Exhibit
4.4
GUARANTEE
For value received, each of the undersigned hereby fully and
unconditionally guarantees, on a senior and unsubordinated basis,
as principal obligor and not only as a surety, to the Holders of
the 8.4% Senior Notes due 2017 (the “ Notes ”)
issued pursuant to the indenture dated as of June 28, 1996
(the “ Indenture ”) by and between The Ryland
Group, Inc. (the “ Company ”) and The Bank
of New York Mellon Trust Company, N.A. (as successor to JPMorgan
Chase Bank, N.A. f/k/a Chemical Bank), as trustee (the “
Trustee ”), as supplemented by the Fifth Supplemental
Indenture, dated as of May 5, 2009, among the Company, the
Guarantors named therein and the Trustee, as amended or
supplemented (the “ Supplemental Indenture ”),
cash payments in United States Dollars of any amounts due with
respect to the Notes in the amounts and at the times when due and
interest on all overdue amounts, if lawful, and the payment or
performance of all other obligations of the Company under the
Supplemental Indenture (as defined below), the Indenture or the
Notes, to the Holders of Notes and the Trustee, all in accordance
with and subject to the terms and limitations of the Notes, the
Indenture, the Supplemental Indenture and this Guarantee.
This Guarantee will become effective in accordance with
Article Six of the Supplemental Indenture and its terms shall
be evidenced therein. The validity and enforceability of any
Guarantee shall not be affected by the fact that it is not affixed
to any particular Note.
Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Fifth Supplemental Indenture or
the Indenture, as the case may be.
The obligations of each of the undersigned to the Holders of Notes
and to the Trustee pursuant to this Guarantee are expressly set
forth in Article Six of the Supplemental Indenture and
reference is hereby made to the Supplemental Indenture for the
precise ter