S-3

As filed with the Securities and Exchange Commission on June 16, 2016

Registration No. 333-        

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

AV HOMES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1531	23-1739078
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

AND

The Other Registrants Named in the Table of Additional Registrants Below

8601 N. Scottsdale Rd., Suite 225

Scottsdale, Arizona 85253

(480) 214-7400

(Address, including zip code, and telephone number, including area code, of

registrant’s principal executive offices)

S. Gary Shullaw

Executive Vice President and General Counsel

8601 N. Scottsdale Rd., Suite 225

Scottsdale, Arizona 85253

(480) 214-7400

Copies to:

Dawn Holicky Pruitt

Michael K. Coddington

Faegre Baker Daniels LLP

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, Minnesota 55402

(612) 766-7000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ¨

If any of 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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

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(1)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(3)
Common Stock ($1.00 par value per share)(4)
Preferred Stock ($0.10 par value per share)(4)
Debt Securities
Warrants
Units
Guarantees of Debt Securities of AV Homes, Inc.(5)(6)
Total	$300,000,000	$30,210

(1) These offered securities may be sold separately, together or as units with other securities.

(2) Pursuant to General Instruction II.D. of Form S-3, the amount of securities to be registered for each class of securities, the proposed maximum offering price per security for each class of securities and the proposed maximum aggregate offering price of each class of securities are not specified.

(3) The registration fee has been calculated, pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”), on the basis of the maximum aggregate offering price of the securities listed.

(4) Pursuant to Rule 416(a) under the Securities Act, there is also being registered such indeterminate number of shares of our preferred and common stock as may be issued from time to time with respect to shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. There is also being registered such indeterminate number of shares of preferred stock and common stock, as may be issued upon conversion or exercise of or in exchange for any other debt securities, warrants or preferred stock.

(5) Consists of guarantees of debt securities of AV Homes, Inc. by any one or more of the guarantor registrants listed on the Table of Additional Registrants below.

(6) Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is payable for the guarantees.

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 the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Additional Registrants

Additional Registrants (as Guarantors of the Debt Securities)

Name	Jurisdiction of Formation	Primary Standard         Industrial Classification         Code Number	I.R.S. Employer Identification No.
Avatar Properties Inc.	Florida	1531	23-1693997
AV Homes of Arizona, LLC	Arizona	1531	26-4815090
AVH Bethpage, LLC	Arizona	1531	38-3922225
AVH Carolinas, LLC	Arizona	1531	46-4214803
AVH EM, LLC	Arizona	1531	23-1693997
Bonterra Builders, LLC	North Carolina	1531	47-4292374
JCH Group LLC	Delaware	1531	26-4814751
Royal Oak Homes, LLC	Florida	1531	46-5093450
Vitalia at Tradition, LLC	Florida	1531	27-0960347

Avatar Properties Inc. is a wholly owned, direct subsidiary of AV Homes, Inc. Avatar Properties Inc. is the sole member of the AVH Carolinas, LLC, Bonterra Builders, LLC, JCH Group, LLC, Royal Oak Homes, LLC and Vitalia at Tradition, LLC. AVH Carolinas, LLC is the sole member of AVH Bethpage, LLC. JCH Group, LLC is the sole member of AV Homes of Arizona, LLC and AVH EM, LLC. The name and address of the principal executive office for each of the additional registrants is the same as is set forth for AV Homes, Inc. on the facing page of this registration statement.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated June 16, 2016.

PROSPECTUS

AV HOMES, INC.

8601 N. Scottsdale Rd., Suite 225

Scottsdale, Arizona 85253

$300,000,000

Common Stock

Preferred Stock

Debt Securities

Warrants

Units

Guarantees

We may, from time to time, offer to sell securities in one or more offerings. This prospectus describes some of the general terms that may apply to these securities. We will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest.

We may offer and sell these securities to or through one or more underwriters, dealers and agents or directly to purchasers, on a continuous or delayed basis.

Our common stock is listed on The Nasdaq Stock Market under the ticker symbol “AVHI.”

Investing in our securities involves risks. You should consider the risk factors described on page 4 herein, in the applicable prospectus supplement and in the documents we incorporate by reference.

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

The date of this prospectus is             , 2016.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1
WHERE YOU CAN FIND MORE INFORMATION	2
OUR COMPANY	3
SECURITIES WE MAY OFFER	3
RISK FACTORS	4
USE OF PROCEEDS	5
RATIO OF EARNINGS TO FIXED CHARGES	6
DESCRIPTION OF COMMON STOCK	7
DESCRIPTION OF PREFERRED STOCK	10
DESCRIPTION OF DEBT SECURITIES	11
DESCRIPTION OF WARRANTS	17
DESCRIPTION OF UNITS	18
DESCRIPTION OF GUARANTEES	19
PLAN OF DISTRIBUTION	20
LEGAL MATTERS	21
EXPERTS	21

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may, from time to time, offer and/or sell common stock, preferred stock, debt securities, warrants to purchase equity securities, and units of any of the foregoing, separately or together, in one or more offerings up to a total dollar amount of $300,000,000 as described in this prospectus. Each time our securities are offered, we will provide a prospectus supplement. The prospectus supplement will contain more specific information about the offering. The prospectus supplement may also add, update or change information contained in this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement. You should read both this prospectus and the applicable prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.”

When we refer to “AV Homes,” “our company,” “we,” “our” and “us” in this prospectus under the headings “The Company” and “Ratio of Earnings to Fixed Charges,” we mean AV Homes, Inc. and its subsidiaries unless the context indicates otherwise. When such terms are used elsewhere in this prospectus, we refer only to AV Homes, Inc. unless the context indicates otherwise.

The registration statement that contains this prospectus, including the exhibits to the registration statement, includes additional information about us and the securities offered under this prospectus. That registration statement can be read at the SEC’s website or at the SEC’s offices mentioned under the heading “Where You Can Find More Information.”

You should rely only on the information contained in this prospectus, any applicable prospectus supplement and the documents incorporated by reference herein or therein. We have not authorized anyone to provide you with information different from that contained in this prospectus or any prospectus supplement or incorporated by reference herein. This prospectus may only be used where it is legal to sell these securities.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the SEC that contains this prospectus is effective. This prospectus is not an offer to sell, or a solicitation of an offer to buy, in any state where the offer or sale is prohibited. The information in this prospectus, any prospectus supplement or any document incorporated herein or therein by reference is accurate as of the date contained on the cover of such documents. Neither the delivery of this prospectus or any prospectus supplement, nor any sale made under this prospectus or any prospectus supplement will, under any circumstances, imply that the information in this prospectus or any prospectus supplement is correct as of any date after the date of this prospectus or any such prospectus supplement.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can also obtain copies of the documents at prescribed rates by writing to the Office of Investor Education and Advocacy of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1 (800) SEC-0330 for further information on the operation of the Public Reference Room. Our SEC filings are also available at the offices of The National Association of Securities Dealers, 1735 K Street, N.W., Washington, D.C. 20006.

We “incorporate by reference” into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Some information contained in this prospectus updates the information incorporated by reference, and information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this prospectus (including all filings we make under the Exchange Act following the date of the registration statement that contains this prospectus but prior to the effectiveness of such registration statement) and prior to the time that we sell all the securities offered by this prospectus (other than any portions of any such documents that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules):

• our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 4, 2016 (which incorporates by reference certain portions of our Proxy Statement for our 2016 Annual Meeting of Shareholders, filed with the SEC on April 12, 2016);

• our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on April 29, 2016;

• our Current Reports on Form 8-K filed on February 25, 2016, April 28, 2016, May 13, 2016, May 26, 2016 and June 15, 2016, and our Current Report on Form 8-K/A filed on June 16, 2016; and

• the description of our common stock contained in the Registration Statement on Form 8-A filed on October 15, 1980 (SEC File No. 0-7616; 1-07395), including any amendment or report filed to update such description.

You may request a copy of these filings, other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing, at no cost, by writing to or telephoning us at the following:

S. Gary Shullaw

Executive Vice President and General Counsel

AV Homes, Inc.

8601 N. Scottsdale Rd., Suite 225

Scottsdale, Arizona 85253

Phone: (480) 214-7400

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OUR COMPANY

We are a homebuilder engaged in the business of homebuilding and community development in Florida, Arizona and the Carolinas. Our business focuses on the development and construction of (i) primary residential communities serving first-time and move-up buyers, including under our local Bonterra Builders and Royal Oak Homes brands, and (ii) active adult communities, which are age-restricted to the age 55 and over active adult demographic. As of December 31, 2015, we owned 5,014 developed residential lots, 3,139 partially developed residential lots, 8,652 undeveloped residential lots, and 14,449 acres of mixed-use, commercial, and industrial land.

We were incorporated under the laws of the state of Delaware in 1970. In 2012, we changed our name from Avatar Holdings Inc. to AV Homes, Inc. Our principal executive offices are located at 8601 N. Scottsdale Rd., Suite 225, Scottsdale, Arizona 85253, and our telephone number is (480) 214-7400. Our website address is www.avhomesinc.com.

SECURITIES WE MAY OFFER

Types of Securities

The types of securities that we may offer and sell from time to time by this prospectus are:

• common stock;

• preferred stock, which we may issue in one or more series;

• debt securities, which we may issue in one or more series and which may include provisions regarding conversion or exchange of the debt securities into our common stock or other securities of our company;

• warrants entitling the holders to purchase common stock, preferred stock or debt securities of our company;

• units of common stock, preferred stock, debt securities and/or warrants of our company; or

• guarantees of debt securities by one or more guarantors.

When we sell securities, we will determine the amounts of securities we will sell and the prices and other terms on which we will sell them.

Additional Information

We will describe in a prospectus supplement, which we will deliver with this prospectus, the terms of particular securities that we may offer in the future. In each prospectus supplement we will include, among other things, the following information:

• the type and amount of securities that we propose to sell;

• the initial public offering price of the securities;

• the names of the underwriters, agents or dealers, if any, through or to which we will sell the securities;

• the compensation, if any, of those underwriters, agents or dealers;

• the plan of distribution for the securities;

• if applicable, information about securities exchanges on which the securities will be listed;

• material United States federal income tax considerations applicable to the securities;

• any material risk factors associated with the securities; and

• any other material information about the offer and sale of the securities.

In addition, the prospectus supplement may also add, update or change the information contained in this prospectus. In that case, the prospectus supplement should be read as superseding this prospectus. For more details on the terms of the securities, you should read the exhibits filed with our registration statement, of which this prospectus is a part. You should also read both this prospectus and the applicable prospectus supplement, together with the information described under the heading “WHERE YOU CAN FIND MORE INFORMATION.”

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RISK FACTORS

Investment in any securities offered pursuant to this prospectus and the applicable prospectus supplement involves risks. You should carefully consider the risk factors incorporated by reference from our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q and any subsequent Current Reports on Form 8-K we file after the date of this prospectus, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in the applicable prospectus supplement before acquiring any of such securities. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities.

4

USE OF PROCEEDS

Unless we state otherwise in the applicable prospectus supplement, we expect to use the net proceeds from the sale of securities for general corporate purposes. We will have significant discretion in the use of the net proceeds. Until the net proceeds have been used, they may be temporarily invested in short-term or other securities.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table contains our consolidated ratio of earnings to fixed charges for the periods indicated. You should read these ratios in connection with our consolidated financial statements, including the notes to those statements, incorporated by reference in this prospectus. As of the date of this prospectus, we have no preferred stock outstanding and, accordingly, the ratio of earnings to combined fixed charges and preferred stock dividends is equal to the ratio of earnings to fixed charges and is not disclosed separately.

	For the Year Ended December 31,					For the Three-Month Period   Ended March 31, 2016,
	2011	2012	2013	2014	2015
Ratio of earnings to fixed charges	N/A*	N/A*	N/A*	0.47*	1.15	0.77*

* Our earnings were insufficient to cover fixed charges for certain periods. The dollar amount of the deficiency in earnings available for fixed charges for the fiscal years ending December 31, 2011, 2012, 2013 and 2014 and the three-month period ended March 31, 2016 was approximately $165,574,000, $90,585,000, $13,488,000, $9,612,000 and $1,596,000, respectively.

The ratio of earnings to fixed charges is calculated as follows:

(income before income taxes and effects of changes in accounting principles) –

(net income from non-controlling interests) +

(fixed charges) + (amortization of previously capitalized interest)

– (capitalized interest)

(fixed charges)

Fixed charges consist of

• interest expensed and capitalized,

• amortization of discount & debt issue costs, and

• interest portion of net rental expense.

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DESCRIPTION OF COMMON STOCK

This section describes the general terms and provisions of the shares of our common stock. The prospectus supplement will describe the specific terms of the common stock offered through that prospectus supplement and any general terms outlined in this section that will not apply to that common stock.

We have summarized the material terms and provisions of the common stock in this section. We have also filed our restated certificate of incorporation, as amended (as further amended and/or restated from time to time, our “certificate of incorporation”) and our amended and restated bylaws (as further amended and/or restated from time to time, our “bylaws”), as exhibits to the registration statement of which this prospectus is a part. You should read our certificate of incorporation and bylaws for additional information before you buy any of our common stock or any of our securities which may be exercised or exchangeable for or converted into our common stock.

General

As of the date of this prospectus, our authorized common stock was 50,000,000 shares. Of these authorized shares, 22,664,438 were issued and outstanding on June 3, 2016.

Holders of shares of common stock are entitled to one vote per share in the election of directors and on all other matters submitted to a vote of stockholders. Such holders have the right to cumulate their votes in the election of directors. Holders of common stock have no redemption or conversion rights and no preemptive or other rights to subscribe for our securities.

In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share equally and ratably in all of the assets remaining, if any, after satisfaction of all our debts and liabilities, and the preferential rights of any series of our preferred stock then outstanding. The shares of common stock outstanding are fully paid and non-assessable.

Dividends

Holders of common stock have an equal and ratable right to receive dividends, when, as and if declared by our board of directors out of funds legally available therefor and only after payment of, or provision for, full dividends on all outstanding shares of any series of preferred stock, if any, and after we have made provision for any required sinking or purchase funds for any series of preferred stock. Our certificate of incorporation provides that no dividend may be declared or paid on any of our capital stock which impairs our capital and that no distribution of assets may be made to any stockholder unless the value of our assets remaining after such payment or distribution is at least equal to the aggregate of our debts, liabilities and capital. We are incorporated in Delaware and are governed by the Delaware General Corporation Law. Delaware law allows a corporation to pay dividends only out of surplus, as determined under Delaware law, or, if there is no surplus, out of net profits for the fiscal year in which the dividend was declared and for the preceding fiscal year. However, under Delaware law, we cannot pay dividends out of net profits if, after we pay the dividend, our capital would be less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of our assets.

Anti-Takeover Provisions of Delaware Law and our Certificate of Incorporation and Bylaws

Certain provisions of Delaware law could make it more difficult for a third party to acquire control of us or have the effect of discouraging a third party from attempting to acquire control of us. For example, we are subject to Section 203 of the Delaware General Corporation Law, which would make it more difficult for another party to acquire us without the approval of our board of directors. Certain provisions of our certificate of incorporation and bylaws may make it less likely that our management would be changed or someone would acquire voting control of our company without our board’s consent. These provisions may delay, deter or prevent tender offers or takeover attempts that stockholders may believe are in their best interests, including tender offers or attempts that might allow stockholders to receive premiums over the market price of their common stock.

Controlling Persons. Under our certificate of incorporation we may not merge or consolidate with any individual, firm, corporation or partnership (an “entity”) in which any controlling stockholder has a direct or indirect interest of 50% or more of the common stock of such entity unless the holders of at least the majority of our outstanding stock, exclusive of those shares held by such controlling stockholder, approve the merger or consolidation. A “controlling stockholder” is an individual, firm, corporation or other entity which is the beneficial owner (as defined in our certificate of incorporation) of 50% or more of our outstanding voting shares.

Preferred Stock. Our board of directors can at any time, under our certificate of incorporation, and without stockholder approval, issue one or more new series of preferred stock. In some cases, the issuance of preferred stock without stockholder approval could discourage or make more difficult attempts to take control of our company through a merger, tender offer, proxy contest or otherwise. Preferred stock with special voting rights or other features issued to persons favoring our management could stop a takeover by preventing the person trying to take control of our company from acquiring enough voting shares necessary to take control.

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Nomination Procedures. In addition to our board of directors, stockholders can nominate candidates for election to our board of directors. However, a stockholder must follow the advance notice procedures described in Section 16 of our bylaws. To be timely, a stockholder’s notice must be received at our principal executive offices (a) in the case of an annual meeting, not less than sixty days nor more than ninety days prior to the anniversary date of the immediately preceding annual meeting of stockholders (provided, however, that in the event that the annual meeting is called for a date that is not within thirty days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs), and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

Proposal Procedures. Stockholders can propose that business other than nominations to our board of directors be considered at an annual meeting of stockholders only if a stockholder follows the advance notice procedures described in our bylaws. To be timely, a stockholder’s notice must be received at our principal executive offices not less than sixty days nor more than ninety days prior to the anniversary date of the immediately preceding annual meeting of stockholders (provided, however, that in the event that the annual meeting is called for a date that is not within thirty days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs).

Special Meetings. Special meetings of stockholders, unless otherwise prescribed by law or by our certificate of incorporation, can be called at the request of our board of directors, the executive committee of our board, the chairman of our board or a stockholder or stockholders holding of record at least twenty percent of all our common stock then outstanding and entitled to vote. Special meetings shall be called by means of a notice described in our bylaws.

Amendment of Bylaws. Under our certificate of incorporation and bylaws, our board of directors can adopt, amend or repeal the bylaws, subject to limitations under the Delaware General Corporation Law or in our certificate of incorporation. Under the Delaware General Corporation Law, our stockholders also have the power to change or repeal our bylaws.

Anti-Takeover Provisions Pursuant to Contractual Arrangements

We are party to certain contractual arrangements which make it less likely that someone would acquire control of our company without the board’s consent.

Stockholders’ Agreement. On June 20, 2013, we entered into a stockholders agreement (the “Stockholders Agreement”) with TPG Aviator, L.P. (“TPG”) in order to establish various arrangements and restrictions with respect to our governance and certain other rights in connection with TPG’s investment in the company in June 2013. TPG is entitled to nominate to the board (i) four directors, if the ownership of TPG and its affiliates is at least 30%, (ii) three directors, if the ownership of TPG and its affiliates is at least 20%, but less than 30%, (iii) two directors, if the ownership of TPG and its affiliates is at least 15%, but less than 20%, and (iv) one director if the ownership of TPG and its affiliates is at least 5%, but less than 15%. TPG has no nomination rights if its level of ownership is less than 5%.

In addition, we agreed to constitute each of our compensation committee and our finance committee as a five-member committee and guaranteed that TPG has the right to have specified numbers of board members appointed to each such committee, subject to TPG and its affiliates meeting certain ownership thresholds. We also agreed that the entire board of directors (including TPG-nominated directors) will be included on the executive committee of the board.

Further, pursuant to the terms of the Stockholders Agreement, for so long as TPG and its affiliates continue to own at least the greater of (i) 25% of the number of shares owned by them as of June 20, 2013 and (ii) 10% of our outstanding common stock, we are not permitted to take any of the following actions without the prior written consent of TPG:

• Any amendment adverse to TPG to our governing documents or our subsidiaries’ governing documents;

• Any voluntary liquidation, dissolution or winding up;

• Any voluntary bankruptcy or insolvency action, or any consent to any involuntary bankruptcy or similar proceeding;

• Any increase or decrease in the size of the board of directors or any committee;

• Any change in the rights and responsibilities of either the finance committee of the board or the compensation committee of the board; and

• Any issuance of equity securities that are senior to our common stock.

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In addition, for so long as TPG’s ownership is equal to or greater than 5% of our outstanding common stock, the rights and responsibilities of the finance committee of the board will include (i) any sale, issuance or authorization of new securities by us or any of our subsidiaries, (ii) any redemption, purchase, repurchase or other acquisition of securities by us or any subsidiary, other than in connection with equity compensation arrangements, (iii) any incurrence of indebtedness or certain debt-like obligations, with limited exceptions, (iv) any hiring or firing of members of senior management, (v) any land or builder acquisitions or dispositions, any acquisitions or dispositions of subsidiaries or any other acquisitions or dispositions, in each case, that are greater than $5 million (including total expected capital requirements and development costs), (vi) any capital expenditures or land commitments over an agreed upon budget, as approved by the board of directors, or otherwise greater than $10 million, and (vii) any entry into new markets or lines of business.

Finally, the Stockholders Agreement provides that, except in certain cases, TPG has a pre-emptive right to participate in our future equity issuances for so long as TPG and its affiliates own at least 10% of our outstanding common stock.

Rights Agreement. On June 19, 2013, we entered into a rights agreement (the “Rights Agreement”) with Computershare Shareowner Services LLC. Under the Rights Agreement, each share of common stock will carry with it one preferred share purchase right (each, a “Right”). In general terms, the Rights work to impose a significant penalty upon any person or group that acquires 4.9% or more of the outstanding common stock without the approval of the board of directors. Stockholders that owned 4.9% or more of the outstanding common stock as of June 19, 2013 will not trigger the Rights so long as they do not (i) acquire additional shares of common stock or (ii) fall under 4.9% ownership of common stock and then re-acquire shares that in the aggregate equal 4.9% or more of the common stock. The board of directors may, in its sole discretion, exempt any person or group for purposes of the Rights Agreement if it determines that the acquisition by such person or group will not materially increase the risk that we will not be able to make use of our federal income tax attributes or is otherwise in our best interest (such a person or group, an “exempt person”).

The Rights are inseparable from shares of common stock until they become exercisable or otherwise expire. Each Right allows its holder to purchase from us one one-thousandth of a share of Series B Junior Participating Preferred Stock (a “Series B Preferred Share”) for $85, subject to adjustment, once the Rights become exercisable. This portion of a Series B Preferred Share will give the stockholder approximately the same dividend and liquidation rights as one share of common stock. The Rights are not exercisable until ten days after the public announcement that a person or group has become an “acquiring person” by obtaining beneficial ownership of 4.9% or more of the outstanding common stock (or, if already the beneficial ownership of at least 4.9% of the outstanding common stock, by acquiring additional shares of common stock), unless exempted by the board of directors. After such ten day-period, the Rights will separate from the shares of common stock and be evidenced by rights certificates that we will mail to eligible stockholders. Any rights held by the acquiring person are void and may not be exercised.

Each one one-thousandth interest in a Series B Preferred Share, if issued, (i) will not be redeemable, (ii) will entitle its holder to dividends, if any, paid on one share of common stock, (iii) will entitle its holder upon liquidation to receive $1.00 or an amount equal to the payment made on one share of common stock, whichever is greater, (iv) will have the same voting power as one share of common stock, and (v) will entitle its holder to a per share payment equal to the payment made on one share of common stock, if shares of common stock are exchanged via merger, consolidation or a similar transaction.

The Rights will expire on the earliest of (i) June 19, 2016, (ii) the time at which the Rights are redeemed, (iii) the time at which the Rights are exchanged, (iv) the repeal of Section 382 of the Internal Revenue Code of 1986, as amended, or any successor statute, or any other change, if the board of directors determines that the Rights Agreement is no longer necessary for the preservation of tax benefits, (v) the beginning of a taxable year to which the board of directors determines that no tax benefits may be carried forward, or (vi) a determination by the board of directors, prior to the time any person or group becomes an acquiring person, that the Rights Agreement and the Rights are no longer in the best interest of us or our stockholders.

Letter Agreement. Also on June 19, 2013, we entered into a letter agreement (the “Letter Agreement”) with TPG. The Letter Agreement provides that TPG and its affiliates and associates are considered exempt persons under the Rights Agreement, and any person who acquires common stock from TPG (and such person’s affiliates and associates) are exempt persons under the Rights Agreement, subject to certain conditions and exceptions.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare, 250 Royall Street, Canton, Massachusetts 02021. Computershare may be reached by telephone at (800) 850-3132.

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DESCRIPTION OF PREFERRED STOCK

This section describes the general terms and provisions of our preferred stock that may be offered by this prospectus. The prospectus supplement will describe the specific terms of the series of the preferred stock offered through that prospectus supplement and any general terms outlined in this section that will not apply to that series of preferred stock.

We have also filed our certificate of incorporation as an exhibit to the registration statement of which this prospectus is a part. You should read our certificate of incorporation and the certificate of designations relating to the applicable series of the preferred stock for additional information before you buy any preferred stock.

Pursuant to our certificate of incorporation, our board of directors has the authority, without further stockholder action, to issue a maximum of 10,000,000 shares of preferred stock, subject to the right of TPG to consent to the issuance of such preferred stock (as described under “Description of Common Stock—Anti-Takeover Provisions Pursuant to Contractual Arrangements—Stockholders Agreement”). As of June 3, 2016, there were no shares of preferred stock outstanding. The finance committee of the board of directors has the authority to determine or fix the following terms and conditions with respect to shares of any series of preferred stock:

• the number of shares and designation or title of the shares;

• dividend rights;

• whether and upon what terms the shares will be redeemable;

• whether and upon what terms the shares will be convertible or exchangeable;

• whether and upon what terms the shares will have a purchase or redemption account or sinking fund;

• the rights of the holders upon our liquidation, dissolution or winding up of the affairs or upon the distribution of our assets;

• limitations, while such series is outstanding, on dividends, acquisition of, or use of money for redemption of the common stock or any class of stock ranking on a parity with or junior to the shares of such series;

• the voting rights, if any, which will apply; and

• any other preferences, rights, limitations or restrictions of the series.

You should read the prospectus supplement relating to the particular series of the preferred stock it offers for specific terms, including:

• the title, stated value and liquidation preference of the preferred stock and the number of shares offered;

• the initial public offering price at which we will issue the preferred stock;

• the voting rights of the preferred stock;

• the dividend rate or rates, or method of calculation of dividends, the dividend periods, the dates on which dividends will be payable and whether the dividends will be cumulative or noncumulative and, if cumulative, the dates from which the dividends will start to cumulate;

• any redemption or sinking fund provisions;

• any conversion provisions; and

• any additional dividend, liquidation, redemption, sinking fund and other rights, preferences, privileges, limitations and restrictions.

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DESCRIPTION OF DEBT SECURITIES

This section describes the general terms and provisions of our debt securities. The prospectus supplement will describe the specific terms of the debt securities offered through that prospectus supplement and any general terms outlined in this section that will not apply to those debt securities.

The debt securities offered pursuant to this prospectus will be unsecured obligations, unless otherwise specified in the applicable prospectus supplement, and will be either senior debt securities or subordinated debt securities and may be convertible debt securities. Unless otherwise specified in the applicable prospectus supplement, the senior debt securities will be issued under the indenture dated as of February 4, 2011 between Wilmington Trust, National Association (as successor to Wilmington Trust FSB), as trustee (the “senior indenture”), and us, and the subordinated debt securities will be issued under an indenture between the subordinated trustee named in the applicable prospectus supplement (the “subordinated indenture”) and us.

We have summarized the material terms and provisions of the senior and subordinated indentures in this section. Where we make no distinction in our summary between senior debt securities and subordinated debt securities, the applicable information refers to any debt securities. We have also filed the senior indenture and the form of subordinated indenture as exhibits to the registration statement of which this prospectus is a part. You should read the applicable indenture for additional information before you buy any debt securities.

General

Neither indenture will limit the aggregate principal amount of debt securities we may issue and each indenture will provide that we may issue debt securities thereunder from time to time in one or more series. Neither indenture will limit the amount of other indebtedness or debt securities which we or our subsidiaries may issue.

Unless otherwise provided in the applicable prospectus supplement, any senior debt securities will be our unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness.

The debt securities are our unsecured senior or subordinated securities, as the case may be, but our assets include equity in our subsidiaries. As a result, our ability to make payments on our debt securities depends in part on our receipt of dividends, loan payments and other funds from our subsidiaries. In addition, if any of our subsidiaries becomes insolvent, the direct creditors of that subsidiary will have a prior claim on its assets. Our rights and the rights of our creditors, including your rights as an owner of our debt securities, will be subject to that prior claim, unless we are also a direct creditor of that subsidiary. This subordination of creditors of a parent company to prior claims of creditors of its subsidiaries is commonly referred to as structural subordination.

Unless otherwise specified in the applicable prospectus supplement, we may, without the consent of the holders of a series of debt securities, issue additional debt securities of that series having the same ranking and the same interest rate, maturity date and other terms (except for the price to public and issue date) as such debt securities. Any such additional debt securities, together with the initial debt securities, will constitute a single series of debt securities under the applicable indenture.

You should refer to the applicable prospectus supplement for a description of the specific series of debt securities we are offering by that prospectus supplement. The terms may include:

• the name of the issuer of the debt securities and, if applicable, the name of any guarantor;

• the title and specific designation of the debt securities, including whether they are senior debt securities or subordinated debt securities and, if applicable, whether the guarantee will be senior or subordinated;

• whether those debt securities will be guaranteed;

• the terms of subordination, if applicable;

• any limit on the aggregate principal amount of the debt securities or the series of which they are a part;

• whether the debt securities are convertible and, if so, the terms of conversion;

• the date or dates on which we must pay principal;

• the rate or rates at which the debt securities will bear interest or the manner in which interest will be determined, if any interest is payable;

• the date or dates from which any interest will accrue, the date or dates on which we must pay interest and the record date for determining who is entitled to any interest payment;

• the place or places where we must pay the debt securities and where any debt securities issued in registered form may be sent for transfer or exchange;

• the terms and conditions on which we may redeem the debt securities or be required to repurchase the debt securities;

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• the terms and conditions of any sinking fund;

• the provisions dealing with modifications, amendments and waivers of any terms of the debt securities;

• if other than denominations of $1,000, the denominations in which we may issue the debt securities;

• the amount we will pay if the maturity of the debt securities is accelerated;

• whether we will issue the debt securities in the form of one or more global securities and, if so, the identity of the depositary for the global security or securities;

• events of default or covenants (including relating to merger, consolidations and sales of assets) that apply to the debt securities;

• whether the debt securities will be defeasible; and

• any other terms of the debt securities and any other deletions from or modifications or additions to the applicable indenture in respect of the debt securities, including those relating to the subordination of any debt securities.

When we use the term “holder” in this prospectus with respect to a registered debt security, we mean the person in whose name such debt security is registered in the security register.

Unless otherwise specified in the applicable prospectus supplement, the debt securities will not be listed on any securities exchange.

Unless otherwise specified in the applicable prospectus supplement, we will pay principal, premium and interest on the debt securities at the office or agency we maintain for that purpose (initially the corporate trust office of the applicable trustee). Interest will be payable on any interest payment date to the registered owners of the debt securities at the close of business on the regular record date for the interest payment in immediately available funds. We will name in the applicable prospectus supplement all paying agents we initially designate for the debt securities. We may designate additional paying agents, rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, but we must maintain a paying agent in each place where payments on the debt securities are payable.

Unless otherwise specified in the applicable prospectus supplement, we will not pay any additional amounts on the debt securities offered thereby to compensate any beneficial owner for any United States tax withheld from payments on such debt securities.

Unless otherwise specified in the applicable prospectus supplement, the debt securities may be presented for transfer (duly endorsed or accompanied by a written instrument of transfer, if we or the security registrar so requires) or exchanged for other debt securities of the same series (containing identical terms and provisions, in any authorized denominations, and in the same aggregate principal amount) at the office or agency we maintain for that purpose (initially the corporate trust office of the applicable trustee). There will be no service charge for any transfer or exchange, but we may require payment sufficient to cover any tax or other governmental charge or expenses payable in connection with the transfer or exchange.

We may initially appoint the applicable trustee as security registrar. Any transfer agent (in addition to the security registrar) we initially designate for any debt securities will be named in the applicable prospectus supplement. We may designate additional transfer agents, rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, but we must maintain a transfer agent in each place where any payments on the debt securities are payable.

Unless otherwise stated in the applicable prospectus supplement, we will issue the debt securities only in fully registered form, without coupons, in minimum denominations of $1,000 and integral multiples of $1,000. The debt securities may be represented in whole or in part by one or more global debt securities. Each global security will be registered in the name of a depositary or its nominee and the global security will bear a legend regarding the restrictions on exchanges and registration of transfer. Interests in a global security will be shown on records maintained by the depositary and its participants, and transfers of those interests will be made as described below. Provisions relating to the use of global securities are more fully described below in the section entitled “— Book-Entry, Delivery and Form.”

We may issue the debt securities as original issue discount securities (bearing no interest or bearing interest at a rate which at the time of issuance is below market rates) to be sold at a substantial discount below their principal amount. We will describe certain special U.S. federal income tax and other considerations applicable to any debt securities that are issued as original issue discount securities in the applicable prospectus supplement.

If the purchase price of any debt securities is payable in one or more foreign currencies or currency units, or if any debt securities are denominated in one or more foreign currencies or currency units, or if any payments on the debt securities are payable in one or more foreign currencies or currency units, we will describe the restrictions, elections, certain U.S. federal income tax considerations, specific terms and other information about the debt securities and the foreign currency or currency units in the applicable prospectus supplement.

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We will comply with Section 14(e) under the Exchange Act, and any other tender offer rules under the Exchange Act that may then be applicable, in connection with any obligation to purchase debt securities at the option of the holders. Any such obligation applicable to a series of debt securities will be described in the applicable prospectus supplement.

Book-Entry, Delivery and Form

We have obtained the information in this section concerning The Depository Trust Company (“DTC”), Clearstream Banking S.A. (“Clearstream”), and Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and the book-entry system and procedures from sources that we believe to be reliable.

Unless otherwise specified in the applicable prospectus supplement, the debt securities will be issued as fully-registered global securities which will be deposited with, or on behalf of, DTC and registered, at the request of DTC, in the name of Cede & Co. Beneficial interests in the global securities will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct or indirect participants in DTC. The direct and indirect participants will remain responsible for keeping account of their holdings on behalf of their customers. Investors may elect to hold their interests in the global securities through either DTC (in the United States) or (in Europe) through Clearstream or through Euroclear. Investors may hold their interests in the global securities directly if they are participants of such systems, or indirectly through organizations that are participants in these systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective U.S. depositaries (collectively, the “U.S. Depositories”), which in turn will hold these interests in customers’ securities accounts in the depositaries’ names on the books of DTC. Unless otherwise specified in the applicable prospectus supplement, beneficial interests in the global securities will be held in denominations of $1,000 and multiples of $1,000 in excess thereof. Except as set forth below, the global securities may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee.

Debt securities represented by a global security can be exchanged for definitive securities in registered form only if:

• DTC notifies us that it is unwilling or unable to continue as depositary for that global security and we do not appoint a qualified successor depositary within 90 days after receiving that notice;

• at any time DTC ceases to be a clearing agency registered under the Exchange Act and we do not appoint a successor depositary within 90 days after becoming aware that DTC has ceased to be registered as a clearing agency;

• we in our sole discretion determine that such global security will be exchangeable for definitive securities in registered form or elect to terminate the book-entry system through DTC and notify the applicable trustee of our decision; or

• an event of default with respect to the debt securities represented by that global security has occurred and is continuing.

A global security that can be exchanged as described in the preceding sentence will be exchanged for definitive securities issued in authorized denominations in registered form for the same aggregate amount. The definitive securities will be registered in the names of the owners of the beneficial interests in the global security as directed by DTC.

We will make principal and interest payments on all debt securities represented by a global security to the paying agent which in turn will make payment to DTC or its nominee, as the case may be, as the sole registered owner and the sole holder of the debt securities represented by a global security for all purposes under the applicable indenture. Accordingly, we, the applicable trustee and any paying agent will have no responsibility or liability for:

• any aspect of DTC’s records relating to, or payments made on account of, beneficial ownership interests in a debt security represented by a global security;

• any other aspect of the relationship between DTC and its participants or the relationship between those participants and the owners of beneficial interests in a global security held through those participants; or

• the maintenance, supervision or review of any of DTC’s records relating to those beneficial ownership interests.

DTC has advised us that its current practice is to credit direct participants’ accounts on each payment date with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global security as shown on DTC’s records, upon DTC’s receipt of funds and corresponding detail information. The underwriters or agents for the debt securities represented by a global security will initially designate the accounts to be credited. Payments by participants to owners of beneficial interests in a global security will be governed by standing instructions and customary practices, as is the case with securities held for customer accounts registered in “street name,” and will be the sole responsibility of those participants, and not of DTC or its nominee, the applicable trustee, any agent of ours, or us, subject to any statutory or regulatory requirements. Book-entry notes may be more difficult to pledge because of the lack of a physical note.

DTC

So long as DTC or its nominee is the registered owner of a global security, DTC or its nominee, as the case may be, will be considered the sole owner and holder of the debt securities represented by that global security for all purposes of the debt securities.

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Owners of beneficial interests in the debt securities will not be entitled to have debt securities registered in their names, will not receive or be entitled to receive physical delivery of the debt securities in definitive form and will not be considered owners or holders of debt securities under the applicable indenture. Accordingly, each person owning a beneficial interest in a global security must rely on the procedures of DTC and, if that person is not a DTC participant, on the procedures of the participant through which that person owns its interest, to exercise any rights of a holder of debt securities. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of the securities in certificated form. These laws may impair the ability to transfer beneficial interests in a global security. Beneficial owners may experience delays in receiving distributions on their debt securities since distributions will initially be made to DTC and must then be transferred through the chain of intermediaries to the beneficial owner’s account.

We understand that, under existing industry practices, if we request holders to take any action, or if an owner of a beneficial interest in a global security desires to take any action which a holder is entitled to take under the applicable indenture, then DTC would authorize the participants holding the relevant beneficial interests to take that action and those participants would authorize the beneficial owners owning through such participants to take that action or would otherwise act upon the instructions of beneficial owners owning through them.

Beneficial interests in a global security will be shown on, and transfers of those ownership interests will be effected only through, records maintained by DTC and its participants for that global security. The conveyance of notices and other communications by DTC to its participants and by its participants to owners of beneficial interests in the debt securities will be governed by arrangements among them, subject to any statutory or regulatory requirements in effect.

DTC has advised us that it is a limited-purpose trust company organized under the 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 under the Exchange Act. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries.

DTC holds the securities of its participants and facilitates the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of its participants. The electronic book-entry system eliminates the need for physical certificates. DTC’s participants include securities brokers and dealers, including underwriters, banks, trust companies, clearing corporations and certain other organizations, some of which, and/or their representatives, own DTCC. Banks, brokers, dealers, trust companies and others that clear through or maintain a custodial relationship with a participant, either directly or indirectly, also have access to DTC’s book-entry system. The rules applicable to DTC and its participants are on file with the SEC.

DTC has advised us that the above information with respect to DTC has been provided to its participants and other members of the financial community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.

Clearstream

Clearstream has advised us that it is incorporated under the laws of Luxembourg and acts as a professional depositary. Clearstream holds securities for its participating organizations, or “Clearstream Participants,” and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic securities markets in several countries. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Clearstream’s U.S. Participants are limited to securities brokers and dealers and banks. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant either directly or indirectly.

Distributions with respect to debt securities held beneficially through Clearstream will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures, to the extent received by the U.S. Depositary for Clearstream.

Euroclear

Euroclear has advised us that it was created in 1968 to hold securities for participants of Euroclear, or “Euroclear Participants,” and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against

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payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear performs various other services, including securities lending and borrowing and interacts with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V., or the “Euroclear Operator,” under contract with Euroclear plc, a U.K. corporation. All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not Euroclear plc. Euroclear plc establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks, including central banks, securities brokers and dealers and other professional financial intermediaries. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly. Euroclear is an indirect participant in DTC.

The Euroclear Operator is a Belgian bank. As such it is regulated by the Belgian Banking and Finance Commission and the National Bank of Belgium.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law, which we will refer to herein as the “Terms and Conditions.” The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants.

Distributions with respect to debt securities held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions, to the extent received by the Euroclear Operator.

Euroclear has further advised us that investors that acquire, hold and transfer interests in the debt securities by book-entry through accounts with the Euroclear Operator or any other securities intermediary are subject to the laws and contractual provisions governing their relationship with their intermediary, as well as the laws and contractual provisions governing the relationship between such an intermediary and each other intermediary, if any, standing between themselves and the global securities.

Global Clearance and Settlement Procedures

Unless otherwise specified in the applicable prospectus supplement, initial settlement for the debt securities will be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System. Secondary market trading between Clearstream Participants and/or Euroclear Participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream Participants or Euroclear Participants, on the other, will be effected through DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its U.S. Depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. Depositary to take action to effect final settlement on its behalf by delivering or receiving debt securities through DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream Participants and Euroclear Participants may not deliver instructions directly to their respective U.S. Depositaries.

Because of time-zone differences, credits of debt securities received through Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any transactions in such debt securities settled during such processing will be reported to the relevant Euroclear Participants or Clearstream Participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of debt securities by or through a Clearstream Participant or a Euroclear Participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

If the debt securities are cleared only through Euroclear and Clearstream (and not DTC), you will be able to make and receive through Euroclear and Clearstream payments, deliveries, transfers, exchanges, notices, and other transactions involving any securities held through those systems only on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers, and other institutions are open for business in the United States. In addition, because of time-zone differences, U.S. investors who hold their interests in the securities through these systems and wish to transfer their interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, on a particular day may find that the

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transaction will not be effected until the next business day in Luxembourg or Brussels, as applicable. Thus, U.S. investors who wish to exercise rights that expire on a particular day may need to act before the expiration date.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of debt securities among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be modified or discontinued at any time. Neither we nor any paying agent will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective direct or indirect participants of their obligations under the rules and procedures governing their operations.

Notices

Unless otherwise specified in the applicable prospectus supplement, any notices required to be given to the holders of the debt securities in global form will be given to the depositary.

Governing Law

The senior indenture is, and the senior debt securities will be, governed by and will be construed in accordance with New York law. Unless otherwise specified in the applicable prospectus supplement, the subordinated indenture and the subordinated debt securities will be governed by and will be construed in accordance with New York law.

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DESCRIPTION OF WARRANTS

We may issue, either separately or together with other securities, warrants for the purchase of common stock, preferred stock, debt securities or other securities.

The warrants will be issued under warrant agreements to be entered into between us and a bank or trust company, as warrant agent, all to be set forth in the applicable prospectus supplement. Copies of the form of agreement for each warrant and the warrant certificate, if any (collectively, the “warrant agreements”) and reflecting the provisions to be included in such agreements that will be entered into with respect to a particular offering of each type of warrant, will be filed with the SEC and incorporated by reference as exhibits to the registration statement of which this prospectus is a part.

The following description sets forth certain general terms and provisions of the warrants to which any prospectus supplement may relate. The particular terms of the warrants to which any prospectus supplement may relate and the extent, if any, to which the general provisions may apply to the warrants so offered will be described in the applicable prospectus supplement. You should read the applicable warrant agreement for additional information before you purchase any of our warrants.

The applicable prospectus supplement will describe the terms of the warrants, as well as the related warrant agreement and warrant certificates, including the following, where applicable:

• the number of securities purchasable upon exercise of each warrant and the initial price at which the number of securities may be purchased upon such exercise;

• the designation and terms of the securities, if other than common stock, purchasable upon exercise of the warrants and of any securities, if other than common stock, with which the warrants are issued;

• the procedures and conditions relating to the exercise of the warrants;

• the date, if any, on and after which the warrants, and any securities with which the warrants are issued, will be separately transferable;

• the offering price, if any, of the warrants;

• the date on which the right to exercise the warrants will commence and the date on which that right will expire;

• if applicable, a discussion of the material United States federal income tax considerations applicable to the exercise of the warrants;

• whether the warrants represented by the warrant certificates will be issued in registered or bearer form and, if registered, where they may be transferred and registered;

• call provisions, if any, of the warrants;

• antidilution provisions, if any, of the warrants; and

• any other material terms of the warrants.

Before the exercise of their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon the exercise of the warrants, and will not be entitled to, among other things, vote or receive dividend payments or similar distributions on the securities purchasable upon exercise.

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DESCRIPTION OF UNITS

We may issue units to purchase one or more of the securities referenced herein. The terms of such units will be set forth in the applicable prospectus supplement. The form of units and the applicable unit agreement will be filed with the SEC and incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read the applicable unit agreement and unit before you purchase any of our units.

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DESCRIPTION OF GUARANTEES

To the extent provided in the applicable prospectus supplement, the debt securities offered and sold pursuant to this prospectus may be guaranteed by one or more guarantors. Each guarantee will be issued under a supplement to the particular indenture. The prospectus supplement relating to a particular issue of guarantees will describe the terms of those guarantees, including the following, to the extent applicable:

• the series of debt securities to which the guarantees apply;

• whether the guarantees are secured or unsecured;

• whether the guarantees are senior, senior subordinated or subordinated;

• the terms under which the guarantees may be amended, modified, waived, released or otherwise terminated, if different from the provisions applicable to the guaranteed debt securities; and

• additional terms of the guarantees.

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PLAN OF DISTRIBUTION

We may sell the securities offered under this prospectus through agents, through underwriters or dealers or directly to one or more purchasers.

Underwriters, dealers and agents that participate in the distribution of the securities offered under this prospectus may be underwriters as defined in the Securities Act of 1933, as amended (the “Securities Act”) and any discounts or commissions received by them from us and any profit on the resale of the offered securities by them may be treated as underwriting discounts and commissions under the Securities Act. Any underwriters or agents will be identified and their compensation, including any underwriting discount or commission, will be described in the applicable prospectus supplement. The applicable prospectus supplement will also describe other terms of the offering, including the initial public offering price, any discounts or concessions allowed or reallowed or paid to dealers and any securities exchanges on which the offered securities may be listed.

The distribution of the securities offered under this prospectus may occur from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to the prevailing market prices or at negotiated prices.

We may determine the price or other terms of the securities offered under this prospectus by use of an electronic auction. We will describe in the applicable prospectus supplement how any auction will be conducted to determine the price or any other terms of the securities, how potential investors may participate in the auction and, where applicable, the nature of the underwriters’ obligations with respect to the auction.

If the applicable prospectus supplement indicates, we will authorize dealers or our agents to solicit offers by institutions to purchase offered securities from us under contracts that provide for payment and delivery on a future date. We must approve all institutions, but they may include, among others:

• commercial and savings banks;

• insurance companies;

• pension funds;

• investment companies; and

• educational and charitable institutions.

The institutional purchaser’s obligations under the contract are only subject to the condition that the purchase of the offered securities at the time of delivery is allowed by the laws that govern the purchaser. The dealers and our agents will not be responsible for the validity or performance of the contracts.

We may have agreements with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments which the underwriters, dealers or agents may be required to make as a result of those certain civil liabilities.

In connection with any offering of the securities offered under this prospectus, underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of such securities or any other securities the prices of which may be used to determine payments on such securities. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by underwriters of a greater number of securities than the underwriters are required to purchase in the offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the securities while the offering is in progress.

Underwriters may also impose a penalty bid in any offering of securities offered under this prospectus through a syndicate of underwriters. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the other underwriters have repurchased securities sold by or for the account of such underwriter in stabilizing or short covering transactions.

These activities by underwriters may stabilize, maintain or otherwise affect the market price of the securities offered under this prospectus. As a result, the price of such securities may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by underwriters at any time. These transactions may be effected in the over-the-counter market or otherwise.

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LEGAL MATTERS

Faegre Baker Daniels LLP, Minneapolis, Minnesota, will pass upon certain legal matters relating to the issuance and sale of the securities offered hereby. Certain other legal matters will be passed on for us by Troutman Sanders LLP, Charlotte, North Carolina, and Melisa Boross Konderik, who is Assistant General Counsel of AV Homes, Inc., or another of our lawyers. Ms. Konderik owns, or has the right to acquire, a number of shares of our common stock which represents less than 0.1% of our total outstanding common stock. Additional legal matters may be passed upon for us or any underwriters, dealers or agents by counsel that we will name in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements of AV Homes, Inc. appearing in AV Homes, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2015, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon included therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the report of Ernst & Young LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Expenses payable in connection with the registration and distribution of the securities being registered hereunder, all of which will be borne by the registrant, are as follows. All amounts are estimates, except the SEC registration fee.

Registration fee	$	30,210
Trustee fees and expenses	$	27,000	*
Transfer Agent fees and expenses	$	5,000	*
Printing expenses	$	75,000	*
Legal fees and expenses	$	350,000	*
Accounting fees and expenses	$	75,000	*
Miscellaneous	$	5,790	*
Total	$	568,000	*

* Estimated pursuant to instruction to Item 511 of Regulation S-K.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Generally, Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”), permits a corporation to indemnify certain persons made a party to an action by reason of the fact that such 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 or enterprise. To the extent that person has been successful in any such matter, that person shall be indemnified against expenses actually and reasonably incurred by him. In the case of an action by or in the right of the corporation, no indemnification may be made in respect of any matter as to which that person was adjudged liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which the action was brought determines that, despite the adjudication of liability, that person is fairly and reasonably entitled to indemnity for proper expenses.

Our certificate of incorporation and our bylaws provide for indemnification of our officers and directors to the fullest extent permitted by law.

Section 102(b)(7) of the DGCL enables a Delaware corporation to include a provision in its certificate of incorporation limiting a director’s liability to the corporation or its stockholders for monetary damages for breaches of fiduciary duty as a director. We have adopted provisions in our certificate of incorporation that provide for such limitation to the fullest extent permitted under Delaware law.

Our directors and officers are covered by insurance policies indemnifying against certain liabilities, including certain liabilities arising under the Securities Act, which might be incurred by them in such capacities and against which they may not be indemnified by us.

The underwriting agreements that we may enter into may provide for indemnification by any underwriters of us, our directors, our officers who sign this registration statement and our controlling persons for certain liabilities, including liabilities arising under the Securities Act.

ITEM 16. EXHIBITS

Reference is made to the information contained in the Exhibit Index filed as part of this Registration Statement, which information is incorporated herein by reference.

ITEM 17     UNDERTAKINGS

(a) 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 a

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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;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of 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 offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 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 purchaser with a time of contract of sale prior to such effective date, 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 effective date.

(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, the undersigned registrant undertakes 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 registrant 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 offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering 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 offering 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 offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes 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 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.

(c) 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 advised 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

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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.

(d) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 (the “Trust indenture Act”) in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on June 16, 2016.

AV HOMES, INC.
By:	/s/ Roger A. Cregg
	Roger A. Cregg
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on June 16, 2016 by the following persons in the capacities indicated with AV Homes, Inc.:

/s/ Roger A. Cregg                                                                      Roger A. Cregg	President and Chief Executive Officer (Principal Executive Officer) and Director
/s/Michael S. Burnett                                                                   Michael S. Burnett	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Paul D. Barnett	)	A majority of the Board of Directors*
Roger W. Einiger	)
Paul Hackwell	)
Joshua L. Nash	)
Jonathan M. Pertchik	)
Michael F. Profenius	)
Aaron D. Ratner	)
Joel M. Simon	)

* S. Gary Shullaw, by signing his name hereto, does hereby sign this document on behalf of each of the directors named above pursuant to powers of attorney duly executed by the directors named and filed with the Securities and Exchange Commission on behalf of such directors.

By:	/s/ S. Gary Shullaw
	S. Gary Shullaw Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on June 16, 2016.

AVATAR PROPERTIES INC.
By:		/s/ Roger A. Cregg
		Roger A. Cregg
		President
AVH CAROLINAS, LLC
BONTERRA BUILDERS, LLC
JCH GROUP LLC
ROYAL OAK HOMES, LLC
VITALIA AT TRADITION, LLC
	By:	AVATAR PROPERTIES INC.,
		its sole member
	By:	/s/ Roger A. Cregg
		Roger A. Cregg
		President

AVH BETHPAGE, LLC
By:	AVH CAROLINAS, LLC,
	its sole member
By:	AVATAR PROPERTIES INC.,
	its sole member
By:	/s/ Roger A. Cregg
	Roger A. Cregg
	President

AV HOMES OF ARIZONA, LLC
AVH EM, LLC
By:	JCH GROUP LLC,
	its sole member
By:	AVATAR PROPERTIES INC.,
	its sole member
By:	/s/ Roger A. Cregg
	Roger A. Cregg
	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on June 16, 2016 by the following persons in the capacities indicated for Avatar Properties Inc. on its own behalf and as the direct or indirect sole member of each of AV Homes of Arizona, LLC; AVH Bethpage, LLC; AVH Carolinas, LLC; AVH EM, LLC; Bonterra Builders, LLC; JCH Group LLC; Royal Oak Homes, LLC; and Vitalia at Tradition, LLC:

/s/ Roger A. Cregg	President (Principal Executive Officer) and Director
Roger A. Cregg

/s/ Michael S. Burnett	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director
Michael S. Burnett
/s/ S. Gary Shullaw	Director
S. Gary Shullaw

EXHIBIT INDEX

EXHIBITS

The following exhibits are filed herewith or incorporated by reference herein:

1.1	Form of Underwriting Agreement for Common Stock.*
1.2	Form of Underwriting Agreement for Preferred Stock.*
1.3	Form of Underwriting Agreement for Debt Securities.*
1.4	Form of Underwriting Agreement for Warrants.*
1.5	Form of Underwriting Agreement for Units.*
4.1	Certificate of Incorporation, as amended and restated May 28, 1998 (filed as Exhibit 3(a) to Registrant’s Form 10-Q for the quarter ended June 30, 1998 (SEC File No. 1-07395), and incorporated herein by reference).
4.2	Certificate of Amendment of Restated Certificate of Incorporation, dated May 26, 2000 (filed as Exhibit 3(a) to Registrant’s Form 10-Q for the quarter ended June 30, 2000 (SEC File No. 1-07395), and incorporated herein by reference).
4.3	Certificate of Ownership and Merger Merging AV Homes, Inc., a Delaware corporation, with and into the Registrant (filed as Exhibit 3.1 to Registrant’s Form 8-K dated February 15, 2012 (SEC File No. 1-07395), and incorporated herein by reference).
4.5	Certificate of Designation of Series B Junior Participating Preferred Stock (filed as Exhibit 3.2 to Registrant’s Form 8–K filed on June 20, 2013 (SEC File No. 107395), and incorporated herein by reference).
4.6	Stockholders Agreement, dated June 20, 2013, by and between the Registrant and TPG Aviator, L.P. (filed as Exhibit 10.2 to Form 8–K filed on June 20, 2013 (SEC File No. 107395), and incorporated herein by reference).
4.7	Rights Agreement, dated June 20, 2013, by and between the Registrant and Computershare Shareowners Services LLC, as Rights Agent (filed as Exhibit 4.1 to Registrant’s Form 8–K filed on June 20, 2013 (SEC File No. 107395), and incorporated herein by reference).
4.8	Letter Agreement, dated June 19, 2013, by and between the Registrant and TPG Aviator, L.P. (filed as Exhibit 10.5 to Registrant’s Form 8–K filed on June 20, 2013 (SEC File No. 107395), and incorporated herein by reference).
4.9	Specimen Common Stock Certificate (filed as Exhibit 1(a) to Registrant’s Registration Statement on Form 8-A, filed on October 15, 1980 (SEC File No. 0-7616; 1-07395), and incorporated herein by reference).
4.10	Form of Certificate of Designation of Preferred Stock.*
4.11	Specimen Preferred Stock Certificate.*
4.12	Indenture, dated February 4, 2011, between the Registrant and Wilmington Trust, National Association (as successor to Wilmington Trust FSB), as Trustee (filed as Exhibit 4.1 to Registrant’s Form 8-K dated February 4, 2011 (SEC File No. 1-07395), and incorporated herein by reference).
4.13	Form of Senior Note.*
4.14	Form of Subordinated Indenture (filed as Exhibit 4.10 to Registrant’s Registration Statement on Form S-3 dated April 5, 2013 (SEC File No. 333-187763), and incorporated herein by reference).
4.15	Form of Subordinated Note.*
4.16	Form of Warrant Agreement.*
4.17	Form of Unit Agreement.*
5.1	Opinion of Faegre Baker Daniels LLP.
5.2	Opinion of Melisa Boross Konderik, Assistant General Counsel of AV Homes, Inc.
5.3	Opinion of Troutman Sanders LLP.
12.1	Computation of Ratios of Earnings to Fixed Charges.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Faegre Baker Daniels LLP (included in Exhibit 5.1).
23.2	Consent of Troutman Sanders LLP (included in Exhibit 5.3).
24.1	Powers of Attorney.

25.1	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of Wilmington Trust, National Association.
25.2	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Subordinated Indenture.**

* To be filed by amendment or as an exhibit to a document to be incorporated by reference herein in connection with an offering of securities.

** To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.

EX-5.1

Exhibit 5.1            

Faegre Baker Daniels LLP

2200 Wells Fargo Center 90 South Seventh Street

Minneapolis Minnesota 55402-3901

Phone +1 612 766 7000

Fax +1 612 766 1600

June 16, 2016

AV Homes, Inc.

8601 N. Scottsdale Road, Suite 225

Scottsdale, Arizona 85253

Ladies and Gentlemen:

We have acted as counsel for AV Homes, Inc., a Delaware corporation (the “Company”), and certain of its direct and indirect subsidiaries listed on Annex A hereto (collectively, the “Subsidiary Guarantors”), in connection with the preparation of a Registration Statement on Form S-3 (the “Registration Statement”) of the Company filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed offer and sale from time to time of the following securities (the “Securities”), which together shall have a maximum aggregate initial offering price of up to $300,000,000:

(i) senior debt securities of the Company (the “Senior Debt Securities”) issuable directly or upon exercise of the Warrants (as defined below);

(ii) subordinated debt securities of the Company (the “Subordinated Debt Securities” and, together with the Senior Debt Securities, the “Debt Securities”) issuable directly or upon exercise of the Warrants;

(iii) preferred stock, par value $0.10 per share, of the Company (the “Preferred Stock”) issuable directly or upon the conversion or exercise of Warrants, Debt Securities or other Preferred Stock;

(iv) common stock, par value $1.00 per share, of the Company (the “Common Stock”), issuable directly or upon conversion or exercise of Warrants, Debt Securities or Preferred Stock;

(v) warrants (the “Warrants”) entitling the holders to purchase Common Stock, Preferred Stock or Debt Securities;

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June 16, 2016

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(vi) units of the above securities (the “Units”); and

(vii) guarantees of the Debt Securities by one or more of the Subsidiary Guarantors (each a “Guarantee” and collectively the “Guarantees”).

The Securities may be offered separately or together with other Securities, in separate series, and in amounts, at prices and on terms to be set forth in the prospectus and one or more supplements to the prospectus (collectively, the “Prospectus”) constituting a part of the Registration Statement, and in the Registration Statement.

The Senior Debt Securities and any Guarantees thereof are to be issued under the Indenture, dated February 4, 2011, between the Company and Wilmington Trust FSB, as trustee (the “Senior Trustee”), which is filed as Exhibit 4.12 to the Registration Statement (the “Senior Indenture”), as such Senior Indenture may be supplemented from time to time. The Subordinated Debt Securities and any Guarantees thereof are to be issued under an indenture substantially in the form filed as Exhibit 4.14 to the Registration Statement, with appropriate insertions (the “Subordinated Indenture” and, together with the Senior Indenture, each an “Indenture” and collectively the “Indentures”), to be entered into by the Company and a trustee to be named by the Company (the “Subordinated Trustee” and, together with the Senior Trustee, each a “Trustee” and collectively the “Trustees”), as such Subordinated Indenture may be supplemented from time to time. Each series of Preferred Stock is to be issued under the Restated Certificate of Incorporation, as amended, of the Company (the “Certificate of Incorporation”) and a certificate of designation (a “Certificate of Designation”) to be approved by the Board of Directors of the Company or a committee thereof and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) in accordance with the Delaware General Corporation Law. The Common Stock is to be issued under the Certificate of Incorporation. The Warrants are to be issued under one or more warrant agreements in a form to be filed and incorporated into the Registration Statement, with appropriate insertions (each, a “Warrant Agreement”), to be entered into by the Company and a warrant agent to be named by the Company (the “Warrant Agent”). The Units are to be issued under one or more unit agreements in a form to be filed and incorporated into the Registration Statement, with appropriate insertions (each, a “Unit Agreement”), to be entered into by the Company and a unit agent to be named by the Company (the “Unit Agent”). The Senior Indenture, the Subordinated Indenture, the Certificate of Incorporation, each Certificate of Designation, each Warrant Agreement and each Unit Agreement are referred to herein individually as a “Governing Document” and collectively as the “Governing Documents.”

As part of the corporate or limited liability company actions taken and to be taken (the “Corporate Proceedings”) in connection with issuance of any Securities to be issued and sold from time to time under the Registration Statement, the Board of Directors (or comparable governing body) of the Company or the relevant Subsidiary Guarantor, a committee thereof or certain authorized officers of the Company or such Subsidiary Guarantor as authorized by such Board of Directors will, before such Securities are issued under the Registration Statement, duly authorize the issuance and approve the terms of such Securities.

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June 16, 2016

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We have examined or are otherwise familiar with the Certificate of Incorporation and the Amended and Restated By-Laws of the Company (the “By-Laws”), the constituent documents of each Subsidiary Guarantor organized under the laws of the State of Delaware, the Registration Statement, such of the Corporate Proceedings that have occurred as of the date hereof, and such other documents, records and instruments as we have deemed necessary or appropriate for the purposes of this opinion.

Based on the foregoing, we are of the opinion that:

1. upon the qualification of the Senior Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), the Senior Indenture will be a valid and binding obligation of the Company;

2. with respect to any Senior Debt Securities, upon (a) the qualification of the Senior Indenture under the Trust Indenture Act, (b) the completion of all required Corporate Proceedings with respect to the issuance and terms of such Senior Debt Securities, (c) the due execution and delivery by the Company of such Senior Debt Securities, (d) the due authentication by the Senior Trustee of such Senior Debt Securities pursuant to the Senior Indenture, (e) due execution and delivery by the Company of any supplements to the Senior Indenture, (f) in the case of Senior Debt Securities issuable upon conversion or exercise of or as a component of any other Security, the completion of the actions in respect of such other Security and the Governing Documents therefor referred to in the opinions set forth herein, and (g) in the case of Senior Debt Securities issuable in upon conversion or exercise of any other Security, the issuance and delivery of such Senior Debt Securities upon conversion or exercise of such other Security in accordance with the terms of such other Security and the Governing Documents therefor, such Senior Debt Securities will be valid and binding obligations of the Company;

3. upon (a) the due authorization, execution and delivery by the Company of the Subordinated Indenture, and (b) the qualification of the Subordinated Indenture under the Trust Indenture Act, the Subordinated Indenture will be a valid and binding obligation of the Company;

4. with respect to any Subordinated Debt Securities, upon (a) the due authorization, execution and delivery by the Company of the Subordinated Indenture, (b) the qualification of the Subordinated Indenture under the Trust Indenture Act, (c) the completion of all required Corporate Proceedings with respect to the issuance and terms of such Subordinated Debt Securities, (d) the due execution and delivery by the Company of such Subordinated Debt Securities, (e) due execution and delivery by the Company of any supplements to the Subordinated Indenture, (f) the due authentication by the Subordinated Trustee of such Subordinated Debt Securities pursuant to the Subordinated Indenture, (g) in the case of Subordinated

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Debt Securities issuable upon conversion or exercise of or as a component of any other Security, the completion of the actions in respect of such other Security and the Governing Documents therefor referred to in the opinions set forth herein, and (h) in the case of Subordinated Debt Securities issuable upon conversion or exercise of any other Security, the issuance and delivery of such Subordinated Debt Securities upon conversion or exercise of such other Security in accordance with the terms of such other Security and the Governing Documents therefor, such Subordinated Debt Securities will be valid and binding obligations of the Company;

5. with respect to any Preferred Stock, upon (a) the completion of all required Corporate Proceedings with respect to the issuance and terms of such Preferred Stock, (b) the due authorization, execution, acknowledgment, delivery and filing by the Company with, and recording by, the Delaware Secretary of State of a Certificate of Designation in respect of such Preferred Stock, (c) the due execution, registration of issuance and delivery by the Company of certificates representing such Preferred Stock, (d) in the case of Preferred Stock issuable upon conversion or exercise of or as a component of any other Security, the completion of the actions in respect of such other Security and the Governing Documents therefor referred to in the opinions set forth herein, (e) in the case of Preferred Stock issuable in upon conversion or exercise of any other Security, the issuance and delivery of such Preferred Stock upon conversion or exercise of such other Security in accordance with the terms of such other Security and the Governing Documents therefor, such Preferred Stock will be duly and validly issued, fully paid and nonassessable;

6. with respect to any Common Stock, upon (a) the completion of all required Corporate Proceedings with respect to the issuance of such Common Stock, (b) the due execution, registration of issuance and delivery by the Company of certificates representing such Common Stock, (c) in the case of Common Stock issuable in upon conversion or exercise of or as a component of any other Security, the completion of the actions in respect of such other Security and the Governing Documents therefor referred to in the opinions set forth herein, and (d) in the case of Common Stock issuable upon conversion or exercise of any other Security, the issuance and delivery of such Common Stock upon conversion or exercise of such other Security in accordance with the terms of such other Security and the Governing Documents therefor, such Common Stock will be duly and validly issued, fully paid and nonassessable;

7. with respect to any Warrants, upon (a) the completion of all required Corporate Proceedings relating to the terms and issuance of the Warrants, (b) the due authorization, execution and delivery by the Company of a Warrant Agreement in respect thereof, (c) the due execution and delivery by the Company of the Warrants, (d) the due authentication of the Warrants by the Warrant Agent, and

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(e) in the case of Warrants issuable as a component of any other Security, the completion of the actions in respect of such other Security and the Governing Documents therefor referred to in the opinions set forth herein, such Warrant Agreement will be a valid and binding obligation of the Company and the Warrants will be valid and binding obligations of the Company;

8. with respect to any Units, upon (a) the completion of all required Corporate Proceedings relating to the terms and issuance of the Units, (b) the due authorization, execution and delivery by the Company of a Unit Agreement in respect thereof, and (c) the due execution and delivery by the Company of the Units, such Unit Agreement will be a valid and binding obligation of the Company and the Units will be valid and binding obligations of the Company; and

9. with respect to any Guarantee of Debt Securities by a Subsidiary Guarantor, upon (a) the completion of all required Corporate Proceedings, (b) the due execution and delivery by such Subsidiary Guarantor of the applicable Indenture (including any applicable supplements to the Indenture) and any notation of guarantee evidencing such Guarantee, and (c) the completion of the actions in respect of such Debt Securities referred to in the opinions set forth herein, such Guarantee will be valid and binding obligation of such Subsidiary Guarantor.

To the extent they relate to the validity, binding effect or enforceability of provisions of any instrument or agreement, each of the foregoing opinions is limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance, receivership and other laws of general application affecting the enforcement of creditors’ rights, (ii) general equity principles, including without limitation, concepts of materiality, reasonableness, good faith, fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies, whether considered in a proceeding in equity or at law, (iii) public policy considerations that may limit the rights of parties to obtain specific remedies or enforce specific terms, and (iv) governmental authority to limit, delay or prohibit the making of payments outside the United States.

The foregoing opinions assume that (a) the Registration Statement and any amendments relating thereto shall have become effective under the Securities Act and will continue to be effective, (b) a prospectus supplement describing each class or series of Securities offered pursuant to the Registration Statement, to the extent required by applicable law, will be timely filed with the Commission, (c) at the time any Securities or Governing Documents are authorized, issued, executed, authenticated, acknowledged, delivered or filed (as the case may be), the Company and each relevant Subsidiary Guarantor organized under the laws of the State of Delaware will remain duly organized, validly existing and in good standing under the laws of the State of Delaware, each other relevant Subsidiary Guarantor will be duly organized, validly existing and in good standing under the laws of its state of organization, there will not have occurred any change in the law or in the Certificate of Incorporation or By-Laws or in the constituent

AV Homes, Inc.

and the Subsidiary Guarantors

June 16, 2016

Page 6

documents of any relevant Subsidiary Guarantor affecting such authorization, issuance, execution, authentication, acknowledgement, delivery or filing, and no relevant Corporate Proceedings will have been modified or rescinded, (d) the terms of the Securities will be established in conformity with the applicable Governing Documents and so as not to violate or be void under any applicable law, (e) the Securities will be issued (i) upon receipt by the Company of the consideration therefor (or, in the case of any Guarantee, the consideration for the Debt Securities guaranteed thereby) designated in the applicable Corporate Proceedings (or, to the extent provided in the applicable Corporate Proceedings, upon conversion or exercise of any other Securities in accordance with the terms of such other Securities and the related Governing Documents), which consideration shall be lawful, and (ii) otherwise in accordance with, and in compliance with any limitations set forth in, the applicable Corporate Proceedings, (f) the number or amount of any Securities issued will not exceed the then remaining unreserved and unissued number or amount of such Securities authorized for issuance in the applicable Governing Documents, (g) all certificates evidencing any Securities will be in the form required by law and approved for issuance by the Company or the relevant Subsidiary Guarantor, (h) none of the authorization, issuance, execution, authentication, acknowledgement, delivery or filing of any Securities or Governing Documents, nor compliance by the Company or any relevant Subsidiary Guarantor with its obligations thereunder, will violate, conflict with or constitute a default or event of default under, or require any filing with or approval of any court or governmental body under, the Certificate of Incorporation or By-Laws or the constituent documents of any relevant Subsidiary Guarantor then in effect, any law then applicable to the Company or any relevant Subsidiary Guarantor, any agreement or instrument then binding upon the Company or any relevant Subsidiary Guarantor, or any then effective order of any court or governmental body having jurisdiction over the Company or any relevant Subsidiary Guarantor, and (i) any Securities issuable upon conversion or exercise of or as a component of any offered Securities will have been duly authorized and reserved for issuance (in each case, within the limits of the then remaining authorized but unreserved and unissued amounts of such Securities).

We have relied as to certain relevant facts upon certificates of public officials and certificates of and/or information provided by officers and employees of the Company and the Subsidiary Guarantors as to the accuracy of such factual matters without independent verification thereof or other investigation. We have also relied, without investigation, upon the following assumptions: (a) natural persons acting on behalf of the Company or any relevant Subsidiary Guarantor have sufficient legal capacity to enter into and perform, on behalf of the Company or such Subsidiary Guarantor, the transaction in question or carry out their role in it, (b) each party to any instrument or agreement relevant hereto other than the Company or any Subsidiary Guarantor has satisfied those legal requirements that are applicable to it to the extent necessary to make such instrument or agreement enforceable against it, (c) each party to any instrument or agreement relevant hereto other than the Company or any Subsidiary Guarantor has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce such instrument or agreement against the Company or such Subsidiary Guarantor, (d) each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine, (e) there has not been any mutual mistake of fact

AV Homes, Inc.

and the Subsidiary Guarantors

June 16, 2016

Page 7

or misunderstanding, fraud, duress or undue influence, (f) the conduct of the parties to any instrument or agreement relevant hereto has complied with any requirement of good faith, fair dealing and conscionability, (g) 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 any of instrument or agreement relevant hereto, (h) all statutes, judicial and administrative decisions, and rules and regulations of governmental agencies, constituting the law of any relevant jurisdiction are generally available (i.e., in terms of access and distribution following publication or other release) to lawyers practicing in such jurisdiction and are in a format that makes legal research reasonably feasible, and (i) the constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue unless a published decision in the relevant jurisdiction has specifically addressed but not resolved, or has established, its unconstitutionality or invalidity.

Without limiting any other qualifications set forth herein, the opinions expressed herein are subject to the effect of generally applicable laws that (a) provide for the enforcement of oral waivers or modifications where a material change of position in reliance thereon has occurred or provide that a course of performance may operate as a waiver, (b) limit the enforcement of provisions of instruments or agreements that purport to require waiver of the obligations of good faith, fair dealing, diligence and reasonableness, (c) limit the availability of a remedy under certain circumstances where another remedy has been elected, (d) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of or contribution to a party for, liability for its own action or inaction, to the extent the action or inaction involves gross negligence, recklessness, willful misconduct or unlawful conduct, (e) may, where less than all of an instrument or agreement may be unenforceable, limit the enforceability of the balance of the instrument or agreement to circumstances in which the unenforceable portion is not an essential part of the agreed exchange, (f) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees and other costs, (g) may permit a party who has materially failed to render or offer performance required by a contract to cure that failure unless either permitting a cure would unreasonably hinder the aggrieved party from making substitute arrangements for performance or it is important under the circumstances to the aggrieved party that performance occur by the date stated in the instrument or agreement, (h) may require mitigation of damages, (i) provide for rights or remedies upon a change in composition of the board of directors of any party, and (j) provide a time limitation after which a remedy may not be enforced (i.e., statutes of limitation).

Although Debt Securities may be denominated in currencies or composite currencies other than the United States dollar, we express no opinion as to whether a court would award a judgment in a currency or composite currency other than United States dollars. Further, we express no opinion with respect to the enforceability of any provision specifying rates of exchange for, or requiring indemnity against loss in, converting into a specified currency or composite currency the proceeds or amount of a court judgment in another currency.

AV Homes, Inc.

and the Subsidiary Guarantors

June 16, 2016

Page 8

Our opinions set forth herein are limited to the laws of the laws of the State of New York, the Delaware General Corporation Law, the Delaware Limited Liability Company Act. We have assumed that New York law will be chosen to govern each Warrant Agreement and Unit Agreement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to being named in the Prospectus included therein under the caption “Legal Matters” with respect to the matters stated therein without implying or admitting that we are “experts” within the meaning of the Securities Act, or other rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this exhibit.

This opinion is rendered as of the date first written above and is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Subsidiary Guarantors or the Securities.

Very truly yours,
FAEGRE BAKER DANIELS LLP
By:	/s/ Michael K. Coddington
	Michael K. Coddington

Annex A

Subsidiary Guarantors

1. Avatar Properties Inc., a Florida corporation

2. AV Homes of Arizona, LLC, an Arizona limited liability company

3. AVH Bethpage, LLC, an Arizona limited liability company

4. AVH Carolinas, LLC, an Arizona limited liability company

5. AVH EM, LLC, an Arizona limited liability company

6. Bonterra Builders, LLC, a North Carolina limited liability company

7. JCH Group LLC, a Delaware limited liability company

8. Royal Oak Homes, LLC, a Florida limited liability company

9. Vitalia at Tradition, LLC, a Florida limited liability company

EX-5.2

Exhibit 5.2

June 16, 2016

AV Homes, Inc.

8601 N. Scottsdale Road, Suite 225

Scottsdale, AZ 85253

Re: AV Homes, Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

I have examined the Registration Statement on Form S-3 (the “Registration Statement”) of AV Homes, Inc., a Delaware corporation (the “Company”), certain of its direct and indirect subsidiaries listed on Annex A hereto (collectively, the “Applicable Guarantors”), Bonterra Builders, LLC, a North Carolina limited liability company (“Bonterra”), JCH Group LLC, a Delaware limited liability company (together with the Applicable Guarantors and Bonterra, the “Subsidiary Guarantors”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the offer and sale by the Company from time to time of the following securities (the “Securities”), which together shall have a maximum aggregate initial offering price of up to $300,000,000:

(i) senior debt securities of the Company (the “Senior Debt Securities”);

(ii) subordinated debt securities of the Company (together with the Senior Debt Securities, the “Debt Securities”);

(iii) preferred stock, par value $0.10 per share, of the Company issuable directly or in exchange for or upon the conversion of Warrants (as defined below), Debt Securities or other Preferred Stock;

(iv) common stock, par value $1.00 per share, of the Company, issuable directly or in exchange for or upon conversion of Warrants, Debt Securities or Preferred Stock;

(v) warrants entitling the holders to purchase Common Stock, Preferred Stock, Debt Securities or other securities of the Company;

(vi) units of the above securities; and

(vii) guarantees of the Debt Securities by one or more of the Subsidiary Guarantors (the “Guarantees”).

The Senior Debt Securities are to be issued under the Indenture, dated February 4, 2011, between the Company and Wilmington Trust FSB, as trustee (the “Senior Trustee”), which is filed as Exhibit 4.12 to the Registration Statement (the “Senior Indenture”), as such Senior Indenture may be supplemented from time to time. The Subordinated Debt Securities are to be issued under an indenture substantially in the form filed as Exhibit 4.14 to the Registration

AV Homes, Inc.

June 16, 2016

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Statement, with appropriate insertions (the “Subordinated Indenture”), to be entered into by the Company and a trustee to be named by the Company (the “Subordinated Trustee”), as such Subordinated Indenture may be supplemented from time to time. The Senior Indenture, the Subordinated Indenture, the articles of incorporation or articles of organization, as applicable, of each Applicable Guarantor, and the by-laws or operating agreement, as applicable, of each Applicable Guarantor are referred to herein individually as a “Governing Document” and collectively as the “Governing Documents.”

As part of the corporate or limited liability company actions taken and to be taken by the Applicable Guarantors (the “Guarantor Proceedings”) in connection with issuance of any Guarantees to be issued and sold from time to time under the Registration Statement, the managing member, governing body, a committee of the governing body or certain duly authorized officers of the Applicable Guarantors will, before such Guarantees are issued under the Registration Statement, duly authorize the issuance and approve the terms of such Guarantees.

As Vice President and Assistant General Counsel of the Company, I have examined such matters of fact and questions of law as I have considered appropriate for purposes of this opinion. In connection with such examination, I have examined or are otherwise familiar with the Governing Documents, the Registration Statement, such of the Guarantor Proceedings that have occurred as of the date hereof, and such other documents, records and instruments as I have deemed necessary or appropriate for the purposes of this opinion. I have also made such investigations of law and examined originals or copies of such other documents and records as I have deemed necessary and relevant as a basis for the opinion hereinafter expressed.

Based upon and subject to the foregoing, and the assumptions, qualifications and exceptions set forth in Schedule A hereto, I am of the opinion that:

1. Each Applicable Guarantor is validly existing and in good standing under the laws of the State of Arizona or Florida, as applicable.

2. The execution and filing with the Commission of the Registration Statement have been duly authorized by all necessary corporate or limited liability company action on the part of each Applicable Guarantor.

3. The Applicable Guarantors have the corporate and limited liability company power and authority to authorize the form and terms of, and the performance, issuance and sale by the Applicable Guarantors of, a Guarantee (and, if relevant, the execution and delivery of such Guarantee or any notation of such Guarantee) of any series of Debt Securities issued under the applicable indenture as contemplated by the Registration Statement.

4. The execution, delivery and performance by each Applicable Guarantor of the Indenture and the issuance of the Guarantees of the Debt Securities will be duly authorized by all

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June 16, 2016

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necessary corporate or limited liability company action when (a) the specific terms of a particular series of Debt Securities and related Guarantees have been duly established in accordance with the terms of the applicable indenture and authorized by all necessary corporate or limited liability company action, as applicable, of the Company and the Subsidiary Guarantors, and (b) the series of Debt Securities to which the Guarantees relate shall have been duly issued by the Company.

For the purposes of this opinion letter, I have assumed that, at the time of the issuance, sale and delivery of any Guarantee: (a) at the time any Debt Securities or Guarantees are sold pursuant to the Registration Statement (the “Relevant Time”), the Registration Statement and any supplements and amendments thereto will be effective and will comply with all applicable laws; (b) at the Relevant Time, a prospectus supplement will have been prepared and filed with the Commission describing the Debt Securities and the Guarantees offered thereby and will comply with all applicable laws; (c) any Debt Securities and Guarantees will be issued and sold in the manner stated in the Registration Statement and the prospectus supplement relating thereto; (d) at the Relevant Time, the Trustee shall have been qualified under the Trust Indenture Act of 1939, as amended, and Statement of Eligibility on Form T-1 shall have been properly filed with the Commission; (e) at the Relevant Time, a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Debt Securities and Guarantees offered or issued will have been duly authorized by all necessary corporate or limited liability company action of the Company and the Subsidiary Guarantors and duly executed and delivered by the Company, the Subsidiary Guarantors and the other parties thereto; (f) the execution, delivery and performance by the Applicable Guarantors of a supplemental indenture or notation of Guarantee creating the form and terms of such Guarantee and the performance by the Applicable Guarantors of the applicable indenture and the Guarantee will not (i) contravene or violate the Governing Documents of the Applicable Guarantors, or any law, rule or regulation applicable to any of the Applicable Guarantors, (ii) result in a default under or breach of any agreement or instrument binding upon the Applicable Guarantors, or any order, judgment or decree of any court or governmental authority applicable to the Applicable Guarantors, or (iii) require any authorization, approval or other action by, or notice to or filing with, any court or governmental authority (other than such authorizations, approvals, actions, notices or filings which shall have been obtained or made, as the case may be, and which shall be in full force and effect); (g) the authorization by the Applicable Guarantors of the transactions described above and the instruments, agreements and other documents entered into or to be entered into by the Applicable Guarantors, as described above, will not have been modified or rescinded, and there will not have occurred any change in law affecting the validity, binding character or enforceability of any such instruments, agreements or other documents; (h) the applicable indenture will not have been modified or amended (other than by a supplemental indenture establishing the form and terms of the Debt Securities of any series and, if applicable, creating the form and terms of any related Guarantee); and (i) the Governing Documents of the Applicable Guarantors and the Guarantor Proceedings, each as currently in effect, will not have been modified or amended and will be in full force and effect.

The opinions expressed herein are limited to the laws of the States of Arizona and Florida, respectively, and I express no opinion as to the laws of any other jurisdiction (including

AV Homes, Inc.

June 16, 2016

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the federal laws of the United States of America), or the local laws, ordinances or rules of any municipality, county or political subdivision of the States of Arizona or Florida, respectively, or the effect any such laws may have on the matters set forth herein, nor do I express any opinion as to the validity, enforceability or scope of, or limitations on, any provisions relating to rights to indemnification or contribution. No opinions are expressed herein as to matters governed by laws pertaining to the Applicable Guarantors solely because of the business activities of such entity which are not applicable to business entities generally. The opinions expressed herein are limited to the matters stated herein, and no opinions are implied or may be inferred beyond the matters expressly stated herein. In no way limiting the generality of the foregoing, I express no opinion concerning the enforceability of the Indenture, the Debt Securities or the Guarantees.

This letter is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This letter speaks only as of the date hereof. I assume no obligation to revise or supplement this letter should the presently applicable laws be changed by legislative action, judicial decision or otherwise.

This opinion letter has been furnished at your request and is solely for your benefit in connection with the filing of the Registration Statement and may not be relied upon for any other purpose or by any other person or disclosed, quoted, filed with a governmental agency or otherwise referred to without my prior written consent; provided, however, I consent to your filing this opinion as an exhibit to the Registration Statement. By so consenting, I do not imply or admit that I am included in 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. I also consent to the reference to me under the caption “Legal Matters” in the Registration Statement and reliance by Faegre Baker Daniels, LLP in rendering its opinion filed as an exhibit to the Registration Statement.

Very truly yours,

/s/ Melisa Boross Konderik

Melisa Boross Konderik

Vice President & Assistant General Counsel

Annex A

Applicable Guarantors

1. Avatar Properties Inc., a Florida corporation

2. AV Homes of Arizona, LLC, an Arizona limited liability company

3. AVH Bethpage, LLC, an Arizona limited liability company

4. AVH Carolinas, LLC, an Arizona limited liability company

5. AVH EM, LLC, an Arizona limited liability company

6. Royal Oak Homes, LLC, a Florida limited liability company

7. Vitalia at Tradition, LLC, a Florida limited liability company

EX-5.3

Exhibit 5.3

[LETTERHEAD OF TROUTMAN SANDERS LLP]

June 16, 2016

Bonterra Builders, LLC

8601 N. Scottsdale Road, Suite 225

Scottsdale, AZ 85253

and

AV Homes, Inc.

8601 N. Scottsdale Road, Suite 225

Scottsdale, AZ 85253

Re: Bonterra Builders, LLC

Registration Statement on Form S-3; Guaranty

Ladies and Gentlemen:

We have acted as special North Carolina counsel to Bonterra Builders, LLC, a North Carolina limited liability company (“North Carolina Guarantor”), in connection with the filing of that certain Registration Statement on Form S-3 on June 16, 2016 (the “Registration Statement”), by AV Homes, Inc., a Delaware corporation (the “Company”), North Carolina Guarantor and the other registrants named therein, with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to those terms in the Registration Statement.

The Registration Statement relates to the offer and sale by the Company from time to time, pursuant to Rule 415 promulgated under the Securities Act, of the following securities (the “Securities”), which together shall have an aggregate offering price not to exceed $300,000,000: (a) such indeterminate number of shares of common stock, par value $1.00 per share, of the Company (the “Common Stock”); (b) such indeterminate number of shares of preferred stock, par value $0.10 per share, of the Company (the “Preferred Stock”); (c) such indeterminate principal amount of senior debt securities of the Company (the “Senior Debt Securities”); (d) such indeterminate principal amount of subordinated debt securities of the Company (the “Subordinated Debt Securities”, and together with the Senior Debt Securities, the “Debt Securities”); (e) such indeterminate number of warrants entitling the holders to purchase Common Stock, Preferred Stock, Debt Securities or other securities of the Company; (f) such indeterminate number of units of the above Securities; and (g) such guarantees of the Debt Securities by North Carolina Guarantor and the other guarantors named in the Registration Statement (the “Guarantees”).

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We have made such examination of law and facts as we have deemed necessary as a basis for our opinions set forth below. In connection with such examination, we have reviewed originals or facsimile or electronic copies of the following documents:

(i) the Registration Statement;

(ii) the Indenture Providing for Issuance of Debt Securities, dated as of February 4, 2011 (the “Senior Indenture”), between the Company (f/k/a Avatar Holdings Inc.) and Wilmington Trust, National Association (as successor to Wilmington Trust FSB), as trustee (the “Senior Trustee”), which is filed as Exhibit 4.12 to the Registration Statement;

(iii) a form of Indenture Providing for Issuance of Subordinated Debt Securities, which is filed as Exhibit 4.14 to the Registration Statement (the “Subordinate Indenture”, and together with the Senior Indenture, the “Indentures”) to be entered into by the Company and a trustee to be named by the Company (the “Subordinate Trustee”, and together with the Senior Trustee, the “Trustees”, and each a “Trustee”);

(iv) the Articles of Organization of North Carolina Guarantor, certified by the Secretary of State of North Carolina as of June 6, 2016, as amended by the Articles of Amendment of North Carolina Guarantor, certified by the Secretary of State of North Carolina as of June 6, 2016;

(v) the Operating Agreement of North Carolina Guarantor, dated as of May 28, 2015;

(vi) a Certificate of Existence of North Carolina Guarantor, certified by the Secretary of State of North Carolina as of June 6, 2016; and

(vii) the Omnibus Action by Written Consent of the Board of Directors and the Members of Avatar Properties Inc., a Florida corporation, as the sole member of North Carolina Guarantor and the other parties thereto, dated as of June 3, 2016 (the “Written Consent”).

The documents described in (i) through (iii) above are sometimes collectively referred to herein as the “Guaranty Documents”. The documents described in (iv) through (vii) are sometimes referred to herein as the “Organizational Documents”.

Based upon and subject to the foregoing and the assumptions, qualifications and exceptions set forth below, we are of the opinion that:

1.        North Carolina Guarantor is a limited liability company duly organized and validly existing under the laws of the State of North Carolina, and has the limited liability company power and authority to carry on its business as currently conducted.

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2.        The execution and filing with the Commission by North Carolina Guarantor of the Registration Statement have been properly authorized by all necessary limited liability company action on the part of North Carolina Guarantor.

3.        North Carolina Guarantor has the limited liability company power to authorize the form and terms of, and the performance, issuance and sale by North Carolina Guarantor of, a Guarantee (and, if relevant, the execution and delivery of such Guarantee or any notation of such Guarantee) of any series of Debt Securities issued under the Indentures and any supplements thereto as contemplated by the Registration Statement.

4.        The execution, delivery and performance by North Carolina Guarantor of any supplement to an Indenture with respect to any Guarantee applicable to North Carolina Guarantor and the issuance of any Guarantee (and, if relevant, the execution and delivery of such Guarantee or any notation of such Guarantee) applicable to North Carolina Guarantor will be duly authorized by all necessary limited liability company action when (a) the specific terms of the particular series of Debt Securities and such Guarantee applicable to North Carolina Guarantor have been duly established as contemplated by the Registration Statement and in accordance with the terms of the applicable Indenture and any duly authorized supplements thereto and authorized by all necessary corporate, partnership and limited ability company action of the Company, North Carolina Guarantor and the other parties thereto, as applicable, and (b) the particular series of Debt Securities to which the Guarantees applicable to North Carolina Guarantor relate shall have been duly executed, issued and delivered against payment therefor by the Company as contemplated by the Registration Statement and in accordance with the terms of the applicable Indenture.

In rendering the foregoing opinions, we have assumed that, at the time of the issuance, sale and delivery of any Guarantee (the “Relevant Time”) by North Carolina Guarantor: (a) the Registration Statement and any supplements and amendments thereto will be effective and will comply with all applicable laws; (b) a prospectus supplement will have been prepared and filed with the Commission sufficiently describing the Debt Securities and Guarantees applicable to North Carolina Guarantor offered thereby and will comply with all applicable laws; (c) all Debt Securities and Guarantees applicable to North Carolina Guarantor will be issued and sold in the manner stated in the Registration Statement and the applicable prospectus supplement relating thereto; (d) the applicable Trustee shall have been qualified under the Trust Indenture Act of 1939, as amended, and a legally sufficient Statement of Eligibility on Form T-1 shall have been properly filed with the Commission; (e) a definitive purchase, underwriting or similar agreement and any other necessary agreement, certificate, instrument or document with respect to any Debt Securities and Guarantees applicable to North Carolina Guarantor offered or issued will have been duly authorized by all necessary corporate action of the Company and limited liability company action of North Carolina Guarantor and duly executed and delivered by the Company and North Carolina Guarantor and the other parties thereto; (f) the execution, delivery and performance by North Carolina Guarantor of a supplemental indenture or notation of Guarantee creating the form and terms of such Guarantee and the performance by North Carolina Guarantor

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of the applicable indenture and the Guarantee will not (i) contravene or violate the Organizational Documents, or any law, rule or regulation applicable to North Carolina Guarantor, (ii) result in a default under or breach of any agreement or instrument binding upon North Carolina Guarantor, or any order, judgment or decree of any court or governmental authority applicable to North Carolina Guarantor, or (iii) require any authorization, approval or other action by, or notice to or filing with, any court or governmental authority (other than such authorizations, approvals, actions, notices or filings which shall have been obtained or made, as the case may be, and which shall be in full force and effect); (g) the authorization by North Carolina Guarantor of the transactions described above and the instruments, agreements and other documents entered into or to be entered into North Carolina Guarantor, as described above, will not have been modified or rescinded, and there will not have occurred any change in law affecting the validity, binding character or enforceability of any such instruments, agreements or other documents; (h) the applicable Indenture will not have been modified or amended (other than by a supplemental indenture establishing the form and terms of the Debt Securities of any series and, if applicable, creating the form and terms of any related Guarantee); and (i) the Organizational Documents of North Carolina Guarantor, each as currently in effect, will not have been modified or amended and will be in full force and effect.

We have further relied, without investigation, upon the following assumptions: (1) each natural person involved on behalf of North Carolina Guarantor will have, at the time of execution and at the Relevant Time, sufficient legal capacity to enter into and perform the transactions contemplated by the Guaranty Documents or to carry out such person’s role in such transactions; (2) each party to a Guaranty Document (other than North Carolina Guarantor) will have, at the time of execution and the Relevant Time, satisfied those legal requirements that are applicable to it to the extent necessary to make such Guaranty Document a valid and binding obligation of such party, enforceable against such party in accordance with its terms; (3) each party to a Guaranty Document (other than North Carolina Guarantor) will have, at the time of execution and the Relevant Time, complied with all legal requirements pertaining to its status (such as legal investment laws, foreign qualification statutes and business activity reporting requirements) as such status relates to its rights to enforce such Guaranty Document against North Carolina Guarantor; (4) the final form of each form document submitted to us for review (e.g., the Subordinated Indenture) will be executed, delivered and performed in a manner substantially similar to the form we reviewed, each other document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine; and (5) there has not been, and there will not be at the time of execution and at the Relevant Time, any mutual mistake of fact or misunderstanding, fraud, duress or undue influence with respect to the authorizations and transactions contemplated herein.

This opinion letter is limited to the laws of the State of North Carolina. We express no opinion as to whether, or the extent to which, the laws of any other jurisdiction apply to the subject matter hereof. Moreover, with respect to the authorization of Avatar Properties, Inc. acting as the sole member of North Carolina Guarantor, we have relied upon the opinion of Melisa Boross Konderik, Vice President and Assistant General Counsel of AV Homes, Inc.

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The opinions expressed herein are limited to the matters stated herein, and no opinions are implied or may be inferred beyond the matters expressly stated herein. This opinion letter is being furnished to North Carolina Guarantor as of the date hereof in connection with the filing of the Registration Statement, and may not be used for any other purpose or relied on by or assigned, published or communicated to any other Person without our prior written consent in each instance. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are “experts” within the meaning of Section 11 of the Securities Act or in 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/ Troutman Sanders LLP

EX-12.1

Exhibit 12.1

AV Homes, Inc.

Computation of Ratio of Income to Fixed Charges

(in thousands)

	Year ended December 31,														Three Months Ended March 31,
	2011			2012			2013			2014			2015		2016
Earnings:
Income (loss) before income taxes and effects of changes in accounting principles	$	(165,704	)	$	(87,683	)	$	(8,272	)	$	(1,603	)	$	12,386	$	859
Less: net income (loss) from noncontrolling interests		(296	)		2,552			1,205			329			—		—
Plus: fixed charges		10,088			9,266			9,330			18,148			28,277		6,874
Plus: amortization of previously capitalized interest		273			913			2,455			4,622			11,041		3,126
Less: capitalized interest		439			1,263			6,466			12,302			19,168		5,581
Earnings	$	(155,486	)	$	(81,319	)	$	(4,158	)	$	8,536		$	32,536	$	5,278
Fixed charges:
Interest expensed and capitalized	$	8,192		$	6,658		$	7,769		$	16,078		$	25,590	$	6,134
Amortization of discount and debt issue costs		1,763			2,578			1,527			2,029			2,617		719
Interest portion of rental expense		133			30			34			41			70		21
Fixed charges	$	10,088		$	9,266		$	9,330		$	18,148		$	28,277	$	6,874
Ratio of earnings to fixed charges		N/A			N/A			N/A			0.47			1.15		0.77
Excess (deficiency) amount	$	(165,574	)	$	(90,585	)	$	(13,488	)	$	(9,612	)	$	4,259	$	(1,596	)

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 the Registration Statement (Form S-3 No. 333-000000) and related Prospectus of AV Homes, Inc. for the registration of $300,000,000 in common stock, preferred stock and debt securities and to the incorporation by reference therein of our report dated March 4, 2016, except for paragraph 2 of Note 1, as to which the date is June 15, 2016, with respect to the consolidated financial statements of AV Homes, Inc. and subsidiaries included in its Current Report on Form 8-K dated June 15, 2016, and our report dated March 4, 2016, with respect to the effectiveness of internal control over financial reporting of AV Homes, Inc. and subsidiaries, included in its Annual Report (Form 10-K) for the year ended December 31, 2015, both filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Phoenix, Arizona

June 16, 2016

EX-24.1

Exhibit 24.1

AV HOMES, INC.

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AV HOMES, INC., a Delaware corporation, does hereby make, constitute and appoint Roger A. Cregg, Michael S. Burnett and S. Gary Shullaw, and each or any of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director of said Company to a Registration Statement or Registration Statements on Form S-3 or other applicable form, and all amendments, including post-effective amendments, thereto, and all registration statements for the same offering that are to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the registration under the Securities Act of 1933, as amended, of common stock, preferred stock, debt securities, warrants and units proposed to be sold by said Company from time to time, and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 25^th day of May, 2016.

/s/ Paul D. Barnett

Paul D. Barnett

AV HOMES, INC.

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AV HOMES, INC., a Delaware corporation, does hereby make, constitute and appoint Roger A. Cregg, Michael S. Burnett and S. Gary Shullaw, and each or any of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director of said Company to a Registration Statement or Registration Statements on Form S-3 or other applicable form, and all amendments, including post-effective amendments, thereto, and all registration statements for the same offering that are to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the registration under the Securities Act of 1933, as amended, of common stock, preferred stock, debt securities, warrants and units proposed to be sold by said Company from time to time, and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 25th day of May, 2016.

/s/ Roger W. Einiger

Roger W. Einiger

AV HOMES, INC.

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AV HOMES, INC., a Delaware corporation, does hereby make, constitute and appoint Roger A. Cregg, Michael S. Burnett and S. Gary Shullaw, and each or any of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director of said Company to a Registration Statement or Registration Statements on Form S-3 or other applicable form, and all amendments, including post-effective amendments, thereto, and all registration statements for the same offering that are to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the registration under the Securities Act of 1933, as amended, of common stock, preferred stock, debt securities, warrants and units proposed to be sold by said Company from time to time, and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 3rd day of June, 2016.

/s/ Paul Hackwell

Paul Hackwell

AV HOMES, INC.

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AV HOMES, INC., a Delaware corporation, does hereby make, constitute and appoint Roger A. Cregg, Michael S. Burnett and S. Gary Shullaw, and each or any of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director of said Company to a Registration Statement or Registration Statements on Form S-3 or other applicable form, and all amendments, including post-effective amendments, thereto, and all registration statements for the same offering that are to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the registration under the Securities Act of 1933, as amended, of common stock, preferred stock, debt securities, warrants and units proposed to be sold by said Company from time to time, and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 25th day of May, 2016.

/s/ Joshua L. Nash

Joshua L. Nash

AV HOMES, INC.

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AV HOMES, INC., a Delaware corporation, does hereby make, constitute and appoint Roger A. Cregg, Michael S. Burnett and S. Gary Shullaw, and each or any of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director of said Company to a Registration Statement or Registration Statements on Form S-3 or other applicable form, and all amendments, including post-effective amendments, thereto, and all registration statements for the same offering that are to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the registration under the Securities Act of 1933, as amended, of common stock, preferred stock, debt securities, warrants and units proposed to be sold by said Company from time to time, and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 25th day of May, 2016.

/s/ Jonathan M. Pertchik

Jonathan M. Pertchik

AV HOMES, INC.

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AV HOMES, INC., a Delaware corporation, does hereby make, constitute and appoint Roger A. Cregg, Michael S. Burnett and S. Gary Shullaw, and each or any of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director of said Company to a Registration Statement or Registration Statements on Form S-3 or other applicable form, and all amendments, including post-effective amendments, thereto, and all registration statements for the same offering that are to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the registration under the Securities Act of 1933, as amended, of common stock, preferred stock, debt securities, warrants and units proposed to be sold by said Company from time to time, and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 25th day of May, 2016.

/s/ Michael F. Profenius

Michael F. Profenius

AV HOMES, INC.

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AV HOMES, INC., a Delaware corporation, does hereby make, constitute and appoint Roger A. Cregg, Michael S. Burnett and S. Gary Shullaw, and each or any of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director of said Company to a Registration Statement or Registration Statements on Form S-3 or other applicable form, and all amendments, including post-effective amendments, thereto, and all registration statements for the same offering that are to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the registration under the Securities Act of 1933, as amended, of common stock, preferred stock, debt securities, warrants and units proposed to be sold by said Company from time to time, and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 25th day of May, 2016.

/s/ Aaron Ratner

Aaron Ratner

AV HOMES, INC.

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AV HOMES, INC., a Delaware corporation, does hereby make, constitute and appoint Roger A. Cregg, Michael S. Burnett and S. Gary Shullaw, and each or any of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director of said Company to a Registration Statement or Registration Statements on Form S-3 or other applicable form, and all amendments, including post-effective amendments, thereto, and all registration statements for the same offering that are to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the registration under the Securities Act of 1933, as amended, of common stock, preferred stock, debt securities, warrants and units proposed to be sold by said Company from time to time, and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 25th day of May, 2016.

/s/ Joel M. Simon

Joel M. Simon

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A

TRUSTEE PURSUANT TO SECTION 305(b)(2)

WILMINGTON TRUST, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

16-1486454

(I.R.S. employer identification no.)

1100 North Market Street

Wilmington, DE 19890

(Address of principal executive offices)

Tara Aiken

Banking Officer

1100 North Market Street

Wilmington, Delaware 19890

(302) 651-1592

(Name, address and telephone number of agent for service)

     AV Homes, Inc.¹

(Exact name of obligor as specified in its charter)

Delaware	23-1739078
(State of incorporation)	(I.R.S. employer identification no.)
8601 N. Scottsdale Rd., Suite 225                 Scottsdale, AZ	85253
(Address of principal executive offices)	(Zip Code)

Debt Securities

(Title of the indenture securities)

¹ See Table of Additional Obligors

Table of Additional Obligors

Additional Obligors (as Guarantors of the Debt Securities)

		Primary Standard
		Industrial Classification	I.R.S. Employer
Name	Jurisdiction of Formation	Code Number	Identification No.
Avatar Properties Inc.	Florida	1531	23-1693997
AV Homes of Arizona, LLC	Arizona	1531	26-4815090
AVH Bethpage, LLC	Arizona	1531	38-3922225
AVH Carolinas, LLC	Arizona	1531	46-4214803
AVH EM, LLC	Arizona	1531	23-1693997
Bonterra Builders, LLC	North Carolina	1531	47-4292374
JCH Group LLC	Delaware	1531	26-4814751
Royal Oak Homes, LLC	Florida	1531	46-5093450
Vitalia at Tradition, LLC	Florida	1531	27-0960347

Avatar Properties Inc. is a wholly owned, direct subsidiary of AV Homes, Inc. Avatar Properties Inc. is the sole member of the AVH Carolinas, LLC, Bonterra Builders, LLC, JCH Group, LLC, Royal Oak Homes, LLC and Vitalia at Tradition, LLC. AVH Carolinas, LLC is the sole member of AVH Bethpage, LLC. JCH Group, LLC is the sole member of AV Homes of Arizona, LLC and AVH EM, LLC. The name and address of the principal executive office for each of the additional obligors is the same as is set forth for AV Homes, Inc. on the facing page of this statement of eligibility.

Item 1. GENERAL INFORMATION.  Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of Currency, Washington, D.C.

Federal Deposit Insurance Corporation, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. AFFILIATIONS WITH THE OBLIGOR.    If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.

Item 16. LIST OF EXHIBITS.  Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

1. A copy of the Charter for Wilmington Trust, National Association, incorporated by reference to Exhibit 1 of Form T-1.

2. The authority of Wilmington Trust, National Association to commence business was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

3. The authorization to exercise corporate trust powers was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

4. A copy of the existing By-Laws of Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of Form T-1.

5. Not applicable.

6. The consent of Trustee as required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1.

7. Current Report of the Condition of Trustee, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 13th day of June, 2016.

WILMINGTON TRUST, NATIONAL ASSOCIATION
By:	/s/ Lynn M. Steiner
	Name:	Lynn M. Steiner
	Title:	Vice President

EXHIBIT 1

CHARTER OF WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLES OF ASSOCIATION

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

For the purpose of organizing an association to perform any lawful activities of national banks, the undersigned do enter into the following articles of association:

FIRST.            The title of this association shall be Wilmington Trust, National Association.

SECOND.       The main office of the association shall be in the City of Wilmington, County of New Castle, State of Delaware. The general business of the association shall be conducted at its main office and its branches.

THIRD.           The board of directors of this association shall consist of not less than five nor more than twenty-five persons, unless the OCC has exempted the bank from the 25-member limit. The exact number is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the association or of a holding company owning the association, with an aggregate par, fair market or equity value $1,000. Determination of these values may be based as of either (i) the date of purchase or (ii) the date the person became a director, whichever value is greater. Any combination of common or preferred stock of the association or holding company may be used.

Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board of directors may not increase the number of directors between meetings of shareholders to a number which:

1) exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; or

2) exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25, unless the OCC has exempted the bank from the 25-member limit.

Directors shall be elected for terms of one year and until their successors are elected and qualified. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director’s term, the director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors and his or her position is eliminated.

Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the association, may be appointed by resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determine the number of directors of the association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.

FOURTH.       There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any

other convenient place the board of directors may designate, on the day of each year specified therefor in the bylaws, or, if that day falls on a legal holiday in the state in which the association is located, on the next following banking day. If no election is held on the day fixed, or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases at least 10 days advance notice of the time, place and purpose of a shareholders’ meeting shall be given to the shareholders by first class mail, unless the OCC determines that an emergency circumstance exists. The sole shareholder of the bank is permitted to waive notice of the shareholders’ meeting.

In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares such shareholder owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. If, after the first ballot, subsequent ballots are necessary to elect directors, a shareholder may not vote shares that he or she has already fully cumulated and voted in favor of a successful candidate. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her.

Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for election of directors. Nominations other than those made by or on behalf of the existing management shall be made in writing and be delivered or mailed to the president of the association not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days notice of the meeting is given to shareholders, such nominations shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

1) The name and address of each proposed nominee.

2) The principal occupation of each proposed nominee.

3) The total number of shares of capital stock of the association that will be voted for each proposed nominee.

4) The name and residence address of the notifying shareholder.

5) The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and the vote tellers may disregard all votes cast for each such nominee. No bylaw may unreasonably restrict the nomination of directors by shareholders.

A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

A director may be removed by shareholders at a meeting called to remove the director, when notice of the meeting stating that the purpose or one of the purposes is to remove the director is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal.

FIFTH.            The authorized amount of capital stock of this association shall be ten thousand shares of common stock of the par value of one hundred dollars ($100) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the association, whether now or hereafter authorized, or to any obligations convertible into stock of the association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and at such price as the board of directors may from time to time fix. Preemptive rights also must be approved by a vote of holders of two-thirds of the bank’s outstanding voting shares. Unless otherwise specified in these articles of association or required by law, (1) all matters requiring shareholder action, including amendments to the articles of association, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share.

Unless otherwise specified in these articles of association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval. If a proposed amendment would affect two or more classes or series in the same or a substantially similar way, all the classes or series so affected must vote together as a single voting group on the proposed amendment.

Shares of one class or series may be issued as a dividend for shares of the same class or series on a pro rata basis and without consideration. Shares of one class or series may be issued as share dividends for a different class or series of stock if approved by a majority of the votes entitled to be cast by the class or series to be issued, unless there are no outstanding shares of the class or series to be issued. Unless otherwise provided by the board of directors, the record date for determining shareholders entitled to a share dividend shall be the date authorized by the board of directors for the share dividend.

Unless otherwise provided in the bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.

If a shareholder is entitled to fractional shares pursuant to a stock dividend, consolidation or merger, reverse stock split or otherwise, the association may: (a) issue fractional shares; (b) in lieu of the issuance of fractional shares, issue script or warrants entitling the holder to receive a full share upon surrendering enough script or warrants to equal a full share; (c) if there is an established and active market in the association’s stock, make reasonable arrangements to provide the shareholder with an opportunity to realize a fair price through sale of the fraction, or purchase of the additional fraction required for a full share; (d) remit the cash equivalent of the fraction to the shareholder; or (e) sell full shares representing all the fractions at public auction or to the highest bidder after having solicited and received sealed bids from at least three licensed stock brokers; and distribute the proceeds pro rata to shareholders who otherwise would be entitled to the fractional shares. The holder of a fractional share is entitled to exercise the rights for shareholder, including the right to vote, to receive dividends, and to participate in the assets of the association upon liquidation, in proportion to the fractional interest. The holder of script or warrants is not entitled to any of these rights unless the script or warrants explicitly provide for such rights. The script or warrants may be subject to such additional conditions as: (1) that the script or warrants will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the script or warrants are exchangeable may be sold at the option of the association and the proceeds paid to scriptholders.

The association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. Obligations classified as debt, whether or not subordinated, which may be issued by the association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.

SIXTH.            The board of directors shall appoint one of its members president of this association, and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors’ and shareholders’ meetings and be responsible for authenticating the records of the association, and such other officers and employees as may be required to transact the business of this association.

A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the bylaws.

The board of directors shall have the power to:

1) Define the duties of the officers, employees, and agents of the association.

2) Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the association.

3) Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.

4) Dismiss officers and employees.

5) Require bonds from officers and employees and to fix the penalty thereof.

6) Ratify written policies authorized by the association’s management or committees of the board.

7) Regulate the manner in which any increase or decrease of the capital of the association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.

8) Manage and administer the business and affairs of the association.

9) Adopt initial bylaws, not inconsistent with law or the articles of association, for managing the business and regulating the affairs of the association.

10) Amend or repeal bylaws, except to the extent that the articles of association reserve this power in whole or in part to shareholders.

11) Make contracts.

12) Generally perform all acts that are legal for a board of directors to perform.

SEVENTH.      The board of directors shall have the power to change the location of the main office to any other place within the limits of Wilmington, Delaware, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of such association for a relocation outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside the limits of Wilmington Delaware, but not more than 30 miles beyond such limits. The board of directors shall have the power to establish or change the location of any branch or branches of the association to any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.

EIGHTH.        The corporate existence of this association shall continue until termination according to the laws of the United States.

NINTH.          The board of directors of this association, or any one or more shareholders owning, in the aggregate, not less than 50 percent of the stock of this association, may call a special meeting of shareholders at any time. Unless otherwise provided by the bylaws or the laws of the United States, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given at least 10 days prior to the meeting by first-class mail, unless the OCC determines that an emergency circumstance exists. If the association is a wholly-owned subsidiary, the sole shareholder may waive notice of the shareholders’ meeting. Unless otherwise provided by the bylaws or these articles, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.

TENTH.          For purposes of this Article Tenth, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that

such institution-affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these articles of association and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these articles of association, (b) shall continue to exist after any restrictive amendment of these articles of association with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these articles of association shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in these articles of association, the bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these articles of association shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Article Tenth or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article Tenth shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these articles of association; provided, however, that no such insurance shall include coverage to pay or reimburse any institution-affiliated party for the cost of any judgment or civil money penalty assessed against such person in an administrative proceeding or civil action commenced by any federal banking agency. Such insurance may, but need not, be for the benefit of all institution-affiliated parties.

ELEVENTH.   These articles of association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. The association’s board of directors may propose one or more amendments to the articles of association for submission to the shareholders.

EXHIBIT 4

BY-LAWS OF WILMINGTON TRUST, NATIONAL ASSOCIATION

AMENDED AND RESTATED BYLAWS

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

(effective as of January 1, 2012)

ARTICLE I

Meetings of Shareholders

Section 1.  Annual Meeting.  The annual meeting of the shareholders to elect directors and transact whatever other business may properly come before the meeting shall be held at the main office of the association, Rodney Square North, 1100 Market Street, City of Wilmington, State of Delaware, at 1:00 o’clock p.m. on the first Tuesday in March of each year, or at such other place and time as the board of directors may designate, or if that date falls on a legal holiday in Delaware, on the next following banking day. Notice of the meeting shall be mailed by first class mail, postage prepaid, at least 10 days and no more than 60 days prior to the date thereof, addressed to each shareholder at his/her address appearing on the books of the association. If, for any cause, an election of directors is not made on that date, or in the event of a legal holiday, on the next following banking day, an election may be held on any subsequent day within 60 days of the date fixed, to be designated by the board of directors, or, if the directors fail to fix the date, by shareholders representing two-thirds of the shares. In these circumstances, at least 10 days’ notice must be given by first class mail to shareholders.

Section 2.  Special Meetings.  Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the board of directors or by any one or more shareholders owning, in the aggregate, not less than fifty percent of the stock of the association. Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than 10 days nor more than 60 days prior to the date fixed for the meeting, to each shareholder at the address appearing on the books of the association a notice stating the purpose of the meeting.

The board of directors may fix a record date for determining shareholders entitled to notice and to vote at any meeting, in reasonable proximity to the date of giving notice to the shareholders of such meeting. The record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs a demand for the meeting describing the purpose or purposes for which it is to be held.

A special meeting may be called by shareholders or the board of directors to amend the articles of association or bylaws, whether or not such bylaws may be amended by the board of directors in the absence of shareholder approval.

If an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment, unless any additional items of business are to be considered, or the association becomes aware of an intervening event materially affecting any matter to be voted on more than 10 days prior to the date to which the meeting is adjourned. If a new record date for the adjourned meeting is fixed, however, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date. If, however, the meeting to elect the directors is adjourned before the election takes place, at least ten days’ notice of the new election must be given to the shareholders by first-class mail.

Section 3.  Nominations of Directors.  Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the existing management of the association, shall be made in writing and shall be delivered or mailed to the president of the association and the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

(1) The name and address of each proposed nominee;

(2) The principal occupation of each proposed nominee;

(3) The total number of shares of capital stock of the association that will be voted for each proposed nominee;

(4) The name and residence of the notifying shareholder; and

(5) The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee.

Section 4.  Proxies.  Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this association shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and filed with the records of the meeting. Proxies with facsimile signatures may be used and unexecuted proxies may be counted upon receipt of a written confirmation from the shareholder. Proxies meeting the above requirements submitted at any time during a meeting shall be accepted.

Section 5.  Quorum.  A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, or by the shareholders or directors pursuant to Article IX, Section 2, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the articles of association, or by the shareholders or directors pursuant to Article IX, Section 2. If a meeting for the election of directors is not held on the fixed date, at least 10 days’ notice must be given by first-class mail to the shareholders.

ARTICLE II

Directors

Section 1.  Board of Directors.  The board of directors shall have the power to manage and administer the business and affairs of the association. Except as expressly limited by law, all corporate powers of the association shall be vested in and may be exercised by the board of directors.

Section 2.  Number.  The board of directors shall consist of not less than five nor more than twenty-five members, unless the OCC has exempted the bank from the 25-member limit. The exact number within such minimum and maximum limits is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any meeting thereof.

Section 3.  Organization Meeting.  The secretary or treasurer, upon receiving the certificate of the judges of the result of any election, shall notify the directors-elect of their election and of the time at which they are required to meet at the main office of the association, or at such other place in the cities of Wilmington, Delaware or Buffalo, New York, to organize the new board of directors and elect and appoint officers of the association for the succeeding year. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within 30 days thereof. If, at the time fixed for such meeting, there shall not be a quorum, the directors present may adjourn the meeting, from time to time, until a quorum is obtained.

Section 4.  Regular Meetings.  The Board of Directors may, at any time and from time to time, by resolution designate the place, date and hour for the holding of a regular meeting, but in the absence of any such designation, regular meetings of the board of directors shall be held, without notice, on the first Tuesday of each March, June and September, and on the second Tuesday of each December at the main office or other such place as the board of directors may designate. When any regular meeting of the board of directors falls upon a holiday, the meeting shall be held on the next banking business day unless the board of directors shall designate another day.

Section 5.  Special Meetings.  Special meetings of the board of directors may be called by the Chairman of the Board of the association, or at the request of two or more directors. Each member of the board of directors shall be given notice by telegram, first class mail, or in person stating the time and place of each special meeting.

Section 6.  Quorum.  A majority of the entire board then in office shall constitute a quorum at any meeting, except when otherwise provided by law or these bylaws, but a lesser number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. If the number of directors present at the meeting is reduced below the number that would constitute a quorum, no business may be transacted, except selecting directors to fill vacancies in conformance with Article II, Section 7. If a quorum is present, the board of directors may take action through the vote of a majority of the directors who are in attendance.

Section 7.  Meetings by Conference Telephone.  Any one or more members of the board of directors or any committee thereof may participate in a meeting of such board or committees by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation in a meeting by such means shall constitute presence in person at such meeting.

Section 8.  Procedures.  The order of business and all other matters of procedure at every

meeting of the board of directors may be determined by the person presiding at the meeting.

Section 9.  Removal of Directors.  Any director may be removed for cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by vote of the stockholders. Any director may be removed without cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by the vote of the holders of a majority of the shares of the Corporation entitled to vote. Any director may be removed for cause, at any meeting of the directors notice of which shall have referred to the proposed action, by vote of a majority of the entire Board of Directors.

Section 10.  Vacancies.  When any vacancy occurs among the directors, a majority of the remaining members of the board of directors, according to the laws of the United States, may appoint a director to fill such vacancy at any regular meeting of the board of directors, or at a special meeting called for that purpose at which a quorum is present, or if the directors remaining in office constitute fewer than a quorum of the board of directors, by the affirmative vote of a majority of all the directors remaining in office, or by shareholders at a special meeting called for that purpose in conformance with Section 2 of Article I. At any such shareholder meeting, each shareholder entitled to vote shall have the right to multiply the number of votes he or she is entitled to cast by the number of vacancies being filled and cast the product for a single candidate or distribute the product among two or more candidates. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

ARTICLE III

Committees of the Board

The board of directors has power over and is solely responsible for the management, supervision, and administration of the association. The board of directors may delegate its power, but none of its responsibilities, to such persons or committees as the board may determine.

The board of directors must formally ratify written policies authorized by committees of the board of directors before such policies become effective. Each committee must have one or more member(s), and who may be an officer of the association or an officer or director of any affiliate of the association, who serve at the pleasure of the board of directors. Provisions of the articles of association and these bylaws governing place of meetings, notice of meeting, quorum and voting requirements of the board of directors, apply to committees and their members as well. The creation of a committee and appointment of members to it must be approved by the board of directors.

Section 1.  Loan Committee.  There shall be a loan committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The loan committee, on behalf of the bank, shall have power to discount and purchase bills, notes and other evidences of debt, to buy and sell bills of exchange, to examine and approve loans and discounts, to exercise authority regarding loans and discounts, and to exercise, when the board of directors is not in session, all other powers of the board of directors that may lawfully be delegated. The loan committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 2.  Investment Committee.  There shall be an investment committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The investment committee, on behalf of the bank, shall have the power to ensure adherence to the investment policy, to recommend amendments thereto, to purchase and sell securities, to exercise authority regarding

investments and to exercise, when the board of directors is not in session, all other powers of the board of directors regarding investment securities that may be lawfully delegated. The investment committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 3.  Examining Committee.  There shall be an examining committee composed of not less than 2 directors, exclusive of any active officers, appointed by the board of directors annually or more often. The duty of that committee shall be to examine at least once during each calendar year and within 15 months of the last examination the affairs of the association or cause suitable examinations to be made by auditors responsible only to the board of directors and to report the result of such examination in writing to the board of directors at the next regular meeting thereafter. Such report shall state whether the association is in a sound condition, and whether adequate internal controls and procedures are being maintained and shall recommend to the board of directors such changes in the manner of conducting the affairs of the association as shall be deemed advisable.

Notwithstanding the provisions of the first paragraph of this section 3, the responsibility and authority of the Examining Committee may, if authorized by law, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.

Section 4.  Trust Audit Committee.  There shall be a trust audit committee in conformance with Section 1 of Article V.

Section 5.  Other Committees.  The board of directors may appoint, from time to time, from its own members, compensation, special litigation and other committees of one or more persons, for such purposes and with such powers as the board of directors may determine.

However, a committee may not:

(1) Authorize distributions of assets or dividends;

(2) Approve action required to be approved by shareholders;

(3) Fill vacancies on the board of directors or any of its committees;

(4) Amend articles of association;

(5) Adopt, amend or repeal bylaws; or

(6) Authorize or approve issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares.

Section 6.  Committee Members’ Fees.  Committee members may receive a fee for their services as committee members and traveling and other out-of-pocket expenses incurred in attending any meeting of a committee of which they are a member. The fee may be a fixed sum to be paid for attending each meeting or a fixed sum to be paid quarterly, or semiannually, irrespective of the number of meetings attended or not attended. The amount of the fee and the basis on which it shall be paid shall be determined by the Board of Directors.

ARTICLE IV

Officers and Employees

Section 1.  Chairperson of the Board.  The board of directors shall appoint one of its members to be the chairperson of the board to serve at its pleasure. Such person shall preside at all meetings of the board of directors. The chairperson of the board shall supervise the carrying out of the policies adopted or approved by the board of directors; shall have general executive powers, as well as the specific powers conferred by these bylaws; and shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned by the board of directors.

Section 2.  President.  The board of directors shall appoint one of its members to be the president of the association. In the absence of the chairperson, the president shall preside at any meeting of the board of directors. The president shall have general executive powers and shall have and may exercise any and all other powers and duties pertaining by law, regulation, or practice to the office of president, or imposed by these bylaws. The president shall also have and may exercise such further powers and duties as from time to time may be conferred or assigned by the board of directors.

Section 3.  Vice President.  The board of directors may appoint one or more vice presidents. Each vice president shall have such powers and duties as may be assigned by the board of directors. One vice president shall be designated by the board of directors, in the absence of the president, to perform all the duties of the president.

Section 4.  Secretary.  The board of directors shall appoint a secretary, treasurer, or other designated officer who shall be secretary of the board of directors and of the association and who shall keep accurate minutes of all meetings. The secretary shall attend to the giving of all notices required by these bylaws; shall be custodian of the corporate seal, records, documents and papers of the association; shall provide for the keeping of proper records of all transactions of the association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the office of treasurer, or imposed by these bylaws; and shall also perform such other duties as may be assigned from time to time, by the board of directors.

Section 5.  Other Officers.  The board of directors may appoint one or more assistant vice presidents, one or more trust officers, one or more assistant secretaries, one or more assistant treasurers, one or more managers and assistant managers of branches and such other officers and attorneys in fact as from time to time may appear to the board of directors to be required or desirable to transact the business of the association. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon or assigned to them by the board of directors, the chairperson of the board, or the president. The board of directors may authorize an officer to appoint one or more officers or assistant officers.

Section 6.  Tenure of Office.  The president and all other officers shall hold office for the current year for which the board of directors was elected, unless they shall resign, become disqualified, or be removed; and any vacancy occurring in the office of president shall be filled promptly by the board of directors.

Section 7.  Resignation.  An officer may resign at any time by delivering notice to the association. A resignation is effective when the notice is given unless the notice specifies a later effective date.

ARTICLE V

Fiduciary Activities

Section 1.  Trust Audit Committee.  There shall be a Trust Audit Committee composed of not less than 2 directors, appointed by the board of directors, which shall, at least once during each calendar year make suitable audits of the association’s fiduciary activities or cause suitable audits to be made by auditors responsible only to the board, and at such time shall ascertain whether fiduciary powers have been administered according to law, Part 9 of the Regulations of the Comptroller of the Currency, and sound fiduciary principles. Such committee: (1) must not include any officers of the bank or an affiliate who participate significantly in the administration of the bank’s fiduciary activities; and (2) must consist of a majority of members who are not also members of any committee to which the board of directors has delegated power to manage and control the fiduciary activities of the bank.

Notwithstanding the provisions of the first paragraph of this section 1, the responsibility and authority of the Trust Audit Committee may, if authorized by law, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.

Section 2.  Fiduciary Files.  There shall be maintained by the association all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.

Section 3.  Trust Investments.  Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and applicable law. Where such instrument does not specify the character and class of investments to be made, but does vest in the association investment discretion, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under applicable law.

ARTICLE VI

Stock and Stock Certificates

Section 1.  Transfers.  Shares of stock shall be transferable on the books of the association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall in proportion to such shareholder’s shares, succeed to all rights of the prior holder of such shares. The board of directors may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the association with respect to stock transfers, voting at shareholder meetings and related matters and to protect it against fraudulent transfers.

Section 2.  Stock Certificates.  Certificates of stock shall bear the signature of the president (which may be engraved, printed or impressed) and shall be signed manually or by facsimile process by the secretary, assistant secretary, treasurer, assistant treasurer, or any other officer appointed by the board of directors for that purpose, to be known as an authorized officer, and the seal of the association shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the association properly endorsed.

The board of directors may adopt or use procedures for replacing lost, stolen, or destroyed stock certificates as permitted by law.

The association may establish a procedure through which the beneficial owner of shares that are registered in the name of a nominee may be recognized by the association as the shareholder. The procedure may set forth:

(1) The types of nominees to which it applies;

(2) The rights or privileges that the association recognizes in a beneficial owner;

(3) How the nominee may request the association to recognize the beneficial owner as the shareholder;

(4) The information that must be provided when the procedure is selected;

(5) The period over which the association will continue to recognize the beneficial owner as the shareholder;

(6) Other aspects of the rights and duties created.

ARTICLE VII

Corporate Seal

Section 1.  Seal.  The seal of the association shall be in such form as may be determined from time to time by the board of directors. The president, the treasurer, the secretary or any assistant treasurer or assistant secretary, or other officer thereunto designated by the board of directors shall have authority to affix the corporate seal to any document requiring such seal and to attest the same. The seal on any corporate obligation for the payment of money may be facsimile.

ARTICLE VIII

Miscellaneous Provisions

Section 1.  Fiscal Year.  The fiscal year of the association shall be the calendar year.

Section 2.  Execution of Instruments.  All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted on behalf of the association by the chairperson of the board, or the president, or any vice president, or the secretary, or the treasurer, or, if in connection with the exercise of fiduciary powers of the association, by any of those offices or by any trust officer. Any such instruments may also be executed, acknowledged, verified, delivered or accepted on behalf of the association in such other manner and by such other officers as the board of directors may from time to time direct. The provisions of this section 2 are supplementary to any other provision of these bylaws.

Section 3.  Records.  The articles of association, the bylaws and the proceedings of all meetings of the shareholders, the board of directors, and standing committees of the board of directors shall be recorded in appropriate minute books provided for that purpose. The minutes of each meeting shall be signed by the secretary, treasurer or other officer appointed to act as secretary of the meeting.

Section 4.  Corporate Governance Procedures.  To the extent not inconsistent with federal banking statutes and regulations, or safe and sound banking practices, the association may follow the Delaware General Corporation Law, Del. Code Ann. tit. 8 (1991, as amended 1994, and as amended thereafter) with respect to matters of corporate governance procedures.

Section 5.  Indemnification.  For purposes of this Section 5 of Article VIII, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that such institution-affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these bylaws and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such

action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these bylaws, (b) shall continue to exist after any restrictive amendment of these bylaws with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these bylaws shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution-affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in the association’s articles of association, these bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these bylaws shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Section 5 of Article VIII or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Section 5 of Article VIII shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these bylaws; provided, however, that no such insurance shall include coverage for a final order assessing civil money penalties against such persons by a bank regulatory agency. Such insurance may, but need not, be for the benefit of all institution-affiliated parties.

ARTICLE IX

Inspection and Amendments

Section 1.  Inspection.  A copy of the bylaws of the association, with all amendments, shall at all times be kept in a convenient place at the main office of the association, and shall be open for inspection to all shareholders during banking hours.

Section 2.  Amendments.  The bylaws of the association may be amended, altered or repealed, at any regular meeting of the board of directors, by a vote of a majority of the total number of the directors except as provided below, and provided that the following language accompany any such change.

I,                         , certify that:  (1) I am the duly constituted (secretary or treasurer) of and secretary of its board of directors, and as such officer am the official custodian of its records; (2) the foregoing bylaws are the bylaws of the association, and all of them are now lawfully in force and effect.

I have hereunto affixed my official signature on this                  day of                  .

(Secretary or Treasurer)

The association’s shareholders may amend or repeal the bylaws even though the bylaws also may be amended or repealed by the board of directors.

EXHIBIT 6

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

	WILMINGTON TRUST, NATIONAL ASSOCIATION
Dated: June 13, 2016	By:	/s/ Lynn M. Steiner
		Name:	Lynn M. Steiner
		Title:	Vice President

EXHIBIT 7

R E P O R T    O F    C O N D I T I O N

WILMINGTON TRUST, NATIONAL ASSOCIATION

As of the close of business on March 31, 2016

ASSETS	Thousands of Dollars
Cash and balances due from depository institutions:	1,936,745
Securities:	4,908
Federal funds sold and securities purchased under agreement to resell:	110,300
Loans and leases held for sale:	0
Loans and leases net of unearned income, allowance:	350,739
Premises and fixed assets:	5,776
Other real estate owned:	554
Investments in unconsolidated subsidiaries and associated companies:	0
Direct and indirect investments in real estate ventures:	0
Intangible assets:	314
Other assets:	46,062
Total Assets:	2,455,398

LIABILITIES	Thousands of Dollars
Deposits	1,951,771
Federal funds purchased and securities sold under agreements to repurchase	0
Other borrowed money:	0
Other Liabilities:	25,928
Total Liabilities	1,977,699

EQUITY CAPITAL	Thousands of Dollars
Common Stock	1,000
Surplus	390,971
Retained Earnings	86,375
Accumulated other comprehensive income	(647)
Total Equity Capital	477,699
Total Liabilities and Equity Capital	2,455,398