 404 (revised 9/05)	Articles of Amendment Pursuant to Article 4.04, Texas Business Corporation Act	This space reserved for office use.
Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512/463-5709 Filing Fee: $150

Article 1 –Name

The name of the corporation is as set forth below:

TMI, Inc.

State the name of the entity as it is currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name in Article 1.

The filing number issued to the corporation by the secretary of state is: 29716600

Article 2—Amended Name

(If the purpose of the articles of amendment is to change the name of the corporation, then use the following statement)

The amendment changes the articles of incorporation to change the article that names the corporation. The article in the Articles of Incorporation is amended to read as follows:

The name of the corporation is (state the new name of the corporation below)

Trendmaker Homes, Inc.

The name of the entity must contain an organizational designation or accepted abbreviation of such term. The name must not be the same as, deceptively similar to, or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for “name availability” is recommended.

Article 3 –Amendment to Registered Agent/Registered Office

The amendment changes the articles of incorporation to change the article stating the registered agent and the registered office address of the corporation. The article is amended to read as follows:

Registered Agent of the Corporation

(Complete either A or B, but not both. Also complete C.)

¨ A. The registered agent is an organization (cannot be corporation named above) by the name of:

OR

¨ B. The registered agent is an individual resident of the state whose name is set forth below.

First Name MI Last Name Suffix

Registered Office of the Corporation (Cannot be a P.O. Box.)

C. The business address of the registered agent and the registered office address is:

Street Address	City	State	Zip Code
		TX

Form 404   TX008 • 09/12/2005 C T System Online

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Article 4 – Other Altered, Added, or Deleted Provisions

Other changes or additions to the articles of incorporation may be made in the space provided below. If the space provided is insufficient to meet your needs, you may incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area (The attached addendum, if any, is incorporated herein by reference.)

Article 5—Statement of Approval

The amendments to the articles of incorporation have been approved in the manner required by the Texas Business Corporation Act and by the constituent documents of the corporation.

Effectiveness of Filing

A. ¨ This document will become effective when the document is filed by the secretary of state.

OR

B. x This document will become effective at a later date, which is not more than ninety (90) days from the date of its filing by the secretary of state. The delayed effective date is January 1, 2007

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a false or fraudulent document.

12-6-2006
Date
	Signature of Authorized Officer

Form 404

TX008 - 09/12/2005 C T System Online

5

EX-3.27

Exhibit 3.27

BYLAWS

TRENDMAKER HOMES, INC.

(as amended through November 7, 2011)

ARTICLE I

SHAREHOLDERS’ MEETING

1. The annual meeting of shareholders at which directors are elected shall be held on the first Monday in November at the registered office of the corporation, or at such other time or place within or without the State of Texas as may be designated by the Board of Directors.

2. Special meetings of the shareholders may be called by the Board of Directors, the Chairman, the President or any Vice President.

ARTICLE II

DIRECTORS

1. The business of this corporation shall be managed by a board of three (3) Directors, each of whom shall be elected at the annual meeting of shareholders and shall hold office until the next annual shareholders’ meeting or until his successor shall have been elected.

2. The annual meeting of the Board of Directors shall be held on the first Monday in November of each year, immediately following the adjournment of the annual meeting of shareholders at the office of the corporation, or at such other place as may have been designated for the holding of the annual meeting of shareholders pursuant to Article I hereof. The Board of Directors may provide by resolution the time and place, either within or without the State of Texas for the holding of additional regular meetings.

3. Special meetings of the Board of Directors may be held at such times and places, within or without the State of Texas upon the written or telegraphic call of either the President, or two or more other Directors.

4. Each Director shall be given not less than two (2) days’ notice of any Directors’ meeting, except that no notice shall be required of (i) a meeting held at a time and place fixed by these bylaws or by resolution of the Board, or (ii) a meeting at which the entire Board is present, or (iii) the reconvention of a meeting pursuant to adjournment to a specified time and place.

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ARTICLE III

OFFICERS

1. The officers of this corporation shall be: a President; such Vice Presidents as the Board of Directors may from time to time determine; a Secretary; a Treasurer; a General Counsel; and such additional officers, including one or more Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time determine.

2. The officers of the corporation shall be elected annually by the Board of Directors at its annual meeting, and each officer shall hold office until his successor shall have been duly elected and qualify, or until his death, resignation, retirement or removal by the Board of Directors. A vacancy in any office may be filled for the unexpired portion of the term at any meeting of the Board of Directors.

3. Any Director or officer may resign his office at any time. Such resignation shall be made in writing and delivered to and filed with the Secretary, except that a resignation of the Secretary shall be delivered to and filed with the President. Resignations so made shall be effective, if by a Director, upon acceptance by the Board, and if by an officer other than a Director, upon receipt by the Secretary or by the President, as the case may be, unless some other time be fixed in the resignation, and then from the date so fixed.

4. The Board of Directors may appoint and remove at will such agents and committees as the business of the corporation shall require, each of whom shall exercise such powers and perform such duties as may from time to time be prescribed or assigned by the President, the Board of Directors, or by other provisions of these Bylaws.

ARTICLE IV

POWERS AND DUTIES OF OFFICERS

The officers of this Corporation shall have all of the powers characteristic of their respective offices and all other powers which may from time to time be delegated to them by the Board of Directors.

ARTICLE V

FISCAL YEAR

The fiscal year of this corporation shall be the period beginning with the opening of business on January 1 and ending with the close of business on December 31 of each year.

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ARTICLE VI

CORPORATE SEAL

The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Texas.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE VII

CONTROL OVER BYLAWS

The Board of Directors may amend or repeal these Bylaws unless the articles of incorporation or the Business Corporation Act reserve this power exclusively to the shareholder in whole or in part, or the shareholders in amending or repealing a particular Bylaw provide expressly that the Board of Directors may not amend or repeal that Bylaw. The shareholders may amend or repeal these Bylaws, or adopt new Bylaws, even though the Bylaws may also be amended or repealed, or new Bylaws may also be adopted, by the Board of Directors.

3

EX-3.28

Exhibit 3.28

THE PRENTICE-HALL CORPORATION SYSTEM, INC.

229 SOUTH STATE STREET

DOVER, KENT COUNTY, DELAWARE

19901

BOOK M VOL 62 PAGE 39

CERTIFICATE OF INCORPORATION

OF

HERITAGE HOMES INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST: The name of the corporation (hereinafter called the corporation”) is

HERITAGE HOMES INC.

SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 229 South State Street, City of Dover, County of Kent; and the name of the registered agent of the corporation in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000). The par value of each of such shares is One Dollar ($1.00). All such shares are of one class and are shares of Common Stock.

FIFTH: The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
R. G. Dickerson	229 South State Street, Dover, Delaware

SIXTH: The corporation is to have perpetual existence.

BOOK M VOL 62 PAGE 40

SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-Laws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have it there were no vacancies. No election of directors need be by written ballot.

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BOOK M VOL 62 PAGE 41

2. After the original or other By-Laws of the corporation have been adopted, fended, or repealed, as the case may be, in accordance with the provisions of section 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the By-Laws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial By-Law or in a By-Law adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

3. Whenever the corporation shall be authorised to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (c)(2) of section 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH: The corporation shall, to the fullest extent permitted by Section 14 5 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of

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BOOK M VOL 62 PAGE 42

stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

TENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorised by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article TENTH.

Signed on March 15, 1979.

/s/    R. G. Dickerson        

R. G. Dickerson

Incorporator

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THE PRENTICE-HALL CORPORATION SYSTEM, INC.

229 SOUTH STATE STREET

DOVER, KENT COUNTY, DELAWARE

19901

CERTIFICATE OF AMENDMENT OF CERTIFICATE

OF INCORPORATION BEFORE PAYMENT OF

ANY PART OF THE CAPITAL

OF

HERITAGE HOMES INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is

HERITAGE HOMES INC.

2. The corporation has not received any payment for any of its stock.

3. The certificate of incorporation of the corporation is hereby amended by striking out Article FIRST thereof and by substituting in lieu of said Article the following new Article:

“FIRST: The name of the corporation (hereinafter called the “corporation”) is

WINCHESTER HOMES INC.”

4. The amendment of the certificate of incorporation of the corporation herein certified was duly adopted, pursuant to the provisions of Section 241 of the General Corporation Law of the State of Delaware, by the sole incorporator, no directors having been named in the certificate of incorporation and no directors having been elected.

Signed on March 22, 1979.

/s/ R. G. Dickerson

R. G. Dickerson, sole incorporator

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 02/01/2002

020070706 – 0869143

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

WINCHESTER HOMES INC. a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

Resolved, that the registered office of WINCHESTER HOMES INC. in the state of Delaware be and it hereby is changed to Corporation Trust Center 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, WINCHESTER HOMES INC. has caused this statement to be signed by VICKI MERRICK, its ASSISTANT SECRETARY, this 18 day of January, 2002

/s/ VICKI MERRICK

VICKI MERRICK, ASST. SECRETARY

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:28 PM 12/03/2007

FILED 06:14 PM 12/03/2007

SRV 071278598 – 0869143 FILE

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is WINCHESTER HOMES INC.

2. The registered office of the Corporation within the State of Delaware is hereby changed to 160 Green tree Drive, Suite 101, City of Dover 19904, County of Kent.

3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Bound of Directors.

Signed on November 10, 2007

/s/ JACK CASKEY

JACK CASKEY, VICE PRESIDENT

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:09 PM 02/26/2014

FILED 01:23 PM 02/26/2014

SRV 140244528 – 0869143 FILE

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1. The name of the corporation is WINCHESTER HOMES INC..

2. The Registered Office of the corporation in the State of Delaware is changed to 2711 Centerville Road, Suite 400 (street), in the City of Wilmington, DE, County of New Castle Zip Code 19808. The name of the Registered Agent at such address upon whom process against this Corporation may be served is Corporation Service Company.

3. The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:	/s/ Dona Priebe
	Authorized Officer
Name:	Dona Priebe, Vice President
	Print or Type

EX-3.29

Exhibit 3.29

BY - LAWS

OF

HERITAGE HOMES INC.

(A Delaware Corporation)

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation certifying the number of shares owned by him in the corporation. Any and all signatures on any such certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of any lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any

claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate.

2. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be required to, issue fractions of a share. If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered or bearer form which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

3. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

4. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of

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such meeting, nor more than sixty days prior to any other action. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate Or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation.

6. STOCKHOLDER MEETINGS.

- TIME. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation,

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and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.

- PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware.

- CALL. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

- NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given, stating the place, date, and hour of. the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall, (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law. Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of a stockholder at a meeting of

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stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

- STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.

- CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

- PROXY REPRESENTATION. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or

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by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

- INSPECTORS. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

- QUORUM. The holders of a majority of the outstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum.

- VOTING. Each share of stock shall entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall elect. Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise

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prescribed by the provisions of the certificate of incorporation and these By-Laws. In the election of directors, and for any other action, voting need not be by ballot.

7. STOCKHOLDER ACTION WITHOUT MEETINGS. Any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

DIRECTORS

1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The Board of Directors shall have the authority to fix the compensation of the members thereof. The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there were no vacancies.

2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The initial Board of Directors shall consist of three persons. Thereafter the number of directors constituting the whole board shall be at least one. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the stockholders or of the directors, or, if the number is not fixed, the number shall be three. The number of directors may be increased or decreased by action of the stockholders or of the directors.

3. ELECTION AND TERM. The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at any annual

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meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

4. MEETINGS.

- TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

- PLACE. Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

- CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

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- QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these By-Laws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

- CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

6. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of

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any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.

7. WRITTEN ACTION. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

OFFICERS

The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director. Any number of offices may be held by the same person, as the directors may determine, except that no person may hold the offices of President and Secretary simultaneously.

Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.

All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings

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and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him. Any officer may be removed, with or without cause, by the Board of Directors. Any vacancy in any office may be filled by the Board of Directors.

ARTICLE IV

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE V

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VI

CONTROL OVER BY-LAWS

Subject to the provisions of the certificate of incorporation and the provisions of the General Corporation Law, the power to amend, alter or repeal these By-Laws and to adopt new By-Laws may be exercised by the Board of Directors or by the stockholders.

I HEREBY CERTIFY that the foregoing is a full, true and correct copy of the By-Laws of HERITAGE HOMES INC., a Delaware corporation, as in effect on the date hereof.

WITNESS my hand and the seal of the corporation.

Dated: March 15, 1979

Secretary of HERITAGE HOMES INC.

(SEAL)

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EX-5.1

Exhibit 5.1

[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]

May 15, 2015

Client: 93000-00008

TRI Pointe Homes, Inc.

19540 Jamboree Road

Suite 300

Irvine, California 92612

Re: TRI Pointe Homes, Inc. Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to TRI Pointe Homes, Inc., a Delaware corporation (the “Company”), and certain of its subsidiaries and affiliates listed on Annex A hereto (the “Guarantors”) in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), and the prospectus included therein in connection with the offering by the Company of (i) up to $450,000,000 aggregate principal amount of the Company’s 4.375% Senior Notes due 2019 (the “New 2019 Notes”), and the related guarantees, in exchange for a like principal amount of the Company’s outstanding 4.375% Senior Notes due 2019 (the “Outstanding 2019 Notes”), and the related guarantees; and (ii) up to $450,000,000 aggregate principal amount of the Company’s 5.875% Senior Notes due 2024 (the “New 2024 Notes” and, together with the New 2019 Notes, the “New Notes”), and the related guarantees, in exchange for a like principal amount of the Company’s outstanding 5.875% Senior Notes due 2019 (the “Outstanding 2024 Notes” and, together with the Outstanding 2019 Notes, the “Outstanding Notes”), and the related guarantees.

The New 2019 Notes are to be issued pursuant to the Indenture, dated as of June 13, 2014, among the Company, the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of July 7, 2014, as further supplemented by the Second Supplemental Indenture, dated as of July 7, 2014 (as supplemented, the “2019 Indenture”), and will be guaranteed pursuant to the terms of the 2019 Indenture and the notation endorsed on the New 2019 Notes by the Guarantors (the “2019 Note Guarantees”). The New 2024 Notes are to be issued pursuant to the Indenture, dated as of June 13, 2014, among the Company, the Guarantors party thereto and the Trustee, as supplemented by the First Supplemental Indenture, dated as of July 7, 2014, as further supplemented by the Second Supplemental Indenture, dated as of July 7, 2014 (as supplemented, the “2024 Indenture” and, together with the 2019 Indenture, the “Indentures”), and will be guaranteed pursuant to the terms of the 2024 Indenture and the notation endorsed on the New 2024 Notes by the Guarantors (the “2024 Note Guarantees” and, together with the 2019 Note Guarantees, the “Guarantees”).

In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals,

TRI Pointe Homes, Inc.

May 15, 2015

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of the Indentures, the Outstanding Notes and the Guarantees related thereto and the forms of the New Notes and the Guarantees related thereto, and such other documents, corporate records, certificates of officers of the Company and the Guarantors and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company, the Guarantors and others.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that, when the New Notes and the Guarantees related thereto are executed and authenticated in accordance with the provisions of the Indentures and issued and delivered in exchange for the applicable series of Outstanding Notes and the Guarantees related thereto in the manner described in the Registration Statement, the New Notes will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, and the Guarantees of the New Notes will constitute legal, valid and binding obligations of the Guarantors obligated thereon, enforceable against such Guarantors in accordance with their respective terms.

The opinion expressed above is subject to the following additional exceptions, qualifications, limitations and assumptions:

A. We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York, the United States of America and, to the extent relevant for our opinion herein, the California Corporations Code and the Delaware General Corporation Law. We are not admitted to practice in the State of Delaware; however, we are generally familiar with the Delaware General Corporation Law as currently in effect and have made such inquiries as we consider necessary to render the opinion above. Without limitation, we do not express any opinion regarding any Delaware contract law. This opinion is limited to the effect of the current state of the laws of the State of New York, the United States of America and, to the limited extent set forth above, the laws of the State of California and the State of Delaware and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

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May 15, 2015

Page 3

B. We render no opinion herein as to matters involving the laws of the states of Washington, Arizona, Nevada and Texas. Therefore, with the Company’s consent and at its request, we have relied upon the legal opinions of Fikso Kretschmer Smith Dixon Orsmeth PS, Titus Brueckner & Levine PLC, McDonald Carano Wilson LLP and Chapoton Sanders Scarborough, each filed as an exhibit to the Registration Statement, with respect to matters governed by the laws of Washington, Arizona, Nevada and Texas, respectively, that are material to our legal opinion and are assuming the accuracy of such opinions without independent verification.

C. We render no opinion herein as to matters involving the Delaware Revised Uniform Limited Partnership Act or any Delaware contract law. Therefore, with the Company’s consent and at its request, we have relied upon the legal opinion of Young Conaway Stargatt & Taylor, LLP, filed as an exhibit to the Registration Statement, with respect to matters governed by the Delaware Revised Uniform Limited Partnership Act or any Delaware contract law that are material to our legal opinion and are assuming the accuracy of such opinion without independent investigation.

D. The opinions above are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.

E. We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws or of unknown future rights; (ii) any waiver (whether or not stated as such) under the Indentures, the Guarantees or the certificates evidencing the global New Notes or Outstanding Notes (collectively, the “Specified Note Documents”) of, or any consent thereunder relating to, unknown future rights or the rights of any party thereto existing, or duties owing to it, as a matter of law; (iii) any waiver (whether or not stated as such) contained in the Specified Note Documents of rights of any party, or duties owing to it, that is broadly or vaguely stated or does not describe the right or duty purportedly waived with reasonable specificity; (iv) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws or due to the negligence or willful misconduct of the indemnified party; (v) any purported fraudulent transfer “savings” clause; (vi) any waiver of the right to jury trial or (vii) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other right or remedy or that the election of some particular remedy does not preclude recourse to one or more others.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

ANNEX A

Guarantors

Guarantor	State of Formation
TRI Pointe Communities, Inc.	Delaware
TRI Pointe Contractors, LP	Delaware
Pardee Homes	California
Winchester Homes Inc.	Delaware
TRI Pointe Holdings, Inc.	Washington
Maracay 91, L.L.C.	Arizona
Maracay Homes, L.L.C.	Arizona
Maracay Bridges, LLC	Arizona
Maracay VR, LLC	Arizona
Maracay Thunderbird, L.L.C.	Arizona
Pardee Homes of Nevada	Nevada
The Quadrant Corporation	Washington
Trendmaker Homes, Inc.	Texas

EX-5.2

Exhibit 5.2

[LETTERHEAD OF CHAPOTON SANDERS SCARBOROUGH, LLP]

May 15, 2015

TRI Pointe Homes, Inc.

19540 Jamboree Road, Suite 300

Irvine, California 92612

(949) 438-1400

Re: TRI Pointe Homes, Inc., Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special Texas counsel to Trendmaker Homes, Inc., a Texas corporation (“Texas Guarantor”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”), and certain direct and indirect wholly-owned subsidiaries of the Company listed as co-registrants thereto, including the Texas Guarantor (collectively, the “Guarantors”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) in connection with the offering by the Company of (a) up to $450,000,000 principal amount of the Company’s 4.375% Senior Notes due 2019 (the “New 2019 Notes”), and the related guarantees of the Company’s payment obligations under the New 2019 Notes (the “2019 Note Guarantees”), in exchange for a like principal amount of the Company’s outstanding 4.375% Senior Notes due 2019 (the “Outstanding 2019 Notes”), and the related guarantees of the Company’s payment obligations under the Outstanding 2019 Notes and (b) up to $450,000,000 principal amount of the Company’s 5.875% Senior Notes due 2024 (the “New 2024 Notes” and, together with the New 2019 Notes, collectively the “New Notes”), and the related guarantees of the Company’s payment obligations under the New 2024 Notes (the “2024 Note Guarantees” and, together with the 2019 Note Guarantees, collectively the “Guarantees”), in exchange for a like principal amount of the Company’s outstanding 5.875% Senior Notes due 2024 (the “Outstanding 2024 Notes” and, together with the Outstanding 2019 Notes, collectively the “Outstanding Notes”), and the related guarantees of the Company’s payment obligations under the Outstanding 2024 Notes.

We have examined the drafts, originals, or copies certified or otherwise identified to our satisfaction, of the following documents:

1. Indenture, dated as of June 13, 2014, with U.S. Bank National Association, as supplemented (the “2019 Indenture”), executed by Weyerhaeuser Real Estate Company (“WRECO”) and U.S. Bank National Association, as Trustee (“Trustee”);

2. Indenture, dated as of June 13, 2014, with U.S. Bank National Association, as supplemented (the “2024 Indenture,” and together with the 2019 Indenture, the “Indentures”), executed by WRECO and Trustee;

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3. Notation of Guaranty to be executed by the Texas Guarantor with respect to the New 2019 Notes (the “2019 Texas Guarantee”);

4. Notation of Guaranty to be executed by the Texas Guarantor with respect to the New 2024 Notes (the “2024 Texas Guarantee;” the 2019 Texas Guarantee and the 2024 Texas Guarantee are collectively referred to herein as the “Texas Guarantees”);

5. A copy of the Articles of Incorporation and Bylaws of the Texas Guarantor, as amended and/or restated as of the date hereof and certified by an officer of such entity to be true, accurate and complete (collectively, the “Organizational Documents”);

6. Copies of (A) a certificate issued by the Secretary of State of the State of Texas as of May 13, 2015 confirming the valid existence of the Texas Guarantor, and (B) online evidence from the website of the Texas Comptroller of Public Accounts as of May 13, 2015, confirming the good standing of the Texas Guarantor;

7. Copy of a Unanimous Written Consent of Directors of the Texas Guarantor in Lieu of Special Meeting, adopting resolutions authorizing and approving the execution and delivery of the Transaction Documents to which the Texas Guarantor is a party;

8. Copy of Secretary’s Certificate for the Texas Guarantor certifying the documents listed in (5) – (7) above (the “Secretary’s Certificate”); and

9. Such other documents, corporate records, certificates of officers of the Company and the Texas Guarantor and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions.

The documents and instruments referred to in (1) through (9) above are collectively called the “Transaction Documents.”

In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and the Texas Guarantor and others.

We have also assumed, with your permission that with respect to all parties to agreements or instruments relevant hereto, the terms and conditions of the Indentures as reflected in the Transaction Documents have not been amended, modified or supplemented by any other written agreement of the parties or written waiver of any of the material provisions of the Transaction Documents.

TRI Pointe Homes, Inc.

May 15, 2015

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In basing the opinions set forth in this opinion on “our knowledge,” the words “our knowledge” signify that, in the course of our representation of the Texas Guarantor, no facts have come to our attention that would give us actual knowledge or actual notice that any such opinions or other matters are not accurate. Except as otherwise expressly stated in this opinion, we have undertaken no investigation or verification of such matters. Further, the words “our knowledge” as used in this opinion are intended to be limited to the actual knowledge of the attorneys within this firm who have been involved in representing the Texas Guarantor in any capacity including, but not limited to, in connection with the transactions contemplated by the Transaction Documents. We have no reason to believe that any of the documents on which we have relied contain matters which, or the assumptions contained herein, are untrue or contrary to known facts.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

1. With respect to the Texas Guarantees, when the New Notes are executed and authenticated in accordance with the provisions of the Indentures and issued and delivered in exchange for the Outstanding Notes in the manner described in the Registration Statement, and the Texas Guarantees are executed and delivered substantially in the form examined by us, the Texas Guarantees will constitute the valid and binding obligation of the Texas Guarantor.

2. The Texas Guarantor is validly existing and in good standing as a corporation under the laws of the State of Texas, with power to authorize, execute and deliver the Indentures, the New Notes and the Texas Guarantees (collectively, the “Note Documents”) and to perform its obligations thereunder.

3. Each of the Note Documents to which the Texas Guarantor is a party has been duly authorized by all necessary company action on the part of the Texas Guarantor.

4. The authorization, execution, delivery and performance of the Note Documents to which the Texas Guarantor is a party do not and will not violate (a) the organizational documents of the Texas Guarantor, (b) any order, judgment, writ or decree of any Texas court or other agency of government that is material to the Texas Guarantor taken as a whole and that is binding on the Texas Guarantor, or (c) any law or regulation currently in effect in the State of Texas applicable to the Texas Guarantor.

5. No registration with, consent, authorization or approval of or notice to, or other action to, with or by, any Texas governmental or regulatory body by or on behalf of the Texas Guarantor is required to make valid and legally binding the execution and delivery by the Texas Guarantor of the Note Documents to which it is a party and the performance of its obligations thereunder provided that our opinion in this Paragraph 5 is limited to those laws, statutes and governmental rules of the State of Texas of general application to business entities.

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May 15, 2015

Page 4 of 4

The opinions expressed above are subject to the following additional exceptions, qualifications, limitations and assumptions:

We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of Texas. These opinions are limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinions as expressed in this letter are rendered as of the date hereof and are based on existing law which is subject to change. We express no opinion as to circumstances or events which may occur subsequent to the date hereof.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. We further consent to the reliance on this opinion by Gibson, Dunn & Crutcher LLP for the purpose of delivering its opinion to be filed as Exhibit 5.1 to the Registration Statement, as to the enforceability of the Indentures and the New Notes. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ CHAPOTON SANDERS SCARBOROUGH, LLP

EX-5.3

Exhibit 5.3

[LETTERHEAD OF FIKSO KRETSCHMER SMITH DIXON ORMSETH PS]

May 15, 2015

TRI Pointe Homes, Inc.

19540 Jamboree Road, Suite 300

Irvine, California 92612

(949) 438-1400

Re: TRI Pointe Homes, Inc., Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special Washington counsel to TRI Pointe Holdings, Inc., a Washington corporation, and The Quadrant Corporation, a Washington corporation (each, a “Washington Guarantor,” and collectively, the “Washington Guarantors”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”) and certain direct and indirect wholly-owned subsidiaries of the Company listed as co-registrants thereto, including the Washington Guarantors (collectively, the “Guarantors”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) in connection with the offering by the Company of (a) up to $450,000,000 principal amount of the Company’s 4.375% Senior Notes due 2019 (the “New 2019 Notes”), and the related guarantees of the Company’s payment obligations under the New 2019 Notes (the “2019 Note Guarantees”), in exchange for a like principal amount of the Company’s outstanding 4.375% Senior Notes due 2019 (the “Outstanding 2019 Notes”), and the related guarantees of the Company’s payment obligations under the Outstanding 2019 Notes and (b) up to $450,000,000 principal amount of the Company’s 5.875% Senior Notes due 2024 (the “New 2024 Notes” and, together with the New 2019 Notes, collectively the “New Notes”), and the related guarantees of the Company’s payment obligations under the New 2024 Notes (the “2024 Note Guarantees” and, together with the 2019 Note Guarantees, collectively the “Guarantees”), in exchange for a like principal amount of the Company’s outstanding 5.875% Senior Notes due 2024 (the “Outstanding 2024 Notes” and, together with the Outstanding 2019 Notes, collectively the “Outstanding Notes”), and the related guarantees of the Company’s payment obligations under the Outstanding 2024 Notes.

We have examined the originals, or copies certified or otherwise identified to our satisfaction, of the Indenture, dated as of June 13, 2014, with U.S. Bank National Association (“U.S. Bank”), as supplemented (the “2019 Indenture”), and that certain Indenture, dated as of June 13, 2014, with U.S. Bank, as supplemented (the “2024 Indenture,” and together with the 2019 Indenture, the “Indentures”), the Washington Guarantees (as defined below), and such other documents, corporate records, certificates of officers of the Company and the Washington Guarantors and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts

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material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and the Washington Guarantors and others.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

1. With respect to the Guarantees to be executed by the Washington Guarantors (the “Washington Guarantees”), when the New Notes are executed and authenticated in accordance with the provisions of the Indentures and issued and delivered in exchange for the Outstanding Notes in the manner described in the Registration Statement, and the Washington Guarantees are executed and delivered substantially in the form examined by us, the Washington Guarantees will constitute valid and binding obligations of the Washington Guarantors.

2. Each of the Washington Guarantors is validly existing and in good standing as a corporation under the laws of the State of Washington, with power to authorize, execute and deliver the Washington Guarantees and to perform its obligations thereunder.

3. Each of the Washington Guarantees has been duly authorized by all necessary company action on the part of the Washington Guarantors.

4. The authorization, execution, delivery and performance of the Washington Guarantees do not and will not violate (a) the organizational documents of either of the Washington Guarantors, (b) any order, judgment, writ or decree of any Washington court or other agency of government of which we have actual knowledge that is material to the Washington Guarantors taken as a whole and that is binding on either of the Washington Guarantors or (c) any law or regulation currently in effect in the State of Washington applicable to either of the Washington Guarantors.

5. No registration with, consent, authorization or approval of or notice to, or other action to, with or by, any Washington governmental or regulatory body by or on behalf of the Washington Guarantors is required to make valid and legally binding the execution and delivery by the Washington Guarantors of the Washington Guarantees and the performance of their obligations thereunder.

The opinions expressed above are subject to the following additional exceptions, qualifications, limitations and assumptions:

We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of Washington. This opinion is limited to the effect of the current state of the laws of the State of Washington and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts after such time as the Registration Statement is declared effective.

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We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. We further consent to the reliance on this opinion by Gibson, Dunn & Crutcher LLP for the purpose of delivering its opinion to be filed as Exhibit 5.1 to the Registration Statement, as to the enforceability of the Indentures and the New Notes. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ FIKSO KRETSCHMER SMITH DIXON ORMSETH PS

EX-5.4

Exhibit 5.4

[LETTERHEAD OF TITUS BRUECKNER & LEVINE PLC]

May 15, 2015

TRI Pointe Homes, Inc.

19540 Jamboree Road, Suite 300

Irvine, California 92612

Re: TRI Pointe Homes, Inc., Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special Arizona corporate counsel to the entities listed on Schedule A attached hereto (each, a “Maracay Entity” and collectively, the “Maracay Entities”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”), and certain direct and indirect wholly-owned subsidiaries of the Company listed as co-registrants thereto, including the Maracay Entities (collectively, the “Guarantors”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of (a) up to $450,000,000 principal amount of the Company’s 4.375% Senior Notes due 2019 (the “New 2019 Notes”), and the related guarantees of the Company’s payment obligations under the New 2019 Notes, in exchange for a like principal amount of the Company’s outstanding 4.375% Senior Notes due 2019 (the “Outstanding 2019 Notes” and, together with the New 2019 Notes, collectively, the “2019 Notes”), and the related guarantees of the Company’s payment obligations under the Outstanding 2019 Notes, and (b) up to $450,000,000 principal amount of the Company’s 5.875% Senior Notes due 2024 (the “New 2024 Notes” and, together with the New 2019 Notes, collectively, the “New Notes”), and the related guarantees of the Company’s payment obligations under the New 2024 Notes, in exchange for a like principal amount of the Company’s outstanding 5.875% Senior Notes due 2024 (the “Outstanding 2024 Notes” and, together with the New 2024 Notes, collectively, the “2024 Notes” and, together with the Outstanding 2019 Notes, collectively, the “Outstanding Notes”), and the related guarantees of the Company’s payment obligations under the Outstanding 2024 Notes.

In connection with this opinion, we have reviewed copies of the following documents and have made no other investigation or inquiry except as set forth herein:

(a) Indenture relating to the 2019 Notes dated as of June 13, 2014 (the “2019 Indenture”), with U.S. Bank National Association (“U.S. Bank”), and Indenture relating to the 2024 Notes dated as of June 13, 2014 (the “2024 Indenture,” and, together with the 2019 Indenture, the “Indentures”), with U.S. Bank;

(b) Second Supplemental Indenture relating to the 2019 Notes dated as of July 7, 2014 (the “2019 Supplemental Indenture”), and Second Supplemental Indenture relating to the 2024 Notes dated as of July 7, 2014 (the “2024 Supplemental Indenture” and, together with the 2019 Supplemental Indenture, the “Supplemental Indentures”), each executed by the Company, the Maracay Entities and the other parties thereto;

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(c) Notation of Guaranty relating to the New 2019 Notes to be executed by the Maracay Entities (the “2019 Notation of Guaranty”) and the Notation of Guaranty relating to the New 2024 Notes to be executed by the Maracay Entities (the “2024 Notation of Guaranty” and, together with the 2019 Notation of Guaranty, the “Guarantees”);

(d) The Articles of Organization and Operating Agreement of each of the Maracay Entities, each as amended through the date hereof, all as certified to us by the Secretary of the Maracay Entities, Bradley W. Blank, pursuant to the Secretary’s Certificate described below (collectively, the “Organizational Documents”);

(e) Certificate of the Sole Member and Manager of each of the Maracay Entities dated May 15, 2015, attached hereto as Exhibit A;

(f) Resolution of the sole Member and Manager of each of the Maracay Entities dated April 15, 2015;

(g) Certificates of Good Standing for each of the Maracay Entities dated May 13, 2015, each issued by the Arizona Corporation Commission; and

(h) Secretary’s Certificate dated May 15, 2015.

The documents described in the foregoing clauses (a) through (g) are collectively referred to as the “Opinion Documents” herein.

In our review of the Opinion Documents, we have assumed, without independent verification, and with the understanding that we are under no duty to inquire or investigate, the following matters:

(a) The genuineness of all signatures;

(b) The legal capacity and competency of all natural persons;

(c) The authenticity of any originals of the documents submitted to us;

(d) The conformity to authentic originals of any documents submitted to us as copies;

(e) As to matters of fact, the truthfulness and accuracy of any representations, statements and warranties made in the Opinion Documents and any other document described herein and in certificates of public officials and officers of all parties;

(f) That each of the Opinion Documents and any other document described herein is the legal, valid and binding obligation of each party thereto, other than the Maracay Entities, as applicable, and that each of the Opinion Documents and any other document described herein is enforceable against each such party in accordance with its terms;

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(g) That every party to the Opinion Documents and any other document described herein, other than the Maracay Entities, as applicable, is duly organized and validly existing under the laws of the jurisdiction of its organization;

(h) That every party to the Opinion Documents and any other document described herein, other than the Maracay Entities, as applicable, has the power and authority (corporate or otherwise) to execute, deliver and perform, and has duly authorized by all necessary action (corporate or otherwise), executed and delivered, each of the Opinion Documents or any other document described herein to which it is a party;

(i) That the execution, delivery and performance of the Opinion Documents and any other document described herein by every party thereto, other than the Maracay Entities, as applicable, does not contravene each such party’s respective organizational documents;

(j) That the execution, delivery and performance of the Opinion Documents and any other document described herein by every party thereto, other than the Maracay Entities, as applicable, does not (i) violate any law, rule or regulation applicable to each such party, or (ii) result in any conflict with or breach of any agreement or document binding on each such party;

(k) That no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery or performance by any party, other than the Maracay Entities, as applicable, of the Opinion Documents or any other document described herein, and if any such authorization, approval, consent, action, notice or filing is required, it has been duly obtained, taken, given or made and is in full force and effect; and

(l) That the Opinion Documents and any other document described herein accurately and completely describe and contain the parties’ mutual intent, understanding, and business purposes, and that there are no oral or written statements, agreements, understandings, or negotiations that directly or indirectly modify, define, amend, supplement, or vary, or purport to modify, define, amend, supplement, or vary, any of the terms of the Opinion Documents or any other document described herein or any of the parties’ rights or obligations thereunder, by waiver or otherwise.

(m) In the event that the laws of states other than Arizona are designated as the laws governing any document described herein, we express no opinion as to whether those provisions are enforceable and we express no opinion regarding such laws. We further advise you that the internal laws of states other than Arizona may not be the same as the laws of the State of Arizona. We express no opinion as to whether the laws of any particular jurisdiction apply, and no opinion to the extent that the laws of any jurisdiction other than the laws of the State of Arizona are applicable to the subject matter hereof.

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(n) In rendering the opinions relating to violations of Arizona laws applicable to the Maracay Entities, such opinion is limited to such laws having the force of law that in our experience are typically applicable to a transaction of the nature contemplated herein.

(o) With respect to the Opinion Documents and any other document described herein, we have assumed that each natural person executing any such documents is legally competent to do so.

(p) We represent only the Maracay Entities and none of the other parties to the Opinion Documents and any other document described herein and offer no opinion concerning any issues related to such documents as they relate to the other parties or the effectiveness of such documents due to the action or inaction of such other parties.

(q) We have assumed that there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence in connection with the Opinion Documents and any other document described herein.

(r) We have assumed that the conduct of the parties to the Opinion Documents and any other document described herein has complied with any requirement of good faith, fair dealing and conscionability.

(s) We have assumed that each of the Opinion Documents and any other document described herein accurately reflect the complete understanding of the parties with respect to the transactions contemplated thereby and the rights and obligations of the parties thereunder and there are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of such documents.

(t) In basing certain of the opinions and other matters set forth herein on “our knowledge,” the words “our knowledge” signify that, in the course of our representation of the Maracay Entities in matters with respect to which we have been engaged as counsel, no information has come to our attention that would give us actual knowledge or actual notice that any such opinions or other matters are not accurate or that any of the foregoing documents, certificates, reports, and information on which we have relied are not accurate and complete. Except as otherwise stated herein, we have undertaken no independent investigation or verification of such matters and we render no opinion on matters other than those set forth herein. The opinions set forth herein are expressly so limited. The words “our knowledge” and similar language used herein are intended to be limited to the knowledge of the lawyers within our firm who have recently worked on matters on behalf of the Maracay Entities.

We have not independently established the validity of the foregoing assumptions.

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Based upon the foregoing and upon such other investigation as we have deemed necessary, and subject to the qualifications and limitations set forth below, we are of the opinion that:

1. With respect to the Guarantees, when the New Notes are executed and authenticated in accordance with the provisions of the Indentures and issued and delivered in exchange for the Outstanding Notes in the manner described in the Registration Statement, and when the Guarantees are executed and delivered substantially in the form examined by us, the Guarantees will constitute the valid and binding obligation of the Maracay Entities.

2. Each of the Maracay Entities is validly existing and in good standing as a limited liability company under the laws of the State of Arizona with power to authorize, execute and deliver the Guarantees and to perform its obligations thereunder.

3. The Guarantees have been duly authorized by all necessary company action on the part of each of the Maracay Entities.

4. The authorization, execution and delivery by the Maracay Entities of the Guarantees do not, and the performance by the Maracay Entities of their respective obligations thereunder will not: (a) to our knowledge, result in a violation of any present law, regulation, statute or judicial order or decree of any governmental agency or authority of the jurisdiction of Arizona; or, (b) result in a violation of the respective Organizational Documents of each of the Maracay Entities.

5. The Guarantees executed by the Maracay Entities do not require any consent or filing with any Arizona governmental authority or Arizona regulatory body to make valid and legally binding the execution and delivery by the Maracay Entities of the Guarantees and the performance of their obligations thereunder; provided, however, our opinion in this paragraph 5: (a) does not apply to any consents or filing that may be required under any federal or state securities laws in connection with the offer and sale of securities and the performance under the Opinion Documents and any other document described herein; and (b) is limited to those Arizona governmental authorities or Arizona regulatory bodies of general application to business entities.

Our opinions expressed above are subject to the following qualifications and limitations:

(a) We express no opinion as to the validity and the enforceability of Guarantees as to parties other than the Maracay Entities and we understand you are relying on the opinion of other counsel with respect to such validity and enforceability of Guarantees as to parties other than the Maracay Entities.

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(b) Our opinions are subject to: (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers); and, (ii) possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights.

(c) Our opinions are subject to the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).

(d) We are qualified to practice law in the State of Arizona, and we do not propose to be experts on, or to express any opinion concerning, any law other than the law of the State of Arizona. Our opinions are limited to the laws of the State of Arizona, as applicable, and currently in effect, and we do not express any opinion herein concerning any other law.

(e) Without limiting the generality of any other qualifications and limitations set forth in this opinion letter, we express no opinion concerning any issue arising under any of the following types of laws: federal or state securities or “blue sky” laws and regulations (including the Trust Indenture Act of 1939, as amended, and qualification of the Indenture (or any other documents referenced herein) thereunder or the Investment Company Act of 1940, as amended); tax laws, including any provisions relating to the Employee Retirement Income Security Act of 1974, as amended or re-codified from time to time; patent, trademark, copyright or other laws relating to intellectual property rights; regulations concerning advance filing requirements; laws relating to compliance by parties, other than the Maracay Entities, with fiduciary duty requirements generally applicable to this transaction; laws relating to fraudulent conveyance or transfers; anti-trust laws; unfair competition matters; environmental laws; local laws and ordinances (including statutes, administrative decisions, and rules and regulations of county, municipal, and political subdivisions) and tax good standing.

(f) Any matter stated in general terms herein shall be limited by any less general or any more specific statement on such matter as may also be contained herein.

(g) All parties to the Opinion Documents and any other document described herein will enforce their respective rights thereunder in circumstances and in a manner which are commercially reasonable and in accordance with applicable law.

(h) This opinion is limited to laws in force and facts existing on the date hereof.

(i) Furthermore, in addition to the qualifications and limitations set forth herein, the enforceability of the Opinion Documents and any other document described herein is also subject to the effects of certain other laws and legal or equitable principles of the State of Arizona which may limit or render ineffective certain provisions of such documents, and thus we express no opinion as to the enforceability or effect of: (i) provisions relating to waivers of venue rights or rights to a trial by jury; (ii) provisions relating to submissions or consent to jurisdiction; (iii) those portions of indemnification provisions which purport by their terms to survive for

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indeterminate time periods; (iv) provisions that relate to the effect of any delay or omission of enforcement of rights or remedies; (v) provisions that purport to waive, release, or restrict access to legal or equitable rights, remedies, defenses, or benefits that cannot be so limited under applicable law (including the waiver of rights under any bankruptcy laws); (vi) provisions that purport to require waivers or amendments to be in writing or signed by all parties; (vii) provisions that relate to severability of any material invalid provision; (viii) provisions that relate to choice of law; (ix) disclaimers, liability limitations with respect to third parties, releases, legal or equitable discharge of defenses, liquidated damages provisions, provisions purporting to waive the benefit of statutory or common law rights, or provisions releasing a party from, indemnifying a party against, or requiring contribution toward, liability for its own wrongful, negligent or unlawful acts or where indemnification or contribution is contrary to public policy; (x) provisions relating to designating an agent for service of process and service of process by mail; (xi) whether any particular remedy is available under the Opinion Documents or any other document described herein as set forth therein; and (xii) whether every provision of the Opinion Documents and any other document described herein as set forth therein will be upheld or enforced in any or each circumstance by a court.

(j) We express no opinion as to the applicability or effect of any usury laws and have assumed that the obligations guaranteed by the Guarantees comply with applicable usury laws.

(k) We have assumed that each of the Maracay Entities is solvent, has assets which fairly valued exceed its obligations, liabilities and debts, and has the ability and resources to satisfy its obligations, liabilities and debts as they become due.

(l) We have not participated in the drafting or negotiation of any of the Opinion Documents or any other document described herein, and we express no opinion as to whether any disclosures in such documents accurately reflect the terms of the contemplated transaction or any other documents or instruments.

This opinion letter is rendered only to the addresses of this opinion letter in connection with the transactions contemplated hereby. We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. We further consent to the reliance on this opinion by Gibson, Dunn & Crutcher LLP for the sole purpose of delivering its opinion to be filed as Exhibit 5.1 to the Registration Statement, as to the enforceability of the Indentures and the New Notes; provided, however, we express no opinion as to the enforceability of the Indentures or the New Notes or any other Opinion Document except for the Guarantees. In giving such consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

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May 15, 2015

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This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise any party of, or update, revise or supplement this opinion letter as a result of, any development or circumstance of any kind that may occur after the date of this opinion letter that might affect the opinions expressed herein, including, without limitation, any change of law or fact. We do not render any opinion with respect to any matters other than those expressly set forth herein.

Very truly yours,

/s/ TITUS BRUECKNER & LEVINE PLC

SCHEDULE A

LIST OF MARACAY ENTITIES

Maracay Homes, L.L.C.

Maracay 91, L.L.C.

Maracay Bridges, LLC

Maracay Thunderbird, L.L.C.

Maracay VR, LLC

EXHIBIT A

CERTIFICATE OF THE SOLE MEMBER AND MANAGER OF EACH OF THE MARACAY

ENTITIES

[omitted]

EX-5.5

Exhibit 5.5

[LETTERHEAD OF MCDONALD CARANO WILSON LLP]

May 15, 2015

TRI Pointe Homes, Inc.

19540 Jamboree Road, Suite 300

Irvine, California 92612

(949) 438-1400

Re: TRI Pointe Homes, Inc., Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special Nevada counsel to Pardee Homes of Nevada, a Nevada corporation (“Nevada Guarantor”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”) and certain direct and indirect wholly-owned subsidiaries of the Company listed as co-registrants thereto, including the Nevada Guarantor (collectively, the “Guarantors”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) in connection with the offering by the Company of (a) up to $450,000,000 principal amount of the Company’s 4.375% Senior Notes due 2019 (the “New 2019 Notes”), and the related guarantees of the Company’s payment obligations under the New 2019 Notes (the “2019 Note Guarantees”), in exchange for a like principal amount of the Company’s outstanding 4.375% Senior Notes due 2019 (the “Outstanding 2019 Notes”), and the related guarantees of the Company’s payment obligations under the Outstanding 2019 Notes and (b) up to $450,000,000 principal amount of the Company’s 5.875% Senior Notes due 2024 (the “New 2024 Notes” and, together with the New 2019 Notes, collectively the “New Notes”), and the related guarantees of the Company’s payment obligations under the New 2024 Notes (the “2024 Note Guarantees” and, together with the 2019 Note Guarantees, collectively the “Guarantees”), in exchange for a like principal amount of the Company’s outstanding 5.875% Senior Notes due 2024 (the “Outstanding 2024 Notes” and, together with the Outstanding 2019 Notes, collectively the “Outstanding Notes”), and the related guarantees of the Company’s payment obligations under the Outstanding 2024 Notes.

We have examined the originals, or copies certified or otherwise identified to our satisfaction, of (i) that certain Indenture, dated as of June 13, 2014, with U.S. Bank National Association (“U.S. Bank”), as supplemented (the “2019 Indenture”), (ii) that certain Indenture, dated as of June 13, 2014, with U.S. Bank, as supplemented (the “2024 Indenture,” and together with the 2019 Indenture, the “Indentures”), (iii) the Notation of Guaranty to be executed by the Nevada Guarantor with respect to the New 2019 Notes (the “2019 Nevada Guarantee”), (iv) the Notation of Guaranty to be executed by the Nevada Guarantor with respect to the New 2024 Notes (the “2024 Nevada Guarantee;” the 2019 Nevada Guarantee and the 2024 Nevada Guarantee are collectively referred to herein as the “Nevada Guarantees”), and (v) such other documents, corporate records, certificates of officers of the Company and the Nevada Guarantor and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies, and that the Company has complied with all securities laws and “blue sky” laws applicable to the offering of the New Notes. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and the Nevada Guarantor and others.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

1. With respect to the Nevada Guarantees, when the New Notes are executed and authenticated in accordance with the provisions of the Indentures and issued and delivered in exchange for the Outstanding Notes in the manner described in the Registration Statement, and the Nevada Guarantees are executed and delivered substantially in the form examined by us, the Nevada Guarantees will constitute valid and binding obligations of the Nevada Guarantor.

2. The Nevada Guarantor is validly existing and in good standing as a Nevada corporation under the laws of the State of Nevada, with the corporate power to authorize, execute and deliver the Nevada Guarantees and to perform its obligations thereunder.

3. The Nevada Guarantees have been duly authorized by all necessary company action on the part of the Nevada Guarantor.

4. The authorization, execution, delivery and performance of the Nevada Guarantees by the Nevada Guarantor do not and will not violate (a) the organizational documents of the Nevada Guarantor, (b) to our knowledge, any order, judgment, writ or decree of any Nevada court or other agency of government that is material to the Nevada Guarantor taken as a whole and that is binding on the Nevada Guarantor, or (c) any law or regulation currently in effect in the State of Nevada applicable to the Nevada Guarantor.

5. No registration with, consent, authorization or approval of or notice to, or other action to, with or by, any Nevada governmental or regulatory body by or on behalf of the Nevada Guarantor is required to make valid and legally binding the execution and delivery by the Nevada Guarantor of the Nevada Guarantees and the performance of their obligations thereunder provided that our opinion in this Paragraph is limited to those laws, statutes and governmental rules of the State of Nevada of general application to business entities.

The opinions expressed above are subject to the following additional exceptions, qualifications, limitations and assumptions:

We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of Nevada. This opinion is limited to the effect of the current state of the laws of the State of Nevada set forth in the Nevada Revised Statutes, Nevada Administrative Code, and Nevada Supreme Court decisions published as of the date hereof, and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts after such time as the Registration Statement is declared effective.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. We further consent to the reliance on this opinion by Gibson, Dunn & Crutcher LLP for the purpose of delivering its opinion to be filed as Exhibit 5.1 to the Registration Statement, as to the enforceability of the Indentures and the New

Notes. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ McDonald Carano Wilson, LLP

EX-5.6

Exhibit 5.6

[LETTERHEAD OF YOUNG CONAWAY STARGATT & TAYLOR, LLP]

May 15, 2015

TRI Pointe Homes, Inc.

19540 Jamboree Road, Suite 300

Irvine, California 92612

(949) 438-1400

Re: TRI Pointe Homes, Inc., Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special Delaware counsel to TRI Pointe Contractors, LP, a Delaware limited partnership (the “Delaware Guarantor”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”) and certain direct and indirect wholly-owned subsidiaries of the Company listed as co-registrants thereto, including the Delaware Guarantor (collectively, the “Guarantors”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) in connection with the offering by the Company of (a) up to $450,000,000 principal amount of the Company’s 4.375% Senior Notes due 2019 (the “New 2019 Notes”), and the related guarantees of the Company’s payment obligations under the New 2019 Notes (the “2019 Note Guarantees”), in exchange for a like principal amount of the Company’s outstanding 4.375% Senior Notes due 2019 (the “Outstanding 2019 Notes”), and the related guarantees of the Company’s payment obligations under the Outstanding 2019 Notes and (b) up to $450,000,000 principal amount of the Company’s 5.875% Senior Notes due 2024 (the “New 2024 Notes” and, together with the New 2019 Notes, collectively the “New Notes”), and the related guarantees of the Company’s payment obligations under the New 2024 Notes (the “2024 Note Guarantees” and, together with the 2019 Note Guarantees, collectively the “Guarantees”), in exchange for a like principal amount of the Company’s outstanding 5.875% Senior Notes due 2024 (the “Outstanding 2024 Notes” and, together with the Outstanding 2019 Notes, collectively the “Outstanding Notes”), and the related guarantees of the Company’s payment obligations under the Outstanding 2024 Notes.

We have examined the originals, or copies certified or otherwise identified to our satisfaction, of that certain Indenture, dated as of June 13, 2014, with U.S. Bank National Association (“U.S. Bank”), as supplemented (the “2019 Indenture”), and that certain Indenture, dated as of June 13, 2014, with U.S. Bank, as supplemented (the “2024 Indenture,” and together with the 2019 Indenture, the “Indentures”), the Delaware Guarantees (as defined below), and such other documents, corporate records, certificates of officers of the Company and the Delaware Guarantor and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. For purposes of this opinion, we have not reviewed any documents other than the documents listed or otherwise referred to above. In our

TRI Pointe Homes, Inc.

May 15, 2015

Page 2

examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have further assumed that all documents submitted to us for our review have not been and will not be altered or amended in any respects material to our opinions expressed herein. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and the Delaware Guarantor and others, all of which we have assumed, and the attorneys working on this matter have no actual knowledge otherwise, to be true, complete, and accurate in all material respects.

For purposes of this opinion, we have assumed, to the extent relevant to the opinions expressed herein, (i) except as set forth in numbered paragraph 1 below, the due incorporation, formation, or creation, as the case may be, and valid existence in good standing of each party, other than the Delaware guarantor, to the documents examined by us under the laws of the jurisdiction governing such party’s incorporation, formation, or creation, (ii) except as set forth in numbered paragraph 2 below, that each of the parties to the documents examined by us, other than the Delaware guarantor, had the power and authority to execute and deliver, and to perform such party’s obligations under, such documents, and (iii) except as set forth in numbered paragraphs 2 and 3 below, the due authorization, execution and delivery by all parties thereto of all documents examined by us.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

1. The Delaware Guarantor is validly existing and in good standing as a limited partnership under the laws of the State of Delaware, with power to authorize, execute and deliver the Delaware Guarantees and to perform its obligations thereunder.

2. The Guarantees to be executed by the Delaware Guarantor (the “Delaware Guarantees”) have been duly authorized by all necessary company action on the part of the Delaware Guarantor.

3. The authorization, execution, delivery and performance of the Delaware Guarantees do not and will not violate (a) the organizational documents of the Delaware Guarantor, (b) any order, judgment, writ or decree of any Delaware court or other agency of government of which we have actual knowledge that is material to the Delaware Guarantor taken as a whole and that is binding on the Delaware Guarantor or (c) any law or regulation currently in effect in the State of Delaware applicable to the Delaware Guarantor.

4. No registration with, consent, authorization or approval of or notice to, or other action to, with or by, any Delaware governmental or regulatory body by or on behalf of the Delaware Guarantor is required to make valid and legally binding the execution and delivery by the Delaware Guarantor of the Delaware Guarantees and the performance of its obligations thereunder.

TRI Pointe Homes, Inc.

May 15, 2015

Page 3

The opinions expressed above are subject to the following additional exceptions, qualifications, limitations and assumptions:

We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of Delaware, and we render no opinion on the securities laws, tax laws, or blue sky laws of the State of Delaware, and any rules, regulations, orders, and decisions relating thereto. This opinion is limited to the effect of the current state of the laws of the State of Delaware and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts after such time as the Registration Statement is declared effective.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. We further consent to the reliance on this opinion by Gibson, Dunn & Crutcher LLP for the purpose of delivering its opinion to be filed as Exhibit 5.1 to the Registration Statement, as to the enforceability of the Indentures and the New Notes. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Sincerely,

/s/ Young Conaway Stargatt & Taylor, LLP

EX-12.1

Exhibit 12.1

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth information regarding our ratio of earnings to fixed charges for the periods shown.

	Three months ended March 31,						Year ended December 31,
	2015			2014			2014			2013			2012			2011			2010
							(in thousands)
Earnings:
Income (loss) from continuing operations before taxes	$	23,124		$	12,110		$	127,965		$	(237,454	)	$	99,629		$	54,272		$	85,871
Fixed charges		15,331			4,139			42,200			23,189			27,582			24,306			28,831
Amortization of capitalized interest		6,765			4,063			52,747			36,671			30,292			23,290			27,792
Capitalized interest		(15,176	)		(3,809	)		(38,975	)		(19,081	)		(22,059	)		(21,520	)		(25,836	)
Income as adjusted	$	30,044		$	16,503		$	183,937		$	(196,675	)	$	135,444		$	80,348		$	116,658
Fixed charges:
Interest expensed and capitalized		15,176			4,038			41,706			22,674			27,038			23,736			28,219
Portion of rents representative of interest factor		155			101			494			515			544			570			612
Fixed charges	$	15,331		$	4,139		$	42,200		$	23,189		$	27,582		$	24,306		$	28,831
Ratio of earnings to fixed charges		2.0			4.0			4.4			—	(a)		4.9			3.3			4.0

^(a)  For the year ended December 31, 2013, earnings were insufficient to cover fixed charges for such year by approximately $219.9 million. This was primarily due to $343.3 million of impairment and related charges for Coyote Springs, a large master planned community north of Las Vegas, Nevada. Under the terms of the Transaction Agreement, certain assets and liabilities of WRECO and its subsidiaries were excluded from the transaction and retained by Weyerhaeuser, including assets and liabilities relating to Coyote Springs.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in Amendment No. 1 to the Registration Statement (Form S-4 No. 333-203440) and related Prospectus of TRI Pointe Homes, Inc. for the registration of its 4.375% Senior Notes due 2019 and its 5.875% Senior Notes due 2024 and to the incorporation by reference therein of the following filed with the Securities and Exchange Commission:

1) Our report dated February 27, 2014, with respect to the consolidated financial statements of TRI Pointe Homes, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2013,

2) Our report dated March 12, 2015, except for Note 22, as to which the date is April 15, 2015, with respect to the consolidated financial statements of TRI Pointe Homes, Inc., included in its Current Report on Form 8-K dated April 15, 2015.

/s/ Ernst & Young LLP

Irvine, California

May 15, 2015

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated February 18, 2014, with respect to the consolidated balance sheet of Weyerhaeuser Real Estate Company as of December 31, 2013, and the related consolidated statements of operations, changes in equity, and cash flows for each of the years in the two-year period ended December 31, 2013, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the registration statement.

/s/ KPMG LLP

Seattle, WA

May 15, 2015

CORRESP

May 15, 2015