

	As of
	September 30, 2019							December 31, 2018
	Principal		Unamortized Debt Issuance (Costs)			Carrying Value		Principal		Unamortized Debt Issuance (Costs) / Premium			Carrying Value
5.25% Senior Notes due 2021	$	—	$	—		$	—	$	550,000	$	(2,695	)	$	547,305
6.625% Senior Notes due 2022	—		—			—		400,000		11,656			411,656
5.875% Senior Notes due 2023	350,000		(2,009		)	347,991		350,000		(2,434		)	347,566
5.625% Senior Notes due 2024	350,000		(2,378		)	347,622		350,000		(2,781		)	347,219
5.875% Senior Notes due 2027	500,000		(6,131		)	493,869		—		—			—
5.75% Senior Notes due 2028	450,000		(5,306		)	444,694		—		—			—
Senior Notes subtotal	1,650,000		(15,824		)	1,634,176		1,650,000		3,746			1,653,746
Loans payable and other borrowings	225,203		—			225,203		225,497		—			225,497
Revolving Credit Facility	—		—			—		—		—			—
364-Day Credit Agreement	200,000		—			200,000		200,000		—			200,000
Mortgage warehouse borrowings	56,051		—			56,051		130,353		—			130,353
Total Senior Notes and other financing	$	2,131,254	$	(15,824	)	$	2,115,430	$	2,205,850	$	3,746		$	2,209,596

Our 5.25% Senior Notes due 2021 (the “2021 Senior Notes”) were redeemed in full on June 20, 2019 using the net proceeds from the issuance of the 2027 Senior Notes (as defined below), together with cash on hand. As a result of the redemption of the 2021 Senior Notes, we recorded a loss on extinguishment of debt of $2.2 million, which included the write-off of net unamortized deferred financing fees. See “2027 Senior Notes and Redemption of 2021 Senior Notes” below for additional information regarding the redemption of the 2021 Senior Notes.

Our 6.625% Senior Notes due 2022 (the “2022 Senior Notes”) were redeemed in full on August 19, 2019 using the net proceeds from the issuance of the 2028 Senior Notes (as defined below). As a result of the redemption of the 2022 Senior Notes, we recorded a loss on extinguishment of debt of $3.6 million, inclusive of a prepayment premium of approximately $13.2 million, offset by the write-off of approximately $9.6 million in 2022 Senior Notes unamortized debt premium. See “2028 Senior Notes and Redemption of 2022 Senior Notes” below for additional information regarding the redemption of the 2022 Senior Notes.

The 2023 Senior Notes mature on April 15, 2023. The 2023 Senior Notes are guaranteed by TMM Holdings Limited Partnership, Taylor Morrison Holdings, Inc., Taylor Morrison Communities II, Inc. and their homebuilding subsidiaries (collectively, the “Guarantors”), which are all subsidiaries directly or indirectly of TMHC. The indenture governing the 2023 Senior Notes contains covenants that limit our ability to incur debt secured by liens and enter into certain sale and leaseback transactions. The indenture governing the 2023 Senior Notes contains customary events of default that are similar to those contained in the indentures governing our other Senior Notes. We are required to offer to repurchase the 2023 Senior Notes at price equal to 101% of their aggregate par value (plus accrued and unpaid interest) upon certain change of control events where there is a credit rating downgrade that occurs in connection with the change of control.

Prior to January 15, 2023, the 2023 Senior Notes are redeemable at a price equal to 100% plus a “make-whole” premium for payments through January 15, 2023 (plus accrued and unpaid interest). Beginning January 15, 2023, the 2023 Senior Notes are redeemable at par (plus accrued and unpaid interest).

The 2024 Senior Notes mature on March 1, 2024. The 2024 Senior Notes are guaranteed by the same Guarantors that guarantee our other outstanding senior unsecured notes (collectively, the “Senior Notes”). The 2024 Senior Notes and the related guarantees are senior unsecured obligations and are not subject to registration rights. The indenture governing the 2024 Senior Notes contains covenants that limit our ability to incur debt secured by liens and enter into certain sale and leaseback transactions. The indenture governing the 2024 Senior Notes contains customary events of default that are similar to those contained in the indentures governing our other Senior Notes. The change of control provisions in the indenture governing the 2024 Senior Notes are similar to those contained in the indentures governing our other Senior Notes.

Prior to December 1, 2023, the 2024 Senior Notes are redeemable at a price equal to 100% plus a “make-whole” premium for payments through December 1, 2023 (plus accrued and unpaid interest). Beginning on December 1, 2023, the 2024 Senior Notes are redeemable at par (plus accrued and unpaid interest).

On June 5, 2019, we issued $500.0 million aggregate principal amount of 5.875% Senior Notes due 2027 (the "2027 Senior Notes"). The net proceeds of the offering, together with cash on hand, were used to redeem the entire remaining $550.0 million aggregate principal amount of the 2021 Senior Notes on June 20, 2019, at a redemption price of 100% of their aggregate principal amount, plus accrued and unpaid interest thereon through, but not including, the date of redemption.

The 2027 Senior Notes mature on June 15, 2027. The 2027 Senior Notes are guaranteed by the same Guarantors that guarantee our other Senior Notes. The 2027 Senior Notes and the related guarantees are senior unsecured obligations and are not subject to registration rights. The indenture governing the 2027 Senior Notes contains covenants that limit our ability to incur debt secured by liens and enter into certain sale and leaseback transactions. The indenture governing the 2027 Senior Notes contains customary events of default that are similar to those contained in the indentures governing our other Senior Notes. The change

On August 1, 2019, we issued $450.0 million aggregate principal amount of 5.75% Senior Notes due 2028 (the "2028 Senior Notes"). The net proceeds of the offering were used to redeem the entire remaining $400.0 million aggregate principal amount of the 2022 Senior Notes on August 19, 2019, at the redemption price of 103.313% of their aggregate principal amount, plus accrued and unpaid interest thereon through, but not including, the date of redemption.

The 2028 Senior Notes mature on January 15, 2028. The 2028 Senior Notes are guaranteed by the same Guarantors that guarantee our other Senior Notes. The 2028 Senior Notes and the related guarantees are senior unsecured obligations and are not subject to registration rights. The indenture governing the 2028 Senior Notes contains covenants that limit our ability to incur debt secured by liens and enter into certain sale and leaseback transactions. The indenture governing the 2028 Senior Notes contains customary events of default that are similar to those contained in the indentures governing our other Senior Notes. The change of control provisions in the indenture governing the 2028 Senior Notes are similar to those contained in the indentures governing our other Senior Notes.

The Revolving Credit Facility includes $2.0 million and $2.7 million of unamortized debt issuance costs as of September 30, 2019 and December 31, 2018, respectively, which are included in prepaid expenses and other assets, net on the condensed consolidated balance sheets. As of September 30, 2019 and December 31, 2018, we had $82.6 million and $62.3 million, respectively, of utilized letters of credit, resulting in $517.4 million and $537.7 million, respectively, of availability under the Revolving Credit Facility.

The Revolving Credit Facility contains certain “springing” financial covenants, requiring us and our subsidiaries to comply with a maximum debt to capitalization ratio of not more than 0.60 to 1.00 and a minimum consolidated tangible net worth level of at least $1.9 billion. The financial covenants would be in effect for any fiscal quarter during which any (a) loans under the Revolving Credit Facility are outstanding during the last day of such fiscal quarter or on more than five separate days during such fiscal quarter or (b) undrawn letters of credit (except to the extent cash collateralized) issued under the Revolving Credit Facility in an aggregate amount greater than $40.0 million or unreimbursed letters of credit issued under the Revolving Credit Facility are outstanding on the last day of such fiscal quarter or for more than five consecutive days during such fiscal quarter. For purposes of determining compliance with the financial covenants for any fiscal quarter, the Revolving Credit Facility provides that we may exercise an equity cure by issuing certain permitted securities for cash or otherwise recording cash contributions to our capital that will, upon the contribution of such cash to the borrower, be included in the calculation of consolidated tangible net worth and consolidated total capitalization. The equity cure right is exercisable up to twice in any period of four consecutive fiscal quarters and up to five times overall.

The Revolving Credit Facility contains certain restrictive covenants including limitations on incurrence of liens, dividends and other distributions, asset dispositions and investments in entities that are not guarantors, limitations on prepayment of subordinated indebtedness and limitations on fundamental changes. The Revolving Credit Facility contains customary events of default, subject to applicable grace periods, including for nonpayment of principal, interest or other amounts, violation of covenants (including financial covenants, subject to the exercise of an equity cure), incorrectness of representations and warranties in any material respect, cross default and cross acceleration, bankruptcy, material monetary judgments, ERISA events with material adverse effect, actual or asserted invalidity of material guarantees and change of control.

The 364-Day Credit Agreement contained certain financial covenants, requiring us and our subsidiaries to comply on a quarterly basis with a maximum debt to capitalization ratio of not more than 0.60 to 1.00 and a minimum consolidated tangible net worth level of at least $1.9 billion. As of September 30, 2019, we were in compliance with all of the covenants under the 364-Day Credit Agreement.



	As of September 30, 2019
Facility	Amount Drawn		Facility Amount		Interest Rate	Expiration Date	Collateral ⁽¹⁾
Warehouse A	$	13,962	$	45,000	LIBOR + 1.75%	On Demand	Mortgage Loans
Warehouse B	$	18,899	$	50,000	LIBOR + 1.75%	On Demand	Mortgage Loans
Warehouse C	$	23,190	$	75,000	LIBOR + 1.95%	On Demand	Mortgage Loans and Restricted Cash
Total	$	56,051	$	170,000

	As of December 31, 2018
Facility	Amount Drawn		Facility Amount		Interest Rate	Expiration Date	Collateral ⁽¹⁾
Warehouse A	$	29,484	$	45,000	LIBOR + 1.75%	On Demand	Mortgage Loans
Warehouse B	38,164		85,000		LIBOR + 1.75%	On Demand	Mortgage Loans
Warehouse C	62,705		100,000		LIBOR + 1.95%	On Demand	Mortgage Loans and Restricted Cash
Total	$	130,353	$	230,000

⁽¹⁾ The mortgage warehouse borrowings outstanding as of September 30, 2019 and December 31, 2018 were collateralized by a) $108.6 million and $181.9 million, respectively, of mortgage loans held for sale, which comprised the balance of mortgage loans held for sale and b) approximately $1.1 million and $1.6 million, respectively, of cash which are included in restricted cash in the accompanying Condensed Consolidated Balance Sheets.