Exhibit 10.5



AMENDED AND RESTATED TRUST AGREEMENT

among

BRESLER & REINER, INC.,asDepositor

JPMORGAN CHASE BANK, NATIONAL ASSOCIATIONas Property Trustee

CHASE BANK USA, NATIONAL ASSOCIATION,as Delaware Trustee

and

THE ADMINISTRATIVE TRUSTEES NAMED HEREINas Administrative Trustees

---

Dated as of November 29, 2005

---

Bresler & Reiner Statutory Trust I



---





TABLE OF CONTENTS

|                                                 |  |                                                                                            |  | Page
|------------------------------------------------ |  | ------------------------------------------------------------------------------------------ |  | ----
|ARTICLE I.    DEFINED TERMS                      |  | 1                                                                                         
|                                                 |  | Section 1.1.    Definitions                                                                |  | 1   
|ARTICLE II.    THE TRUST                         |  | 9                                                                                         
|                                                 |  | Section 2.1.    Name                                                                       |  | 9   
|                                                 |  | Section 2.2.    Office of the Delaware Trustee; Principal Place of Business                |  | 9   
|                                                 |  | Section 2.3.    Initial Contribution of Trust Property; Fees, Costs and Expenses           |  | 9   
|                                                 |  | Section 2.4.    Purposes of Trust                                                          |  | 10  
|                                                 |  | Section 2.5.    Authorization to Enter into Certain Transactions                           |  | 10  
|                                                 |  | Section 2.6.    Assets of Trust                                                            |  | 12  
|                                                 |  | Section 2.7.    Title to Trust Property                                                    |  | 12  
|ARTICLE III.    PAYMENT ACCOUNT; PAYING AGENTS   |  | 12                                                                                        
|                                                 |  | Section 3.1.    Payment Account                                                            |  | 12  
|                                                 |  | Section 3.2.    Appointment of Paying Agents                                               |  | 13  
|ARTICLE IV.    DISTRIBUTIONS; REDEMPTION         |  | 13                                                                                        
|                                                 |  | Section 4.1.    Distributions                                                              |  | 13  
|                                                 |  | Section 4.2.    Redemption                                                                 |  | 15  
|                                                 |  | Section 4.3.    Subordination of Common Securities                                         |  | 17  
|                                                 |  | Section 4.4.    Payment Procedures                                                         |  | 17  
|                                                 |  | Section 4.5.    Withholding Tax                                                            |  | 18  
|                                                 |  | Section 4.6.    Tax Returns and Other Reports                                              |  | 18  
|                                                 |  | Section 4.7.    Payment of Taxes, Duties, Etc. of the Trust                                |  | 18  
|                                                 |  | Section 4.8.    Payments under Indenture or Pursuant to Direct Actions                     |  | 18  
|                                                 |  | Section 4.9.    Exchanges                                                                  |  | 18  
|                                                 |  | Section 4.10.    Calculation Agent                                                         |  | 19  
|                                                 |  | Section 4.11.    Certain Accounting Matters                                                |  | 20  
|ARTICLE V.    SECURITIES                         |  | 20                                                                                        
|                                                 |  | Section 5.1.    Initial Ownership                                                          |  | 20  
|                                                 |  | Section 5.2.    Authorized Trust Securities                                                |  | 21  
|                                                 |  | Section 5.3.    Issuance of the Common Securities; Subscription and Purchase of Notes      |  | 21  
|                                                 |  | Section 5.4.    The Securities Certificates                                                |  | 21  
|                                                 |  | Section 5.5.    Rights of Holders                                                          |  | 22  
|                                                 |  | Section 5.6.    Book-Entry Preferred Securities                                            |  | 22  
|                                                 |  | Section 5.7.    Registration of Transfer and Exchange of Preferred Securities Certificates |  | 23  
|                                                 |  | Section 5.8.    Mutilated, Destroyed, Lost or Stolen Securities Certificates               |  | 25  
|                                                 |  | Section 5.9.    Persons Deemed Holders                                                     |  | 25  
|                                                 |  | Section 5.10.    Cancellation                                                              |  | 25  
|                                                 |  | Section 5.11.    Ownership of Common Securities by Depositor                               |  | 26  
|                                                 |  | Section 5.12.    Restricted Legends                                                        |  | 26  
|                                                 |  | Section 5.13.    Form of Certificate of Authentication                                     |  | 28  
|ARTICLE VI.    MEETINGS; VOTING; ACTS OF HOLDERS |  | 29                                                                                        
|                                                 |  | Section 6.1.    Notice of Meetings                                                         |  | 29  
|                                                 |  | Section 6.2.    Meetings of Holders of the Preferred Securities                            |  | 29  
|                                                 |  | Section 6.3.    Voting Rights                                                              |  | 29  
|                                                 |  |                                                                                            |  |     

i

---



|                                                   |  | Section 6.4.    Proxies, Etc                                                                                            |  | 29
|-------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | --
|                                                   |  | Section 6.5.    Holder Action by Written Consent                                                                        |  | 29
|                                                   |  | Section 6.6.    Record Date for Voting and Other Purposes                                                               |  | 30
|                                                   |  | Section 6.7.    Acts of Holders                                                                                         |  | 30
|                                                   |  | Section 6.8.    Inspection of Records                                                                                   |  | 31
|                                                   |  | Section 6.9.    Limitations on Voting Rights                                                                            |  | 31
|                                                   |  | Section 6.10.    Acceleration of Maturity; Rescission of Annulment; Waivers of Past Defaults                            |  | 32
|ARTICLE VII.    REPRESENTATIONS AND WARRANTIES     |  | 33                                                                                                                     
|                                                   |  | Section 7.1.    Representations and Warranties of the Property Trustee and the Delaware
                        Trustee |  | 33
|                                                   |  | Section 7.2.    Representations and Warranties of Depositor                                                             |  | 35
|ARTICLE VIII.    THE TRUSTEES                      |  | 35                                                                                                                     
|                                                   |  | Section 8.1.    Number of Trustees                                                                                      |  | 35
|                                                   |  | Section 8.2.    Property Trustee Required                                                                               |  | 36
|                                                   |  | Section 8.3.    Delaware Trustee Required                                                                               |  | 36
|                                                   |  | Section 8.4.    Appointment of Administrative Trustees                                                                  |  | 36
|                                                   |  | Section 8.5.    Duties and Responsibilities of the Trustees                                                             |  | 37
|                                                   |  | Section 8.6.    Notices of Defaults                                                                                     |  | 38
|                                                   |  | Section 8.7.    Certain Rights of Property Trustee                                                                      |  | 38
|                                                   |  | Section 8.8.    Delegation of Power                                                                                     |  | 40
|                                                   |  | Section 8.9.    May Hold Securities                                                                                     |  | 40
|                                                   |  | Section 8.10.    Compensation; Reimbursement; Indemnity                                                                 |  | 40
|                                                   |  | Section 8.11.    Resignation and Removal; Appointment of Successor                                                      |  | 41
|                                                   |  | Section 8.12.    Acceptance of Appointment by Successor                                                                 |  | 42
|                                                   |  | Section 8.13.    Merger, Conversion, Consolidation or Succession to Business                                            |  | 43
|                                                   |  | Section 8.14.    Not Responsible for Recitals or Issuance of Securities                                                 |  | 43
|                                                   |  | Section 8.15.    Property Trustee May File Proofs of Claim                                                              |  | 43
|                                                   |  | Section 8.16.    Reports to the Property Trustee                                                                        |  | 44
|ARTICLE IX.    TERMINATION, LIQUIDATION AND MERGER |  | 44                                                                                                                     
|                                                   |  | Section 9.1.    Dissolution Upon Expiration Date                                                                        |  | 44
|                                                   |  | Section 9.2.    Early Termination                                                                                       |  | 44
|                                                   |  | Section 9.3.    Termination                                                                                             |  | 45
|                                                   |  | Section 9.4.    Liquidation                                                                                             |  | 45
|                                                   |  | Section 9.5.    Mergers, Consolidations, Amalgamations or Replacements of Trust                                         |  | 46
|ARTICLE X.    MISCELLANEOUS PROVISIONS             |  | 47                                                                                                                     
|                                                   |  | Section 10.1.    Limitation of Rights of Holders                                                                        |  | 47
|                                                   |  | Section 10.2.    Agreed Tax Treatment of Trust and Trust Securities                                                     |  | 47
|                                                   |  | Section 10.3.    Amendment                                                                                              |  | 48
|                                                   |  | Section 1014.    Separability                                                                                           |  | 49
|                                                   |  | Section 10.5.    Governing Law                                                                                          |  | 49
|                                                   |  | Section 10.6.    Successors                                                                                             |  | 49
|                                                   |  | Section 10.7.    Headings                                                                                               |  | 49
|                                                   |  | Section 10.8.    Reports, Notices and Demands                                                                           |  | 49
|                                                   |  | Section 10.9.    Agreement Not to Petition                                                                              |  | 50
|                                                   |  | Section 10.10.    Counterparts                                                                                          |  | 50
|                                                   |  |                                                                                                                         |  |   

ii

---



|Exhibit A    Certificate of Trust of Bresler & Reiner Statutory Trust I |  | 
|----------------------------------------------------------------------- |  | 
|Exhibit B    Form of Common Securities Certificate                      |  | 
|Exhibit C    Form of Preferred Securities Certificate                   |  | 
|Exhibit D    Reserved                                                   |  | 
|Exhibit E    Form of Transferor Certificate                             |  | 
|Exhibit F    Form of Officer's Financial Certificate                    |  | 
|Schedule A    Determination of LIBOR                                    |  | 

iii

---



THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of November 29, 2005, among (i) Bresler & Reiner, Inc., a Delaware corporation (including any successors
or permitted assigns, the"Depositor"),(ii) JPMorgan Chase Bank, National Association, as property trustee (in such capacity, the "Property Trustee"),(iii) Chase Bank USA, National Association, a national banking association, as Delaware trustee (in such capacity, the"Delaware Trustee"),(iv) Sidney M. Bresler, an individual, and Darryl M. Edelstein, an individual, each of whose address is c/o Bresler &
Reiner, Inc., 11200 Rockville Pike, Suite 502, Rockville, MD 20852 as administrative trustees (in such capacities, each an"Administrative
Trustee"and, collectively, the"Administrative Trustees"and, together with the Property Trustee and the Delaware Trustee, the "Trustees") and (v) the several Holders, as hereinafter defined.

WITNESSETH

WHEREAS,
the Depositor, the Property Trustee and the Delaware Trustee have heretofore created a Delaware statutory trust pursuant to the Delaware Statutory Trust Act by entering into a
Trust Agreement, dated as of November 23, 2005 (the"Original Trust Agreement's,") and by executing and filing with the Secretary of State of the
State of Delaware the Certificate of Trust, substantially in the form attached asExhibit A; and

WHEREAS,
the Depositor and the Trustees desire to amend and restate the Original Trust Agreement in its entirety as set forth herein to provide for, among other things, (i) the
issuance of the Common Securities by the Trust to the Depositor, (ii) the issuance and sale of the Preferred Securities by the Trust pursuant to the Purchase Agreement and (iii) the
acquisition by the Trust from the Depositor of all of the right, title and interest in and to the Notes;

Now,
THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each party, for the benefit of the other parties and for the benefit of the Holders, hereby amends and restates the Original Trust Agreement in its entirety and agrees as follows:

ARTICLE I.    DEFINED TERMS

SECTION
1.1.Definitions.

For
all purposes of this Trust Agreement, except as otherwise expressly provided or unless the context otherwise requires:



"Act"has the meaning specified inSection 6.7.

---



"Additional Interest"has the meaning specified in Section 1.1 of the Indenture.

"Additional Interest Amount"means, with respect to Trust Securities of a given Liquidation Amount and/or a given period, the amount of
Additional Interest paid by the Depositor on a Like Amount of Notes for such period.

"Additional Taxes"has the meaning specified in Section 1.1 of the Indenture.

"Additional Tax Sums"has the meaning specified in Section 10.5 of the Indenture.

"Administrative Trustee"means each of the Persons identified as an"Administrative
Trustee"in the preamble to this Trust Agreement, solely in each such Person's capacity as Administrative Trustee of the Trust and not in such Person's individual capacity, or
any successor Administrative Trustee appointed as herein provided.

"Affiliate"of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Applicable Depositary Procedures"means, with respect to any transfer or transaction involving a Book-Entry Preferred
Security, the rules and procedures of the Depositary for such Book-Entry Preferred Security, in each case to the extent applicable to such transaction and as in effect from time to time.

"Bankruptcy Event"means, with respect to any Person:



"Bankruptcy Laws"means all Federal and state bankruptcy, insolvency, reorganization and other similar laws, including the United States
Bankruptcy Code.

"Book-Entry Preferred Security"means a Preferred Security, the ownership and transfers of which shall be made through book
entries by a Depositary.

2

---



"Business Day"means a day other than (a) a Saturday or Sunday, (b) a day on which banking institutions in the City of New
York are authorized or required by law or executive order to remain closed or (c) a day on which the Corporate Trust Office is closed for business.

"Calculation Agent"has the meaning specified inSection 4.10.

"Closing Date"has the meaning specified in the Purchase Agreement.

"Code"means the United States Internal Revenue Code of 1986, as amended.

"Commission"means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any
time after the execution of this Trust Agreement such Commission is not existing and performing the duties assigned to it, then the body performing such duties at such time.

"Common Securities Certificate"means a certificate evidencing ownership of Common Securities, substantially in the form attached as Exhibit B.

"Common Security"means an undivided beneficial interest in the assets of the Trust, having a Liquidation Amount of $1,000 and having the
rights provided therefor in this Trust Agreement.

"Common Securities Subscription Agreement"means the agreement of even date herewith by and between the Depositor and the Trust pertaining
to the sale and purchase of the Common Securities.

"Corporate Trust Office"means the principal office of the Property Trustee at which any particular time its corporate trust business
shall be administered, which office at the date of this Trust Agreement is located at 600 Travis, 50th Floor, Houston, Texas 77002, Attention: Worldwide Securities
ServicesBresler & Reiner Statutory Trust I.

"Definitive Preferred Securities Certificates"means Preferred Securities issued in certificated, fully registered form that are not
Global Preferred Securities.

"Delaware Statutory Trust Act"means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq.,or any successor statute thereto, in each case as
amended from time to time.

"Delaware Trustee"means the Person identified as the"Delaware Trustee"in the preamble
to this Trust Agreement, solely in its capacity as Delaware Trustee of the Trust and not in its individual capacity, or its successor in interest in such capacity, or any successor Delaware Trustee
appointed as herein provided.

"Depositary"means an organization registered as a clearing agency under the Exchange Act that is designated as Depositary by the
Depositor or any successor thereto. DTC will be the initial Depositary.

"Depositary Participant"means a broker, dealer, bank, other financial institution or other Person for whom from time to time the
Depositary effects book-entry transfers and pledges of securities deposited with the Depositary.

"Depositor"has the meaning specified in the preamble to this Trust Agreement and any successors and permitted
assigns.

"Depositor Affiliate"has the meaning specified inSection 4.9.

"Distribution Date"has the meaning specified inSection 4.1(a)(i).

"Distributions"means amounts payable in respect of the Trust Securities as provided in Section 4.1.

"DTC"means The Depository Trust Company, a New York corporation, or any successor thereto.

"Early Termination Event"has the meaning specified inSection 9.2.

3

---



"Event of Default"means any one of the following events (whatever the reason for such event and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):



"Exchange Act"means the Securities Exchange Act of 1934, and any successor statute thereto, in each case as amended from time to time.

"Expiration Date"has the meaning specified inSection 9.1.

"Fixed Rate Period"has the meaning specified in the Indenture.

"Fiscal Year"shall be the fiscal year of the Trust, which shall be the calendar year, or such other period as is required by the Code.

"Global Preferred Security"means a Preferred Securities Certificate evidencing ownership of Book-Entry Preferred
Securities.

4

---





"Holder"means a Person in whose name a Trust Security or Trust Securities are registered in the Securities Register; any such Person
shall be deemed to be a beneficial owner within the meaning of the Delaware Statutory Trust Act.

"Indemnified Person"has the meaning specified inSection 8.10(c).

"Indenture"means the Junior Subordinated Indenture executed and delivered by the Depositor and the Note Trustee contemporaneously with
the execution and delivery of this Trust Agreement, for the benefit of the holders of the Notes.

"Indenture Redemption Price"means the Optional Note Redemption Price or the Special Note Redemption Price, as applicable.

"Initial Purchaser"shall mean the initial purchasers of the Preferred Securities.

"Interest Payment Date"has the meaning specified in Section 1.1 of the Indenture.

"Investment Company Act"means the Investment Company Act of 1940, or any successor statute thereto, in each case as amended from time to
time.

"Investment Company Event"has the meaning specified in Section 1.1 of the Indenture.

"Junior Subordinated Note Purchase Agreement"means the agreement of even date herewith by and between the Depositor and the Trust
pertaining to the issuance and purchase of the Notes.

"LIBOR"has the meaning specified inSchedule A.

"LIBOR Business Day"has the meaning specified inSchedule A.

"LIBOR Determination Date"has the meaning specified inSchedule A.

"Lien"means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse ownership interest, hypothecation, assignment,
security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever.

"Like Amount"means (a) with respect to a redemption of any Trust Securities, Trust Securities having a Liquidation Amount equal to
the principal amount of Notes to be contemporaneously redeemed or paid at maturity in accordance with the Indenture, the proceeds of which will be used to pay the Redemption Price of such Trust
Securities, (b) with respect to a distribution of Notes to Holders of Trust Securities in connection with a dissolution of the Trust, Notes having a principal amount equal to the Liquidation
Amount of the Trust Securities of the Holder to whom such Notes are distributed and (c) with respect to any distribution of Additional Interest Amounts to Holders of Trust Securities, Notes
having a principal amount equal to the Liquidation Amount of the Trust Securities in respect of which such distribution is made.

"Liquidation Amount"means the stated amount of $1,000 per Trust Security.

"Liquidation Date"means the date on which assets are to be distributed to Holders in accordance with Section 9.4(a)hereunder following dissolution of the Trust.

"Liquidation Distribution"has the meaning specified inSection 9.4(d).

"Majority in Liquidation Amount"means Common or Preferred Securities, as the case may be, representing more than fifty percent (50%) of
the aggregate Liquidation Amount of all (or a specified group of) then Outstanding Common or Preferred Securities, as the case may be.

"Note Event of Default"means any"Event of Default"specified in Section 5.1of the Indenture.

"Note Redemption Date"means, with respect to any Notes to be redeemed under the Indenture, the date fixed for redemption of such Notes
under the Indenture.

5

---



"Note Trustee"means the Person identified as the"Trustee"in the Indenture, solely in
its capacity as Trustee pursuant to the Indenture and not in its individual capacity, or its successor in interest in such capacity, or any successor Trustee appointed as provided in the Indenture.

"Notes"means the Depositor's Junior Subordinated Notes issued pursuant to the Indenture.

"Officers' Certificate"means a certificate signed by the Chief Executive Officer, the President or an Executive Vice President, and by
the Chief Financial Officer, Treasurer or an Assistant Treasurer, of the Depositor, and delivered to the Trustees. Any Officers' Certificate delivered with respect to compliance with a condition or
covenant provided for in this Trust Agreement (other than the certificate provided pursuant toSection 8.16which is not an Officers'
Certificate) shall include:



"Operative Documents"means the Purchase Agreement, the Indenture, the Trust Agreement, the Notes and the Trust Securities.

"Opinion of Counsel"means a written opinion of counsel, who may be counsel for, or an employee of, the Depositor or any Affiliate of the
Depositor.

"Optional Redemption Price"means, with respect to any Trust Security, an amount equal to one hundred percent (100%) of the Liquidation
Amount of such Trust Security on the Redemption Date, plus accumulated and unpaid Distributions to the Redemption Date, plus the related amount of the premium, if any, and/or accrued interest,
including Additional Interest, if any, thereon paid by the Depositor upon the concurrent redemption or payment at maturity of a Like Amount of Notes.

"Optional Note Redemption Price"means, with respect to any Note to be redeemed on any Redemption Date under the Indenture, an amount
equal to one hundred percent (100%) of the outstanding principal amount of such Note, together with accrued interest, including any Additional Interest (to the extent legally enforceable), thereon
through but not including the date fixed as such Redemption Date.

"Original Issue Date"means the date of original issuance of the Trust Securities.

"Original Trust Agreement"has the meaning specified in the recitals to this Trust Agreement.

"Outstanding",when used with respect to any Trust Securities, means, as of the date of determination, all Trust Securities theretofore
executed and delivered under this Trust Agreement, except:



6

---





providedthat in determining whether the Holders of the requisite Liquidation Amount of the Outstanding Preferred Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Preferred Securities owned by the Depositor, any Trustee or any Affiliate of the Depositor or of any Trustee shall be disregarded
and deemed not to be Outstanding, except that (i) in determining whether any Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or
waiver, only Preferred Securities that such Trustee knows to be so owned shall be so disregarded and (ii) the foregoing shall not apply at any time when all of the Outstanding Preferred
Securities are owned by the Depositor, one or more of the Trustees and/or any such Affiliate. Preferred Securities so owned that have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Administrative Trustees the pledgee's right so to act with respect to such Preferred Securities and that the pledgee is not the Depositor, any Trustee or
any Affiliate of the Depositor or of any Trustee.

"Owner"means each Person who is the beneficial owner of Book-Entry Preferred Securities as reflected in the records of the
Depositary or, if a Depositary Participant is not the beneficial owner, then the beneficial owner as reflected in the records of the Depositary Participant.

"Paying Agent"means any Person (other than the Company or any Affiliate of the Company) authorized by the Administrative Trustee to pay
Distributions or other amounts in respect of any Trust Securities on behalf of the Trust.

"Payment Account"means a segregated non-interest-bearing corporate trust account maintained by the Property Trustee for the
benefit of the Holders in which all amounts paid in respect of the Notes will be held and from which the Property Trustee, through the Paying Agent, shall make payments to the Holders in accordance
withSections 3.1, 4.1and4.2.

"Person"means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock
company, company, limited liability company, trust, unincorporated association or government, or any agency or political subdivision thereof, or any other entity of whatever nature.

"Preferred Security"means an undivided beneficial interest in the assets of the Trust, having a Liquidation Amount of $1,000 and having
the rights provided therefor in this Trust Agreement.

"Preferred Securities Certificate"means a certificate evidencing ownership of Preferred Securities, substantially in the form attached as Exhibit C.

"Property Trustee"means the Person identified as the"Property Trustee"in the preamble
to this Trust Agreement, solely in its capacity as Property Trustee of the Trust and not in its individual capacity, or
its successor in interest in such capacity, or any successor Property Trustee appointed as herein provided.

"Purchase Agreement"means the Purchase Agreement or Purchase Agreements (whether one or more) executed and delivered contemporaneously
with this Agreement by the Trust, the Depositor and the purchaser(s) named therein, as the same may be amended from time to time.

"QIB"means a "Qualified Institutional Buyer" as defined in Rule 144A under the Securities Act of 1933, as amended.

7

---



"QP"means a "Qualified Purchaser" as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended.

"QIB/QP"means a QIB that is also a QP.

"Redemption Date"means, with respect to any Trust Security to be redeemed, the date fixed for such redemption by or pursuant to this
Trust Agreement;provided,that each Note Redemption Date and the stated maturity (or any date of principal repayment upon early maturity) of the Notes
shall be a Redemption Date for a Like Amount of Trust Securities.

"Redemption Price"means the Special Redemption Price or Optional Redemption Price, as applicable. If the Depositor has redeemed the Notes
at the Special Note Redemption Price, the Trust shall redeem the Trust Securities at the Special Redemption Price. If the Depositor has redeemed the Notes at the Optional Note Redemption Price, the
Trust shall redeem the Trust Securities at the Optional Redemption Price.

"Reference Banks"has the meaning specified inSchedule A.

"Responsible Officer"means, with respect to the Property Trustee, the officer in the Worldwide Securities Services department of the
Property Trustee having direct responsibility for the administration of this Trust Agreement.

"Securities Act"means the Securities Act of 1933, and any successor statute thereto, in each case as amended from time to time.

"Securities Certificate"means any one of the Common Securities Certificates or the Preferred Securities Certificates.

"Securities Register"and"Securities Registrar"have the respective meanings specified in Section 5.7.

"Special Redemption Price"means, with respect to any Trust Security, an amount equal to one hundred seven and one half percent (107.5%)
of the Liquidation Amount of such Trust Security on the Redemption Date, plus accumulated and unpaid Distributions to the Redemption Date, plus the related amount of the premium, if any, and/or
accrued interest, including Additional Interest, if any, thereon paid by the Depositor upon the concurrent redemption or payment at maturity of a Like Amount of Notes.

"Special Note Redemption Price"means, with respect to any Note to be redeemed on any Redemption Date under the Indenture, an amount equal
to one hundred seven and one half percent (107.5%) of the outstanding principal amount of such Note, together with accrued interest, including Additional Interest, thereon through but not including
the date fixed as such Redemption Date.

"Successor Securities"has the meaning specified inSection 9.5(a).

"Tax Event"has the meaning specified in Section 1.1 of the Indenture.

"Trust"means the Delaware statutory trust known as "Bresler & Reiner Statutory Trust I," which was created on November 23,
2005 under the Delaware Statutory Trust Act pursuant to the Original Trust Agreement and the filing of the Certificate of Trust, and continued pursuant to this Trust Agreement.

"Trust Agreement"means this Amended and Restated Trust Agreement, as the same may be modified, amended or supplemented from time to time
in accordance with the applicable provisions hereof, including all Schedules and Exhibits.

"Trustees"means the Administrative Trustees, the Property Trustee and the Delaware Trustee, each as defined in this Article I.

8

---



"Trust Property"means (a) the Notes, (b) any cash on deposit in, or owing to, the Payment Account and (c) all
proceeds and rights in respect of the foregoing and any other property and assets for the time being held or deemed to be held by the Property Trustee pursuant to the trusts of this Trust Agreement.

"Trust Security"means any one of the Common Securities or the Preferred Securities.

ARTICLE II.    THE TRUST

SECTION
2.1.Name.

The
trust continued hereby shall be known as "Bresler & Reiner Statutory Trust I", as such name may be modified from time to time by the Administrative Trustees following written
notice to the Holders of Trust Securities and the other Trustees, in which name the Trustees may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the
Trust and sue and be sued.

SECTION
2.2.Office of the Delaware Trustee; Principal Place of Business.

The
address of the Delaware Trustee in the State of Delaware is Chase Bank USA, National Association, 500 Stanton Christiana Road, Building 4 (3rd Floor), Newark, DE 19713, Attention:
Worldwide Securities Services, or such other address in the State of Delaware as the Delaware Trustee may designate by written notice to the Holders, the Depositor, the Property Trustee and the
Administrative Trustees. The principal executive office of the Trust is 11200 Rockville Pike, Suite 502, Rockville, MD 20852, Attention: Darryl M. Edelstein, as such address may be changed from time
to time by the Administrative Trustees following written notice to the Holders and the other Trustees.

SECTION
2.3.Initial Contribution of Trust Property, Fees, Costs and Expenses.

The
Property Trustee acknowledges receipt from the Depositor in connection with the Original Trust Agreement of the sum of ten dollars ($10), which constituted the initial Trust
Property. The Depositor shall pay all fees, costs and expenses of the Trust (except with respect to the Trust Securities) as they arise or shall, upon request of any Trustee, promptly reimburse such
Trustee for any such fees, costs and expenses paid by such Trustee. The Depositor shall make no claim upon the Trust Property for the payment of such fees, costs or expenses.

9

---





SECTION 2.4.Purposes of Trust.



SECTION
2.5.Authorization to Enter into Certain Transactions.



10

---





11

---





SECTION
2.6.Assets of Trust



SECTION
2.7.Title to Trust Property.



ARTICLE III.    PAYMENT ACCOUNT; PAYING AGENTS

SECTION
3.1.Payment Account.



12

---





SECTION
3.2.Appointment of Paying Agents.

The
Paying Agent shall initially be the Property Trustee. The Paying Agent shall make Distributions to Holders from the Payment Account and shall report the amounts of such Distributions
to the Property Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions
referred to above. The Administrative Trustees may revoke such power and remove the Paying Agent in their sole discretion. Any Person acting as Paying Agent shall be permitted to resign as Paying
Agent upon thirty (30) days' written notice to the Administrative Trustees and the Property Trustee. If the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent
shall resign or its authority to act be revoked, the Administrative Trustees shall appoint a successor (which shall be a bank or trust company) to act as Paying Agent. Such successor Paying Agent
appointed by the Administrative Trustees shall execute and deliver to the Trustees an instrument in which such successor Paying Agent shall agree with the Trustees that as Paying Agent, such successor
Paying Agent will hold all sums, if any, held by it for payment to the Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent
shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Article VIIIshall apply to the Property Trustee also in its role as Paying Agent, for so long as the Property Trustee shall act as Paying Agent
and, to the extent applicable, to any other Paying Agent appointed hereunder. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context
requires otherwise. For the avoidance of doubt, the Company shall not be permitted to appoint itself or any Affiliate as a Paying Agent hereunder.

ARTICLE IV.    DISTRIBUTIONS; REDEMPTION

SECTION 4.1.Distributions.



13

---





14

---



SECTION 4.2.Redemption.



15

---





16

---





SECTION
4.3.Subordination of Common Securities.



SECTION
4.4.Payment Procedures.

Payments
of Distributions (including any Additional Interest Amounts), the Redemption Price, Liquidation Amount or any other amounts in respect of the Preferred Securities shall be made
by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing at least ten (10) Business Days prior to the date for payment by
the Person entitled thereto unless proper written transfer instructions have not been received by the relevant record date, in which case such payments shall be made by check mailed to the address of
such Person as such address shall appear in the Securities Register. If any Preferred Securities are held by a Depositary, such Distributions thereon shall be made to the Depositary in immediately
available funds. Payments in respect of the Common Securities shall be made in such manner as shall be mutually agreed between the Property Trustee and the Holder of all the Common Securities.

17

---



SECTION
4.5.Withholding Tax.



SECTION
4.6.Tax Returns and Other Reports.

The
Administrative Trustees shall prepare (or cause to be prepared) at the principal office of the Trust in the United States, as defined for purposes of Treasury regulations
section 301.7701-7, at the Depositor's expense, and file, all United States federal, state and local tax and information returns and reports required to be filed by or in respect of
the Trust. The Administrative Trustees shall prepare at the principal office of the Trust in the United States, as defined for purposes of Treasury regulations section 301.7701-7,
and furnish (or cause to be prepared and furnished), by January 31 in each taxable year of the Trust to each Holder all Internal Revenue Service forms and returns required to be provided by the
Trust. The Administrative Trustees shall provide the Depositor, Taberna Capital Management, LLC and the Property Trustee with a copy of all such returns and reports promptly after such filing or
furnishing.

SECTION
4.7.Payment of Taxes, Duties, Etc. of the Trust.

Upon
receipt under the Notes of Additional Tax Sums and upon the written direction of the Administrative Trustees, the Property Trustee shall promptly pay, solely out of monies on
deposit pursuant to this Trust Agreement, any Additional Taxes imposed on the Trust by the United States or any other taxing authority.

SECTION
4.8.Payments under Indenture or Pursuant to Direct Actions.

Any
amount payable hereunder to any Holder of Preferred Securities shall be reduced by the amount of any corresponding payment such Holder (or any Owner with respect thereto) has
directly received pursuant to Section 5.8 of the Indenture orSection 6.10(b)of this Trust Agreement.

SECTION
4.9.Exchanges.



18

---





SECTION
4.10.Calculation Agent.



19

---





SECTION 4.11.Certain Accounting Matters.



ARTICLE V.    SECURITIES

SECTION 5.1.Initial Ownership.

Upon
the creation of the Trust and the contribution by the Depositor referred to inSection 2.3and until the issuance of the Trust
Securities, and at any time during which no Trust Securities are Outstanding, the Depositor shall be the sole beneficial owner of the Trust.

20

---



SECTION
5.2.Authorized Trust Securities.

The
Trust shall be authorized to issue one series of Preferred Securities having an aggregate Liquidation Amount of $40,000,000 and one series of Common Securities having an aggregate
Liquidation Amount of $1,238,000.

SECTION
5.3.Issuance of the Common Securities; Subscription and Purchase of Notes.

On
the Closing Date, an Administrative Trustee, on behalf of the Trust, shall execute and deliver to the Depositor Common Securities Certificates, registered in the name of the
Depositor, evidencing an aggregate of 1,238 Common Securities having an aggregate Liquidation Amount of One Million Two Hundred Thirty Eight Thousand Dollars ($1,238,000), against receipt by the Trust
of the aggregate purchase price of such Common Securities of One Million Two Hundred Thirty Eight Thousand Dollars ($1,238,000). Contemporaneously therewith and with the sale by the Trust to the
Holders of an aggregate of 40,000 Preferred Securities having an aggregate Liquidation Amount of Forty Million Dollars ($40,000,000) an Administrative Trustee, on behalf of the Trust, shall purchase
from the Depositor Notes, to be registered in the name of the Property Trustee on behalf of the Trust and having an aggregate principal amount equal to Forty One Million Two Hundred Thirty Eight
Thousand
Dollars ($41,238,000), and, in satisfaction of the purchase price for such Notes, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum of Forty One Million Two Hundred
Thirty Eight Thousand Dollars ($41,238,000) (being the aggregate amount paid by the Holders for the Preferred Securities, and the amount paid by the Depositor for the Common Securities).

SECTION
5.4.The Securities Certificates.



21

---





SECTION
5.5.Rights of Holders.

The
Trust Securities shall have no preemptive or similar rights and when issued and delivered to Holders against payment of the purchase price therefor will be fully paid and
non-assessable by the Trust. Except as provided inSection 5.11(b),the Holders of the Trust Securities, in their capacities as such,
shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

SECTION
5.6.Book-Entry Preferred Securities.



22

---





SECTION
5.7.Registration of Transfer and Exchange of Preferred Securities Certificates.



23

---





24

---





SECTION
5.8.Mutilated, Destroyed, Lost or Stolen Securities Certificates.



SECTION
5.9.Persons Deemed Holders.

The
Trustees and the Securities Registrar shall each treat the Person in whose name any Securities Certificate shall be registered in the Securities Register as the owner of such
Securities Certificate for the purpose of receiving Distributions and for all other purposes whatsoever, and none of the Trustees and the Securities Registrar shall be bound by any notice to the
contrary.

SECTION
5.10.Cancellation.

All
Preferred Securities Certificates surrendered for registration of transfer or exchange or for payment shall, if surrendered to any Person other than the Property Trustee, be
delivered to the Property Trustee, and any such Preferred Securities Certificates and Preferred Securities Certificates surrendered directly to the Property Trustee for any such purpose shall be
promptly canceled by it. The Administrative Trustees may at any time deliver to the Property Trustee for cancellation any Preferred Securities Certificates previously delivered hereunder that the
Administrative Trustees may have acquired in any manner whatsoever, and all Preferred Securities Certificates so delivered shall be promptly canceled by the Property Trustee. No Preferred Securities
Certificates shall be executed and delivered in lieu of or in exchange for any Preferred Securities Certificates canceled as provided in this

25

---



Section 5.10,except as expressly permitted by this Trust Agreement. All canceled Preferred Securities Certificates shall be retained by the Property Trustee in
accordance with its customary practices.

SECTION
5.11.Ownership of Common Securities by Depositor.



SECTION
5.12.Restricted Legends.



26

---





27

---





SECTION
5.13.Form of Certificate of Authentication.



|Dated: |  | JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
not in its individual capacity,
but solely as Property Trustee
|------ |  | ---------------------------------------------------------------------------------------------------------
|       |  | By:                                                                                                      
|       |  |                                                                                                          

28

---





ARTICLE VI.    MEETINGS; VOTING; ACTS OF HOLDERS

SECTION
6.1.Notice of Meetings.

Notice
of all meetings of the Holders of the Preferred Securities, stating the time, place and purpose of the meeting, shall be given by the Property Trustee pursuant to Section 10.8to each Holder of
Preferred Securities, at such Holder's registered address, at least fifteen (15) days and not more than
ninety (90) days before the meeting. At any such meeting, any business properly before the meeting may be so considered whether or not stated in the notice of the meeting. Any adjourned meeting
may be held as adjourned without further notice.

SECTION
6.2.Meetings of Holders of the Preferred Securities.



SECTION
6.3.Voting Rights.

Holders
shall be entitled to one vote for each $10,000 of Liquidation Amount represented by their Outstanding Trust Securities in respect of any matter as to which such Holders are
entitled to vote.

SECTION
6.4.Proxies, Etc.

At
any meeting of Holders, any Holder entitled to vote thereat may vote by proxy,provided,that no proxy shall be voted at any meeting
unless it shall have been placed on file with the Administrative Trustees, or with such other officer or agent of the Trust as the Administrative Trustees may direct, for verification prior to the
time at which such vote shall be taken. Pursuant to a resolution of the Property Trustee, proxies may be solicited in the name of the Property Trustee or one or more officers of the Property Trustee.
Only Holders of record shall be entitled to vote. When Trust Securities are held jointly by several Persons, any one of them may vote at any meeting in person or by proxy in respect of such Trust
Securities, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall
not be received in respect of such Trust Securities. A proxy purporting to be executed by or on behalf of a Holder shall be deemed valid unless challenged at or prior to its exercise, and the burden
of proving invalidity shall rest on the challenger. No proxy shall be valid more than three years after its date of execution.

SECTION
6.5.Holder Action by Written Consent.

Any
action that may be taken by Holders at a meeting may be taken without a meeting and without prior notice if Holders holding at least a Majority in Liquidation Amount of all Preferred

29

---



Securities
entitled to vote in respect of such action (or such lesser or greater proportion thereof as shall be required by any other provision of this Trust Agreement) shall consent to the action in
writing;provided,that notice of such action is promptly provided to the Holders of Preferred Securities that did not consent to such action. Any
action that may be taken by the Holders of all the Common Securities may be taken without a meeting and without prior notice if such Holders shall consent to the action in writing.

SECTION
6.6.Record Date for Voting and Other Purposes.

Except
as provided inSection 6.10(a),for the purposes of determining the Holders who are entitled to notice of and to vote at any
meeting or to act by written consent, or to participate in any distribution on the Trust Securities in respect of which a record date is not otherwise provided for in this Trust Agreement, or for the
purpose of any other action, the Administrative Trustees may from time to time fix a date, not more than ninety (90) days prior to the date of any meeting of Holders or the payment of a
Distribution or other action, as the case may be, as a record date for the determination of the identity of the Holders of record for such purposes.

SECTION
6.7.Acts of Holders.



30

---





SECTION
6.8.Inspection of Records.

Upon
reasonable written notice to the Administrative Trustees and the Property Trustee, the records of the Trust shall be open to inspection by any Holder during normal business hours
for any purpose reasonably related to such Holder's interest as a Holder.

SECTION
6.9.Limitations on Voting Rights.



31

---





SECTION
6.10.Acceleration of Maturity; Rescission of Annulment; Waivers of Past Defaults.



Upon
receipt by the Property Trustee of written notice requesting such an acceleration, or rescission and annulment thereof, by Holders of any part of the Preferred Securities, a record
date shall be established for determining Holders of Outstanding Preferred Securities entitled to join in such notice, which record date shall be at the close of business on the day the Property
Trustee receives such notice. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such Holders remain
Holders after such record date;provided,that, unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have
become effective by virtue of the requisite percentage having joined in such notice prior to the day that is ninety (90) days after such record date, such notice of declaration of acceleration,
or rescission and annulment, as the case may be, shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or
a proxy of a Holder, from giving, after expiration of such ninety (90)-day period, a new written notice of declaration of acceleration, or rescission and annulment thereof, as the case may
be, that is identical to a written notice that has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of
thisSection 6.10(a).



32

---





ARTICLE VII.    REPRESENTATIONS AND WARRANTIES

SECTION
7.1.Representations and Warranties of the Property Trustee and the Delaware Trustee.

The
Property Trustee and the Delaware Trustee, each severally on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Holders that:



33

---





34

---





SECTION 7.2.Representations and Warranties of Depositor.

The
Depositor hereby represents and warrants for the benefit of the Holders that:



ARTICLE VIII.    THE TRUSTEES

SECTION
8.1.Number of Trustees.

The
number of Trustees shall be four (4);provided,that the Property Trustee and the Delaware Trustee may be the same Person, in which
case the number of Trustees shall be three (3). The number of Trustees may be increased or decreased by Act of the Holder of the Common Securities subject toSections 8.2,
8.3,and8.4.The death, resignation, retirement, removal, bankruptcy, incompetence or incapacity to perform the duties of a
Trustee shall not operate to annul, dissolve or terminate the Trust.

35

---



SECTION
8.2.Property Trustee Required.

There
shall at all times be a Property Trustee hereunder with respect to the Trust Securities. The Property Trustee shall be a corporation organized and doing business under the laws of
the United States or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of at least fifty million dollars ($50,000,000), subject to supervision
or examination by federal or state authority and having an office within the United States. If any such Person publishes reports of condition at least annually pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of thisSection 8.2,the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Property Trustee shall cease to be eligible in accordance with the provisions of thisSection 8.2,it
shall resign immediately in the manner and with the effect hereinafter specified in thisArticle VIII.

SECTION
8.3.Delaware Trustee Required.



SECTION
8.4.Appointment of Administrative Trustees.



36

---





SECTION
8.5.Duties and Responsibilities of the Trustees.



37

---





SECTION
8.6.Notices of Defaults.



SECTION
8.7.Certain Rights of Property Trustee.

Subject
to the provisions ofSection 8.5:



38

---





39

---





No
provision of this Trust Agreement shall be deemed to impose any duty or obligation on any Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred
or imposed on it, in any jurisdiction in which it shall be illegal, or in which such Person shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, or
to exercise any such right, power, duty or obligation.

SECTION
8.8.Delegation of Power.

Any
Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 its, his or her power for the purpose of executing any
documents contemplated inSection 2.5.The Trustees shall have power to delegate from time to time to such of their number or to the Depositor
the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient, to the extent such
delegation is not prohibited by applicable law or contrary to the provisions of this Trust Agreement.

SECTION
8.9.May Hold Securities.

Any
Trustee or any other agent of any Trustee or the Trust, in its individual or any other capacity, may become the owner or pledgee of Trust Securities and except as provided in the
definition of the term"Outstanding"inArticle I,may otherwise deal with the Trust with the
same rights it would have if it were not a Trustee or such other agent.

SECTION
8.10.Compensation; Reimbursement," Indemnity.

The
Depositor agrees:



40

---





The
Trust shall have no payment, reimbursement or indemnity obligations to the Trustees under thisSection 8.10. The provisions of
thisSection 8.10shall survive the termination of this Trust Agreement and the earlier removal or resignation of any Trustee.

No
Trustee may claim any Lien on any Trust Property whether before or after termination of the Trust as a result of any amount due pursuant to this Section 8.10.

To
the fullest extent permitted by law, in no event shall the Property Trustee and the Delaware Trustee be liable for any indirect, special, punitive or consequential loss or damage of
any kind whatsoever, including, but not limited to, lost profits, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

In
no event shall the Property Trustee and the Delaware Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its
control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations,
governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Trust Agreement.

SECTION
8.11.Resignation and Removal," Appointment of Successor.



41

---





SECTION
8.12.Acceptance of Appointment by Successor.



42

---







SECTION
8.13.Merger, Conversion, Consolidation or Succession to Business.

Any
Person into which the Property Trustee or the Delaware Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which such Trustee shall be a party, or any Person succeeding to all or substantially all the corporate trust business of such Trustee, shall be the successor of such Trustee
hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto,provided,that such Person shall be
otherwise qualified and eligible under thisArticle VIII.

SECTION
8.14.Not Responsible for Recitals, Issuance of Securities, or Representations.

The
recitals contained herein and in the Securities Certificates shall be taken as the statements of the Trust and the Depositor, and the Trustees do not assume any responsibility for
their correctness. The Trustees make no representations as to the title to, or value or condition of, the property of the Trust or any part thereof, nor as to the validity or sufficiency of this Trust
Agreement, the Notes or the Trust Securities. The Trustees shall not be accountable for the use or application by the Depositor of the proceeds of the Notes. It is expressly understood and agreed by
the parties hereto that insofar as any document, agreement or certificate is executed on behalf of the Trust by any Trustee (i) such document, agreement or certificate is executed and delivered
by such Trustee, not in its individual capacity but solely as Trustee under this Trust Agreement in the exercise of the powers and authority conferred and vested in it, (ii) each of the
representations, undertakings and agreements made on the part of the Trust is made and intended not as individual capacity but is made and intended not as representations, warranties, covenants,
undertakings and agreements by any Trustee in its individual capacity but is made and intended for the purpose of binding only the Trust and (iii) under no circumstances shall any Trustee in
its individual capacity be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant
made or undertaken by the Trust under this Trust Agreement or any other document, agreement or certificate.

SECTION
8.15.Property Trustee May File Proofs of Claim.



43

---





SECTION
8.16.Reports to the Property Trustee.



The
Property Trustee shall obtain all reports, certificate and information, which it is entitled to obtain under each of the Operative Documents.

ARTICLE IX.    TERMINATION, LIQUIDATION AND MERGER

SECTION
9.1.Dissolution Upon Expiration Date.

Unless
earlier dissolved, the Trust shall automatically dissolve on January 30, 2041 (the"Expiration Date"), and the Trust
Property shall be liquidated in accordance withSection 9.4.

SECTION
9.2.Early Termination.

The
first to occur of any of the following events is an"Early Termination Event",upon the occurrence of which the Trust shall be
dissolved:



44

---





SECTION
9.3.Termination.



SECTION
9.4.Liquidation.



45

---





SECTION
9.5.Mergers, Consolidations, Amalgamations or Replacements of Trust.

The
Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to, any Person
except pursuant to thisArticle IX. At the request of the Holders of the Common Securities, without the consent of the Holders of the Preferred
Securities, the Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as
such under the laws of any State;provided,that:



46

---





Notwithstanding
the foregoing, the Trust shall not, except with the consent of Holders of all of the Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other entity to consolidate, amalgamate, merge with or into, or replace, the Trust if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust
for United States federal income tax purposes or cause the Notes to be treated as other than indebtedness of the Depositor for United States federal income tax purposes.

ARTICLE X.    MISCELLANEOUS PROVISIONS

SECTION
10.1.Limitation of Rights of Holders.

Except
as set forth inSection 9.2,the death, bankruptcy, termination, dissolution or incapacity of any Person having an interest,
beneficial or otherwise, in Trust Securities shall not operate to terminate this Trust Agreement, nor annul, dissolve or terminate the Trust nor entitle the legal representatives or heirs of such
Person or any Holder for such Person, to claim an accounting, take any action or bring any proceeding in any court for a partition or winding up of the arrangements contemplated hereby, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of them.

SECTION
10.2.Agreed Tax Treatment of Trust and Trust Securities.

The
parties hereto and, by its acceptance or acquisition of a Trust Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such
Trust Security intend and agree to treat the Trust as a grantor trust for United States federal, state and local tax purposes, and to treat the Trust Securities (including all payments and proceeds
with respect to such Trust Securities) as undivided beneficial ownership interests in the Trust Property (and payments and proceeds therefrom, respectively) for United States federal, state and local
tax purposes and to treat

47

---



the
Notes as indebtedness of the Depositor for United States federal, state and local tax purposes. The provisions of this Trust Agreement shall be interpreted to further this intention and agreement
of the parties.

SECTION
10.3.Amendment.

(a) This
Trust Agreement may be amended from time to time by the Property Trustee, the Administrative Trustees and the Holder of all the Common Securities, without the consent of
any Holder of the Preferred Securities, (i) to cure any ambiguity, correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make
or amend any other
provisions with respect to matters or questions arising under this Trust Agreement, which shall not be inconsistent with the other provisions of this Trust Agreement, (ii) to modify, eliminate
or add to any provisions of this Trust Agreement to such extent as shall be necessary to ensure that the Trust will neither be taxable as a corporation nor be classified as other than a grantor trust
for United States federal income tax purposes at all times that any Trust Securities are Outstanding or to ensure that the Notes are treated as indebtedness of the Depositor for United States federal
income tax purposes, or to ensure that the Trust will not be required to register as an "investment company" under the Investment Company Act or (iii) to add to the covenants, restrictions or
obligations of the Depositor;provided,that in the case of clauses (i), (ii) or (iii), such action shall not adversely affect in any material
respect the interests of any Holder.



48

---





SECTION
10.4.Separability.

If
any provision in this Trust Agreement or in the Securities Certificates shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the
provision at issue.

SECTION
10.5.Governing Law.

THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS, THE TRUST, THE DEPOSITOR AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT AND THE
TRUST SECURITIES SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS.

SECTION
10.6.Successors.

This
Trust Agreement shall be binding upon and shall inure to the benefit of any successor to the Depositor, the Trust and any Trustee, including any successor by operation of law.
Except in connection with a transaction involving the Depositor that is permitted underArticle VIIIof the Indenture and pursuant to which the
assignee agrees in writing to perform the Depositor's obligations hereunder, the Depositor shall not assign its obligations hereunder.

SECTION
10.7.Headings.

The
Article and Section headings are for convenience only and shall not affect the construction of this Trust Agreement.

SECTION
10.8.Reports, Notices and Demands.



49

---





SECTION
10.9.Agreement Not to Petition.

Each
of the Trustees and the Depositor agree for the benefit of the Holders that, until at least one year and one day after the Trust has been terminated in accordance with Article IX,they shall not
file, or join in the filing of, a petition against the Trust under any Bankruptcy Law or otherwise join in the
commencement of any proceeding against the Trust under any Bankruptcy Law. If the Depositor takes action in violation of thisSection 10.9,the
Property Trustee agrees, for the benefit of Holders, that at the expense of the Depositor, it shall file an answer with the applicable bankruptcy court or otherwise properly contest the filing of such
petition by the Depositor against the Trust or the commencement of such action and raise the defense that the Depositor has agreed in writing not to take such action and should be estopped and
precluded therefrom and such other defenses, if any, as counsel for the Property Trustee or the Trust may assert.

SECTION
10.10.Counterparts.This instrument may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

50

---



IN
WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Trust Agreement as of the day and year first above written.

|                                                               |                        |                                                           |     | BRESLER & REINER, INC.,
as Depositor
|-------------------------------------------------------------- | ---------------------- | --------------------------------------------------------- | --- | ------------------------------------
|                                                               |                        |                                                           |     |                                     
|                                                               |                        |                                                           |     | By:                                 
|                                                               |                        |                                                           |     |                                     
|                                                               |                        |                                                           |     |                                     
|                                                               |                        |                                                           |     |                                     
|JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Property Trustee |                        | CHASE BANK USA, NATIONAL ASSOCIATION, as Delaware Trustee
|By:                                                            | /s/MARIA D. CALZADO    |                                                           | By: | /s/SARIKA M. SMITH                  
|                                                               | Name:                  | Maria D. Calzado                                          |     |                                     
|                                                               | Title:                 | Vice President                                            |     |                                     
|                                                               |                        |                                                           |     |                                     
|/s/ SIDNEY M. BRESLER                                          |                        | /s/ DARRYL M. EDELSTEIN                                  
|                                                               | Administrative Trustee |                                                           |     | Administrative Trustee              
|                                                               | Name:                  | Sidney M. Bresler                                         |     |                                     
|                                                               |                        |                                                           |     |                                     

51

---





Exhibit A

CERTIFICATE OF TRUST    OF    Bresler & Reiner Statutory Trust I

This Certificate of Trust of Bresler & Reiner Statutory Trust I (the"Trust")is being duly executed and
filed on behalf of the Trust by the undersigned, as trustees, to form a statutory trust under the Delaware Statutory Trust Act (12Del. C.§3801 et seq.) (the"Act").

1.Name.The name of the statutory trust formed by this Certificate of Trust is: Bresler & Reiner
Statutory Trust I.

2.Delaware Trustee.The name and business address of the trustee of the Trust with its principal place of
business in the State of Delaware are:



3.Effective Date.This Certificate of Trust shall be effective upon its filing with the Secretary of State of
the State of Delaware.

IN
WITNESS WHEREOF, the undersigned trustee has executed this Certificate of Trust in accordance with Section 381 l(a)(1) of the Act.

| |  | CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Delaware Trustee
| |  | ----------------------------------------------------------------------------------------------------
| |  | By:                                                                                                 
| |  |                                                                                                     

A-1

---





Exhibit B

[FORM OF COMMON SECURITIES CERTIFICATE]

THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS OR
ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT
TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE LAW AND
SECTION 5.11 OF THE TRUST AGREEMENT

|Certificate Number |  | Number of Common Securities: 1,238
|------------------ |  | ----------------------------------

C-

Certificate Evidencing Common Securities    of    BRESLER & REINER STATUTORY TRUST I    Common Securities    (liquidation amount $1,000 per Common Security)

Bresler & Reiner Statutory Trust I, a statutory trust created under the laws of the State of Delaware (the "Trust", hereby
certifies that Bresler & Reiner, Inc., a Delaware corporation (the "Holder") is the registered owner of 1,238 common securities of the Trust representing undivided common beneficial
interests in the assets of the Trust
and designated the Bresler & Reiner Statutory Trust I Common Securities (liquidation amount $1,000 per Common Security) (the"Common
Securities"). Except in accordance withSection 5.11of the Trust Agreement (as defined below), the Common Securities are
not transferable and, to the fullest extent permitted by law, any attempted transfer hereof other than in accordance therewith shall be void. The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject
to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust, dated as of November 29, 2005 as the same may be amended from time to time (the "Trust Agreement"),among
Bresler & Reiner, Inc., as Depositor, JPMorgan Chase Bank, National Association, as Property Trustee, Chase Bank
USA, National Association, as Delaware Trustee, the Administrative Trustees named therein and the Holders, from time to time, of Trust Securities. The Trust will furnish a copy of the Trust Agreement
to the Holder without charge upon written request to the Trust at its principal place of business or registered office.

Upon
receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder.

This
Common Securities Certificate shall be governed by and construed in accordance with the laws of the State of Delaware.

Terms
used but not defined herein have the meanings set forth in the Trust Agreement.

IN
WITNESS WHEREOF, one of the Administrative Trustees of the Trust has executed on behalf of the Trust this certificate this     day
of                  ,
200  .

| |  | BRESLER & REINER STATUTORY TRUST I
| |  | ----------------------------------
| |  | By:                               
| |  |                                   

B-1

---





Exhibit C

[FORM OF PREFERRED SECURITIES CERTIFICATE]

"[IF THIS SECURITY IS A GLOBAL SECURITY INSERT:THIS PREFERRED SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE TRUST AGREEMENT
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. THIS PREFERRED SECURITY IS EXCHANGEABLE FOR PREFERRED SECURITIES REGISTERED IN THE
NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT, AND NO TRANSFER OF THIS PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED
SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS
THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO BRESLER & REINER STATUTORY TRUST I OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THE
PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),AND SUCH
PREFERRED SECURITIES OR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF ANY PREFERRED SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE PREFERRED SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION
5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.

THE
HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT (A) SUCH PREFERRED SECURITIES MAY BE OFFERED, RESOLD OR
OTHERWISE TRANSFERRED ONLY (I) TO THE TRUST, OR (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED PURCHASER" (AS DEFINED IN SECTION 2(A)(51) OF THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED), AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY PREFERRED SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

THE
PREFERRED SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY ATTEMPTED
TRANSFER OF PREFERRED SECURITIES, OR ANY INTEREST THEREIN, IN A BLOCK HAVING AN AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID
AND OF NO LEGAL EFFECT WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH PREFERRED

C-1

---



SECURITIES
FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PRINCIPAL OF OR INTEREST ON SUCH PREFERRED SECURITIES, OR ANY INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED
TO HAVE NO INTEREST WHATSOEVER IN SUCH PREFERRED SECURITIES.

THE
HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR
OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, ASAMENDED (THE "CODE")
(EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS
PREFERRED SECURITY OR ANY INTEREST THEREIN. ANY PURCHASER OR HOLDER OF THE PREFERRED SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT IT
IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE
BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE.

C-2

---



|Certificate Number: P- |  | Forty Million Aggregate Liquidation
Amount
Preferred Securities
|---------------------- |  | ---------------------------------------------------------------

CUSIP NO.

---

Certificate Evidencing Preferred Securities

of

BRESLER & REINER STATUTORY TRUST I

Preferred Securities
(liquidation amount $1,000 per Preferred Security)

Bresler & Reiner Statutory Trust I, a statutory trust created under the laws of the State of Delaware (the "Trust's,hereby
certifies that Merrill Lynch, Pierce, Fenner & Smith Incorporated (the"Holder'sis the registered owner of 40,000 Preferred Securities of the Trust representing an undivided preferred beneficial interest in the assets of the Trust and designated the Bresler & Reiner
Statutory Trust I Preferred Securities, (liquidation amount $1,000 per Preferred Security) (the"Preferred Securities"). Subject to the terms of the
Trust Agreement (as defined below), the Preferred Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer as provided in Section 5.7 of the Trust Agreement (as defined below). The designations, rights, privileges, restrictions, preferences and other terms
and provisions of the Preferred Securities are set forth in, and this certificate and the Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and
provisions of, the Amended and Restated Trust Agreement of the Trust, dated as of November 29, 2005 as the same may be amended from time to time (the"Trust
Agreement"), among Bresler & Reiner, Inc., as Depositor, JPMorgan Chase Bank, National Association, as Property Trustee, Chase Bank USA, National Association, as
Delaware Trustee, the Administrative Trustees named therein and the Holders, from time to time, of Trust Securities. The Trust will furnish a copy of the Trust Agreement to the Holder without charge
upon written request to the Property Trustee at its Corporate Trust Office.

Upon
receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder.

This
Preferred Securities Certificate shall be governed by and construed in accordance with the laws of the State of Delaware.

All
capitalized terms used but not defined in this Preferred Securities Certificate are used with the meanings specified in the Trust Agreement, including the Schedules and Exhibits
thereto.

IN
WITNESS WHEREOF, one of the Administrative Trustees of the Trust has executed on behalf of the Trust this certificate this    day
of                  , 2005.

| |  | BRESLER & REINER STATUTORY TRUST
| |  | --------------------------------
| |  | By:                             
| |  |                                 

This is one of the Preferred Securities referred to in the within-mentioned Trust Agreement.

C-3

---



Dated:

| |  | JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Property Trustee
| |  | ---------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                      

C-4

---



[FORM OF REVERSE OF SECURITY]

The Trust promises to pay Distributions from November 29, 2005, or from the most recent Distribution Date to which Distributions have been paid or duly
provided for, quarterly in arrears on January 30, April 30, July 30 and October 30 of each year, commencing on January 30, 2006, at a fixed rate equal to 8.37% per
annum through the interest payment date on January 30, 2011("Fixed Rate Period")and thereafter at a variable rate equal to LIBOR plus 3.50% per
annum of the Liquidation Amount of the Preferred Securities represented by this Preferred Securities Certificate, together with any Additional Interest Amounts, in respect to such period.

Distributions
on the Trust Securities shall be made by the Paying Agent from the Payment Account and shall be payable on each Distribution Date only to the extent that the Trust has
funds then on hand and available in the Payment Account for the payment of such Distributions.

Distributions
on the Securities must be paid on the dates payable to the extent that the Trust has funds available for the payment of such Distributions in the Payment Account of the
Trust. The Trust's funds available for Distribution to the Holders of the Preferred Securities will be limited to payments received from the Depositor.

During
an Event of Default, the Depositor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect
to, any of the Depositor's Equity Interests (as defined in the Indenture) or (ii) make any payment of principal of or any interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Depositor that rankpari passuin all respects with or junior in interest to the Notes.

On
each Note Redemption Date, on the stated maturity (or any date of principal repayment upon early maturity) of the Notes and on each other date on (or in respect of) which any
principal on the Notes is repaid, the Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price. Under the Indenture, the Notes may be redeemed by the Depositor on any
Interest Payment Date, at the Depositor's option, on or after January 30, 2011, in whole or in part from time to time at the Optional Note Redemption Price of the principal amount thereof or
the redeemed portion thereof, as applicable, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption. The
Notes may also be redeemed by the Depositor, at its option, at any time, in whole but not in part, upon the occurrence of an Investment Company Event or a Tax Event at the Special Note Redemption
Price;provided,that such Investment Company Event or a Tax Event is continuing on the Redemption Date.

The
Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price with the proceeds from the contemporaneous redemption or payment at maturity of Notes.
Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and
available in the Payment Account for the payment of such Redemption Price.

Payments
of Distributions (including any Additional Interest Amounts), the Redemption Price, Liquidation Amount or any other amounts in respect of the Preferred Securities shall be made
by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing at least ten (10) Business Days prior to the date for payment by
the Person entitled thereto unless proper written transfer instructions have not been received by the relevant record date, in which case such payments shall be made by check mailed to the address of
such Person as such address shall appear in the Security Register. If any Preferred Securities are held by a Depositary, such Distributions shall be made to the Depositary in immediately available
funds.

The
indebtedness evidenced by the Notes is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Debt (as
defined in the Indenture), and this Security is issued subject to the provisions of the Indenture with respect thereto.

C-5

---



ASSIGNMENT

FOR
VALUE RECEIVED, the undersigned assigns and transfers this Preferred Securities Certificate to:

(Insert
assignee's social security or tax identification number)

(Insert
address and zip code of assignee)

and
irrevocably appoints

agent
to transfer this Preferred Securities Certificate on the books of the Trust. The agent may substitute another to act for him or her.

|Date:      |  |                                                                                                |  | 
|---------- |  | ---------------------------------------------------------------------------------------------- |  | 
|           |  |                                                                                                |  | 
|Signature: |  | (Sign exactly as your name appears on the other side of this Preferred Securities Certificate)

The
signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to S.E.C. Rule 17Ad-15.

C-6

---



Exhibit D

Reserved

D-1

---





Exhibit E

Form of Transferor Certificate

JPMorgan
Chase Bank, National Association
600 Travis, 50th Floor
Houston, Texas 77002
Attention: Worldwide Securities Services

Bresler &
Reiner, Inc.
Bresler & Reiner Statutory Trust I
11200 Rockville Pike, Suite 502
Rockville, MD 20852



Ladies
and Gentlemen:

In
connection with our purchase of the Preferred Securities we confirm that:

1.    We
understand that the Preferred Securities (the "Preferred Securities") of Bresler & Reiner Statutory Trust I (the "Trust") of Bresler &
Reiner, Inc. (the "Company") executed in connection therewith) and the Junior Subordinated Notes due 2036 of the Company (the "Subordinated Notes") (the entire amount of the Trust's outstanding
Preferred Securities and the Subordinated Notes together being referred to herein as the "Offered Securities"), have not been registered under the Securities Act of 1933, as amended (the "Securities
Act"), and may not be offered or sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing the Offered Securities
that, if we decide to offer, sell or otherwise transfer any such Offered Securities, (i) such offer, sale or transfer will be made only (a) to the Trust, (b) to a person we
reasonably believe is a "Qualified Purchaser" (a "QP") (as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended) and in compliance with the Securities Act. We
understand that the certificates for any Offered Security that we receive will bear a legend substantially to the effect of the foregoing.

2.    We
are a "Qualified Purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended, and are purchasing for our own account or
for the account of such a "Qualified Purchaser," and we have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in
the Offered Securities, and we and any account for which we are acting are each able to bear the economic risks of our or its investment.

3.    We
are acquiring the Offered Securities purchased by us for our own account (or for one or more accounts as to each of which we exercise sole investment discretion and
have authority to make, and do make, the statements contained in this letter) and not with a view to any distribution of the Offered Securities, subject, nevertheless, to the understanding that the
disposition of our property will at all times be and remain within our control.

4.    In
the event that we purchase any Preferred Securities or any Subordinated Notes, we will acquire such Preferred Securities having an aggregate stated liquidation amount
of not less than $100,000 or such Subordinated Notes having an aggregate principal amount not less than $100,000, for our own account and for each separate account for which we are acting.

5.    We
acknowledge that we are not a fiduciary of (i) an employee benefit, individual retirement account or other plan or arrangement subject to Title I of the
Employee Retirement Income Security

E-1

---



Act
of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (each a "Plan"); or (ii) an entity whose underlying assets include "plan
assets" by reason of any Plan's investment in the entity, and are not purchasing any of the Offered Securities on behalf of or with "plan assets" by reason of any Plan's investment in the entity.

6.    We
acknowledge that the Trust and the Company and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations, warranties and
agreements and agree that if any of the acknowledgments, representations, warranties and agreements deemed to have been made by our purchase of any of the Offered Securities are no longer accurate, we
shall promptly notify the Company. If we are acquiring any Offered Securities as a fiduciary or agent for one or more investor accounts, we represent that we have sole discretion with respect to each
such investor account and that we have full power to make the foregoing acknowledgments, representations and agreement on behalf of each such investor account.

| |  |                     |  | 
| |  | ------------------- |  | 
| |  | (Name of Purchaser)
| |  | By:                 |  | 
| |  |                     |  | 
| |  | Date:               |  | 
| |  |                     |  | 

Upon transfer, the Preferred Securities (having a stated liquidation amount of $            ) would be registered in the name
of the new beneficial owner as
follows.

|Name:              |  |  |  | 
|------------------ |  |  |  | 
|Address:           |  |  |  | 
|Taxpayer ID Number |  |  |  | 
|By:                |  |  |  | 

E-2

---







Exhibit F

Officer's Financial Certificate

The undersigned, the [Chairman/Vice Chairman/Chief Executive Officer/President/Vice President/Chief Financial Officer/Treasurer/Assistant
Treasurer], hereby certifies pursuant to Section 8.16(b) of the Amended and Restated Trust Agreement, dated as of November 29, 2005 (the "Trust Agreement"), among
Bresler & Reiner, Inc. (the "Company"), JPMorgan Chase Bank, National Association, as property trustee, Chase Bank USA, National Association, as Delaware trustee, and the administrative
trustees named therein, that, as of [date], [20    ], the Company had the following ratios and balances:

As
of [Quarterly/Annual Financial Date], 20

|Senior secured indebtedness for borrowed money                   |  | $ | 
|---------------------------------------------------------------- |  | - | 
|Senior unsecured Debt                                            |  | $ | 
|Subordinated Debt                                                |  | $ | 
|Total Debt                                                       |  | $ | 
|Ratio of (x) senior secured and unsecured Debt to (y) total Debt |  |   | 

[FOR FISCAL YEAR END: Attached hereto are the audited consolidated financial statements (including the balance sheet, income statement and statement of cash flows,
and notes thereto, together with the report of the independent accountants thereon) of the Company and its consolidated subsidiaries for the three years ended,
                       ,
20    ].]

[FOR
FISCAL QUARTER END: Attached hereto are the unaudited consolidated and consolidating financial statements (including the balance sheet and income statement) of the Company and its
consolidated subsidiaries for the fiscal quarter ended [date], 20    .]

The
financial statements fairly present in all material respects, in accordance with U.S. generally accepted accounting principles ("GAAP"), the financial position of the Company and its consolidated
subsidiaries, and the results of operations and changes in financial condition as of the date, and for the[quarter]
[annual]period ended[date],20    , and such financial statements
have been prepared in accordance with GAAP consistently applied throughout the period involved (except as otherwise noted therein).

There
has been no monetary default with respect to any indebtedness owed by the Company and/or its subsidiaries (other than those defaults cured within 30 days of the occurrence of the
same)[except as set forth below:]

Insert
any exceptions by listing, in detail, the nature of the condition or event causing such noncompliance, the period during which such condition or event has existed and the action(s) the Company
has taken, is taking, or proposes to take with respect to each such condition or event.

I,
the undersigned, the Chairman/Vice Chairman/Chief Executive Officer/President/Vice President/Chief Financial Officer/Treasurer/Assistant Treasurer], hereby certify that I have reviewed
the terms of the Indenture and I have made, or have caused to be made under my supervision, a detailed review of (i) the covenants of the Company set forth therein, in particular, Section
[    ] (the "Financial Covenants") and (ii) the transactions and conditions of the Company and its subsidiaries during the accounting period ended as of
[            ] (the "Accounting Period"), which Accounting Period is covered by the financial statements attached hereto. The examinations described in the preceding
sentence did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a

F-1

---



Default
or an Event of Default (each as defined in the Indenture) during or at the end of the Accounting Period or as of the date of this certificate, except as set forth below:

Insert
any exceptions by listing, in detail, the nature of the condition or event causing such noncompliance, the period during which such condition or event has existed and the action(s) the Company
has taken, is taking, or proposes to take with respect to each such condition or event.

Page     attached
hereto sets forth the financial data and computations evidencing the Company's compliance with the Financial Covenants, all of which data and computations are true,
complete and correct.

IN
WITNESS WHEREOF, the undersigned has executed this Officer's Financial Certificate as of this    day of                  ,
20    .

| |  | Bresler & Reiner, Inc.                                                                   
| |  | -----------------------------------------------------------------------------------------
| |  | By:                                                                                      
| |  | Name:                                                                                    
| |  | Bresler & Reiner, Inc.
11200 Rockville Pike, Suite 502
Rockville, MD 20852
(301) 945-4300

F-2

---



DETERMINATION OF LIBOR

With respect to the Trust Securities, the London interbank offered rate("LIBOR")shall be determined by the
Calculation Agent in accordance with the following provisions (in each case rounded to the nearest .000001%):

(1)    Subsequent
to expiration of the Fixed Rate Period, on the second LIBOR Business Day (as defined below) prior to a Distribution Date (each such day, a "LIBOR Determination Date"), LIBOR for any given security shall
for the following interest payment period equal the rate, as obtained by the Calculation
Agent from Bloomberg Financial Markets Commodities News, for three-month Eurodollar deposits that appears on Dow Jones Telerate Page 3750 (as defined in the International Swaps and Derivatives
Association, Inc. 2000 Interest Rate and Currency Exchange Definitions), or such other page as may replace such Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination
Date.

(2)    If,
on any LIBOR Determination Date, such rate does not appear on Dow Jones Telerate Page 3750 or such other page as may replace such Page 3750, the Calculation Agent
shall determine the arithmetic mean of the offered quotations of the Reference Banks (as defined below) to leading banks in the London interbank market for three-month Eurodollar deposits in an amount
determined by the Calculation Agent by reference to requests for quotations as of approximately 11:00 a.m. (London time) on the LIBOR Determination Date made by the Calculation Agent to the
Reference Banks. If, on any LIBOR Determination Date, at least two of the Reference Banks provide such quotations, LIBOR shall equal such arithmetic mean of such quotations. If, on any LIBOR
Determination Date, only one or none of the Reference Banks provide such quotations, LIBOR shall be deemed to be the arithmetic mean of the offered quotations that leading banks in the City of New
York selected by the Calculation Agent are quoting on the relevant LIBOR Determination Date for three-month Eurodollar deposits in an amount determined by the Calculation Agent by reference to the
principal London offices of leading banks in the London interbank market;provided,that if the Calculation Agent is required but is unable to determine
a rate in accordance with at least one of the procedures provided above, LIBOR shall be LIBOR as determined on the previous LIBOR Determination Date.

(3)    As
used herein:"Reference Banks"means four major banks in the London interbank market selected by the Calculation
Agent; and"LIBOR Business Day"means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency
deposits) in London.

F-3

---





|TO:   |  | Bresler & Reiner, Inc.
Bresler & Reiner Statutory Trust I
JPMorgan Chase Bank, National Association
|----- |  | ---------------------------------------------------------------------------------------------------
|DATE: |  | November 29, 2005                                                                                  
|FROM: |  | DLA Piper Rudnick Gray Cary US LLP                                                                 

Flow of Funds Memorandum

Set forth below is the flow of funds that will occur on November 29, 2005 in connection with the closing of the sale by Bresler & Reiner Statutory
Trust I (the "Issuer") of trust preferred securities to Merrill Lynch International. When accepted and agreed to, this memorandum will serve as authorization by Bresler & Reiner, Inc.
(the "Company") and Bresler & Reiner Statutory Trust I (the "Trust") to JPMorgan Chase Bank, National Association, (the "Trustee") to establish the accounts and make the payments as described
herein. The transactions described below shall all be deemed to occur simultaneously. All capitalized terms used herein shall have the meanings assigned thereto in the Transaction Documents as defined
in the Purchase Agreement dated November 23, 2005 among Bresler & Reiner, Inc. and Bresler & Reiner Statutory Trust I.

|Transaction                                                    |  | Amount      |  | Funding Instructions                                                                                                                                                                                                                                                              
|-------------------------------------------------------------- |  | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. Purchase of the Capital Securities from the Trust           |  | $40,000,000 |  | JPMorgan Chase Bank, National Association
Bank Name: JPMorgan Chase Bank, National Association
ABA # 113000609
Acct # 00102619468
Bnf: Asset Backed Structured
Bnf address: JPMorgan Chase Tower
Re: Bresler & Reiner Statutory Trust I
Trustee credits the Trust Property Account
|2. Purchase of Notes from the Company by the Trust             |  | $40,000,000 |  | Trustee debits the Property Account and makes the wire transfers as set forth in 5-9 below                                                                                                                                                                                        
|3. Purchase of Common Securities from the Trust by the Company |  | $1,238,000  |  | Trustee through internal book entries, credits the Property Account                                                                                                                                                                                                               
|4. Purchase of Notes from the Company by the Trust             |  | $1,238,000  |  | Trustee through internal book entries debits the Property Account                                                                                                                                                                                                                 
|5. Payment of preferred securities commission                  |  | $1,200,000  |  | Trustee debits fee from the Property Account and makes wire transfer to:
JPMorgan Chase Bank, National Association
Account Name: Cohen Bros. & Company/Escrow
Contact Name: Michael Shenkman
Contact Phone: (215) 861-7808
Contact Fax: (215) 861-7897                            
|                                                               |  |             |  |                                                                                                                                                                                                                                                                                   

1

---



|6. Payment of legal fee and expenses to DLA Piper Rudnick Gray Cary US LLP, as pool counsel                             |  | $30,000     |  | Trustee debits fee from the Property Account and makes wire transfer to:
M & T Bank
25 South Charles Street, 18th Floor
Baltimore, MD 21201
ABA # 022000046
For the Account of DLA Piper Rudnick Gray Cary US LLP
Account # 074-8148-5
(Bresler & Reiner Statutory Trust I)
Notify David Jones at 512-457-7079                                 
|----------------------------------------------------------------------------------------------------------------------- |  | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7. Payment of Trustee fees and expenses (including legal fees) to JPMorgan Chase Bank, National Association, as Trustee |  | $6,000      |  | Trustee debits fee from the Property Account and makes wire transfer to:
JPMorgan Chase Bank, National Association
Bank Name: JPMorgan Chase Bank, National Association
ABA # 113000609
Acct # 00102619468
Bnf: Asset Backed Structured
Bnf address: JPMorgan Chase Tower
Re: FBR Capital Trust XV
Trustee credits the Trust (Property Account)
|8. Payment of legal fee and disbursements to Richards, Layton & Finger                                                  |  | $3,500      |  | Trustee debits $3,500 in respect of Richards, Layton & Finger, P.A. legal fee and disbursements from the Property Account and makes wire transfer to:
Richards, Layton & Finger at
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
ABA # 031100092
Account Name: Richards, Layton & Finger                             
|9. Payment of balance of $12,500due diligence fee to Cohen Bros. & Company                                              |  | $12,500     |  | Trustee debits fee from the Properly Account and makes wire transfer to:
JPMorgan Chase Bank, National Association
Account Name: Cohen Bros. & Company/Escrow
Contact Name: Michael Shenkman Contact
Phone: (215) 861-7808
Contact Fax: (215) 861-7897                                                                                         
|10. Balance of the Company's Property Account to be wired to the Company                                                |  | $38,748,000 |  | Trustee debits the Property Account and makes wire transfer to:
Name of Company: Bresler & Reiner, Inc.
Name of Bank: Wachovia Bank
ABA#055003201
Account: 2000009175031
Attn: Melissa Brooks                                                                                                                                                  

2

---



Accepted
and agreed to as of the date first above written.

|BRESLER & REINER, INC.             |                        | 
|---------------------------------- | ---------------------- | 
|By:                                | /s/SIDNEY M. BRESLER   | 
|Name:                              | Sidney M. Bresler      | 
|Title:                             | CEO                    | 
|BRESLER & REINER STATUTORY TRUST I |                        | 
|By:                                |                        | 
|                                   | /s/DARRYL M. EDELSTEIN | 
|Name:                              | Darryl M. Edelstein    | 
|Title:                             | Administration Trustee | 

JPMorgan
Chase Bank, National Association, hereby certifies that the book entry and wire transfers detailed above have been made as of the date first set forth above.

|JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Trustee |  | 
|----------------------------------------------------- |  | 
|By:                                                   |  | 
|Name:                                                 |  | 
|                                                      |  | 
|Title:                                                |  | 
|                                                      |  | 

Accepted
and agreed to as of the date first above written.

|BRESLER & REINER, INC.             |                        | 
|---------------------------------- | ---------------------- | 
|By:                                |                        | 
|                                   |                        | 
|Name:                              |                        | 
|                                   |                        | 
|Title:                             |                        | 
|                                   |                        | 
|BRESLER & REINER STATUTORY TRUST I |                        | 
|By:                                |                        | 
|                                   |                        | 
|Name:                              |                        | 
|                                   |                        | 
|Title:                             | Administrative Trustee | 

JPMorgan
Chase Bank, National Association, hereby certifies that the book entry and wire transfers detailed above have been made as of the date first set forth above.

|JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Trustee |  | 
|----------------------------------------------------- |  | 
|By:                                                   |  | 
|                                                      |  | 
|Name:                                                 |  | 
|                                                      |  | 
|Title:                                                |  | 
|                                                      |  | 

3

---



FEE AGREEMENT

This Fee Agreement ("Fee Agreement") is effective as of November 29, 2005, and entered into by and between JPMorgan Chase Bank, National Association (the
"Trustee") and Bresler & Reiner, Inc. (the "Company"). Capitalized terms used herein and not herein defined shall have the meaning set forth in the Trust Agreement (as defined below).

WITNESSETH

WHEREAS,
The Company is obligated to pay certain fees and expenses of the Trustee and the Delaware Trustee incurred in connection with the execution of the Trust Agreement, the Indenture
and the Guarantee (collectively, the "Transaction Documents");

WHEREAS,
the Trustee and the Company desire to set forth with greater particularity the specific agreement as to the compensation owing to the Trustee and the Delaware Trustee pursuant
to the Transaction Documents;

NOW,
THEREFORE, for good and valuable consideration, the parties hereto hereby agree as follows:

1.     The
Company agrees to pay the following fees and expenses of the Trustee and the Delaware Trustee:



2.     The
Company agrees to pay all amounts due pursuant to paragraph 1 above, on or prior to the Closing Date.

3.     The
Company shall pay an annual administration fee in the amount of $4,000 per annum to the Trustee and the Delaware Trustee (collectively, the "Annual Administration
Fee") for the routine administration fees of the Trustee and the Delaware Trustee under the Transaction Documents, on or prior to each anniversary of the Closing Date.

4.     All
other amounts payable to the Trustee and the Delaware Trustee as fees, expenses and indemnities, including reasonable fees and expenses relating to the termination of
the Trust and the final distribution of the property held by the Trust, shall be payable by the Company as set forth in the Transaction Documents.

5.     No
waiver, modification or amendment of this Agreement shall be valid unless executed in writing by the parties hereto.

6.     This
Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles.

---



IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be effective as of the day as first above written.

| | JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
| | ------------------------------------------
| | By:                                       
| | Name:                                     
| | Title:                                    
| | BRESLER & REINER, INC.                    
| | By:                                       
| | Name:                                     
| | Title:                                    

2

---



QuickLinks