Exhibit 10.75


 


GUARANTY


 


THIS GUARANTY (this
“Guaranty”) is executed as of July 1, 2014 by CFP RESIDENTIAL, L.P., a Texas limited partnership (“CFP”),
MAPLE RESIDENTIAL, L.P., a Delaware limited partnership (“Maple”), CFH MAPLE RESIDENTIAL INVESTOR,
L.P., a Texas limited partnership (“CFH”), VF RESIDENTIAL, LTD., a Texas limited partnership (VF
Residential”), and VF MULTIFAMILY HOLDINGS, LTD., a Texas limited partnership (“VF Holdings”),
for the benefit of COMPASS BANK, an Alabama banking corporation (“Compass”), and each of the financial
institutions from time to time party to the Loan Agreement herein described (including Compass, the “Lenders”).
Compass, in its capacity as Administrative Agent for itself and the other Lenders, is hereinafter referred to as “Agent”.
CFP, Maple, CFH, VF Residential and VF Holdings are referred to herein individually as a “Guarantor” and collectively,
as the “Guarantors”). Unless otherwise expressly set forth herein, Agent shall be deemed in all respects to
be acting in the capacity of Agent for itself and all of the Lenders, as set forth in, and in accordance with, the Loan Agreement.


 


1.          Definitions.
Capitalized terms used but not defined herein shall have the meanings set forth in the Construction Loan Agreement of even date
herewith executed by and among Borrower, Agent and Lenders (the “Loan Agreement”). The following terms have
the meanings assigned.


 


“Affiliate”
shall mean, as to any person or entity, any other person or entity that, directly or indirectly, is in control of, is controlled
by or is under common ownership or control with such person or entity, or is a director or officer of such person or entity.


 


“Borrower”
means BR T&C Blvd., LLC, a Delaware limited liability company.


 


“Collateral
Value Statement” means a collateral value statement, delivered to Agent by CFP or VF Holdings in accordance with the
terms of a guaranty for the Loan to which such Guarantor is a party, setting forth the assets of such Guarantor as of the preceding
June 30.


 


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and
any successor statute.


 


“Completion
Obligations” means Borrower’s obligation to (a) construct, equip and complete the Improvements in accordance with
the Loan Agreement and in substantial accordance with the Plans and Specifications and (b) pay all expenses, charges, costs and
fees of or relating to the requirements the preceding clause (a) (including debt service on the Loan only during construction of
the Improvements until the Completion Event), including, without limitation, all of the following items to the extent relating
to the Property or the Improvements: permitting fees, licensing fees, utility expenses (other than utility expenses of tenants),
all insurance expenses during the construction period, penalties, charges and amounts payable to all architects, engineers, construction
managers, contractors, subcontractors, tenants and material suppliers engaged in connection with any of the foregoing and any additional
costs, such as overtime charges, necessary to so complete the Improvements on or before the Completion Date.


 




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“Divisional
Account Balance” means an account maintained within the Trammell Crow Residential businesses for an owner of one or more
entities that are part of the Trammell Crow Residential businesses for the purpose of coordinating distribution and reinvestment
by such person of cash flow among entities that are part of the Trammell Crow Residential Businesses.


 


“Enforcement
Costs” means all costs, attorneys’ fees, legal expenses and other costs incurred or expended by Agent and/or Lenders
in collecting or enforcing any of the Guaranteed Obligations or due to any default in the performance of the Guaranteed Obligations.


 


“Excluded
Swap Obligation” means with respect to any Guarantor, any Swap Obligation, if and to the extent that all or a portion
of the guaranty by such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or
any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity
Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure
for any reason not to constitute an “eligible contract participant”, as defined in the Commodity Exchange Act, at the
time when this Guaranty becomes effective with respect to such Guarantor and such Swap Obligation.


 


“Guaranteed
Obligations” means:


 


(a)          the
Principal Obligation;


 


(b)          all
Interest under the Loan until the Second Step-Down Date occurs, after which Interest will not be included in the Guaranteed Obligations
and Guarantor will have no further liability under this clause (b), except to the extent provided in Section 3(c)
of this Guaranty;


 


(c)          all
Completion Obligations until the Completion Event occurs, after which the Completion Obligations will not be included in the Guaranteed
Obligations and Guarantor will have no further liability under this clause (c);


 


(d)          all
Recourse Amounts; and


 


(e)          all
Enforcement Costs.


 


“Indebtedness”
has the meaning assigned such term in the Security Instrument.


 


“Interest”
means all accrued and unpaid interest on the Principal Amount.


 


“Liquid
Assets” means all unrestricted and unencumbered cash or cash equivalents (it being agreed that cash equivalents shall
include funds in money market accounts, funds evidenced by certificates of deposit, the current value of publicly traded securities
at the time in question, interests in mutual funds and other similar investments) which are either held by a Guarantor or within
a Guarantor’s Divisional Account Balances.


 




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“Obligations”
means all covenants, agreements and other obligations of Borrower under the Loan Documents.


 


“Original
CV Statement” means, as to CFP or VF Holdings, a Collateral Value Statement, dated as of June 30, 2013, delivered to
Agent by such Guarantor in connection with the Agent’s underwriting of the Loan.


 


“Principal
Amount” has the meaning assigned such term in the Loan Agreement.


 


“Principal
Obligation” means a portion of the Principal Amount of the Loan as follows:


 


(i)          Fifty
percent (50%) of the Principal Amount, from and after the date of this Guaranty until the First Step-Down Date (defined below).


 


(ii)         Twenty-five
percent (25%) of the Principal Amount from and after the First Step-Down Date until the Second Step-Down Date (defined below).


 


(iii)        Zero
percent (0%) of the Principal Amount from and after the Second Step-Down Date.


 


(iv)        “First
Step-Down Date” means the first date on which all of the following are satisfied: (A) the Completion Event has occurred,
(B) Agent receives evidence reasonably satisfactory to Agent that the Property has achieved a Debt Coverage Ratio of 1.0:1.0 for
three (3) consecutive calendar months (using a minimum vacancy factor equal to the greater of (1) the actual vacancy rate or (2)
15%, in determining Net Operating Income for purposes of calculating the Debt Coverage Ratio for the purposes of the First Step-Down
Date only), and (C) no continuing Event of Default then exists.


 


(v)         “Second
Step-Down Date” means the first date on which all of the following are satisfied: (A) Agent receives evidence reasonably
satisfactory to Agent that the Property has achieved a Debt Coverage Ratio of 1.45:1.0 for three (3) consecutive calendar months,
and (B) no continuing Event of Default then exists;


 


“Qualified
ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at
the time such Swap Obligation is incurred or otherwise constitutes an “eligible contract participant”, as defined in
the Commodity Exchange Act, or any regulations promulgated thereunder, at such time.


 




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“Recourse
Amounts” means:


 


(a)          the
amount by which any Rent collected by or on behalf of Borrower after the occurrence and during the continuance of an Event of Default
(but not including Rent collected or received by Administrative Agent or Lenders during the existence of such Event of Default),
is not applied to the payment of the Indebtedness or the expenses of managing, operating and maintaining the Property or held by
Borrower pending such application, including without limitation, amounts paid as expenses to a person or entity related to or affiliated
with Borrower, unless such payments are expressly permitted in the Loan Documents;


 


(b)          any
loss or damage suffered or incurred by Agent and/or Lenders arising from the existence of any mechanic’s or materialman’s
lien filed against the Property;


 


(c)          any
loss or damage suffered or incurred by Agent and/or Lenders arising from the failure by Borrower to pay any of the taxes, assessments
or charges required to be paid by Borrower in the Loan Documents;


 


(d)          any
loss or damage suffered or incurred by Agent and/or Lenders resulting from the failure to keep the Property insured as required
by the provisions of the Loan Documents that set forth explicit insurance requirements or with respect to other insurance required
by Agent pursuant to the Loan Documents so long as such additional insurance is reasonably requested and is consistent with other
insurance typically maintained by other projects similarly situated to the Property;


 


(e)          any
loss or damage suffered or incurred by Agent and/or Lenders resulting from any fraud or material misrepresentation by Borrower
or any Guarantor in connection with the Property, the Loan Documents or any aspect of the Loan;


 


(f)          any
amount owed to Agent and/or Lenders pursuant to the Environmental Indemnity Agreement;


 


(g)          insurance
and/or condemnation proceeds which are received by or on behalf of Borrower and which are not delivered to Agent or otherwise applied
by Borrower as required or permitted under the terms of the Loan Documents;


 


(h)          upon
the foreclosure of the lien of the Security Instrument, damages suffered or incurred by Agent and/or Lenders resulting from the
failure of Borrower to deliver or surrender to the purchaser of the Property, at or immediately following such foreclosure, any
of the Property covered by the Security Instrument;


 


(i)          any
losses or damages suffered or incurred by Agent and/or Lenders resulting from the Property, or any part thereof, becoming an asset
in an involuntary bankruptcy or insolvency proceeding filed by a party other than Borrower, any Guarantor or any affiliate of Borrower
or any Guarantor, which is not dismissed within ninety (90) days of filing; provided however, this subsection shall not apply if
an involuntary bankruptcy is filed by Agent and/or Lenders;


 




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(j)          any
loss or damage suffered or incurred by Agent and/or Lenders if Borrower, in a manner that is not in good faith, contests, delays
or otherwise hinders or opposes any of Agent’s or Lenders’ enforcement actions; and


 


(k)          any
payments made to Borrower pursuant to any Hedge Agreement or other interest rate cap agreement and not applied as provided for
in the Loan Documents, or any actual loss or damages suffered or incurred by Agent and/or Lenders resulting from any alteration,
modification, amendment, termination or cancellation of any Hedge Agreement or interest rate cap agreement, or waiver of any term
thereof without Agent’s prior written consent made in violation of the Loan Documents or the applicable Hedge Agreement or
interest rate agreement.


 


“Swap
Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction
that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.


 


2.          Inducement.
Each Guarantor has an economic investment or interest in Borrower, and an interest in the success of the Property, and Lenders’
agreement to make the Loan is of substantial benefit to each Guarantor.


 


3.          Guaranteed
Obligations.


 


(a)          In
order to induce Lenders to make the Loan to Borrower, the Guarantors absolutely, unconditionally and irrevocably guarantee and
agree to pay to Agent, for the benefit of Lenders, on demand, in lawful money of the United States of America, in immediately available
funds, or to perform, as the case may be, the Guaranteed Obligations (and agree to defend, indemnify and hold harmless Agent and
Lenders, and their respective directors, officers, employees, successors and assigns from and against any and all claims, suits,
liabilities (including, without limitation, strict liabilities and any impairment of Agent’s and Lenders’ security
for the Loan), obligations, debts, damages, losses, costs, expenses, fines, penalties, charges, fees, judgments, awards, court
costs, and legal or other expenses (including, without limitation, attorneys’ fees and expenses and amounts paid in settlement
of whatever kind or nature) which Agent and/or Lenders may incur as a result of any of the Guaranteed Obligations).


 


(b)          Upon
foreclosure by Agent under the Security Instrument or the sale of the Property pursuant to a receivership, bankruptcy or other
debtor relief action (a “Transfer Event”) and application of the proceeds of such Transfer Event to the outstanding
principal balance of the Notes, the Guarantors’ liability for payment of the Principal Amount shall be the lesser of (i)
that portion of the Principal Amount for which Guarantors were liable under this Guaranty immediately prior to the Transfer Event
or (ii) the unpaid principal balance of the Notes after completion of the Transfer Event and application of the proceeds to the
outstanding principal balance of the Notes, it being the intention of Agent and Lenders that the application of proceeds of any
Transfer Event shall be in such a manner as not to extinguish or reduce the Guarantors’ liability until all of the Principal
Amount for which Guarantors are not liable has been paid in full. After a Transfer Event and application of the proceeds thereof,
Guarantors shall also remain liable for the payment of Interest (unless Guarantor’s liability for Interest was previously
reduced to zero in accordance with this Guaranty), Enforcement Costs and the Recourse Amounts.


 




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(c)          Notwithstanding
the definition of Guaranteed Obligations set forth above and the limitations set forth therein, the Guaranteed Obligations will
be expanded to include all Indebtedness and Obligations of Borrower under the Loan Documents (in addition to (but without duplication
of) the Recourse Amounts and the Enforcement Costs), and Guarantor shall be fully liable for all of the Indebtedness and Obligations,
if (but only if): (i) there shall be an Event of Default under Section 7.1(p) (Unauthorized Transfer) or 7.1(s) (Change in Constituency
or Control) of the Loan Agreement; (ii) there shall be an Event of Default under Section 7.1(q) (Unauthorized Liens) of the
Loan Agreement with respect to any lien voluntarily granted by Borrower; or (iii) the Property, or any part thereof, shall become
an asset in a voluntary bankruptcy or insolvency proceeding filed by Borrower, any Guarantor or any Affiliate of Borrower or any
Guarantor.


 


(d)          If
the Guarantors perform the Completion Obligations under this Guaranty, then the Guarantors will be entitled to requisition and
draw all of the undisbursed Loan proceeds intended to be used for the construction of the Improvements pursuant to the Project
Budget (but not in excess of the committed amount of the Loan), together with any Borrower’s Deposit then being held by Agent.
Agent shall disburse such funds for the purpose of, and to the extent necessary for, performance of the Completion Obligations,
provided that: (i) Guarantors shall be performing the Completion Obligations or causing the performance of the same with due diligence;
(ii) Guarantors shall have made all required deposits into the Borrower’s Deposit and all other deposits required under the
Loan Agreement; (iii) all disbursements of Loan proceeds to the Guarantors shall be secured by the Loan Documents with the same
priority as all previous advances of Loan proceeds to Borrower; (iv) Guarantors shall have cured all continuing Events of Default,
provided, that Guarantor shall have an additional period of time as reasonably necessary to complete the Improvements, not to exceed
120 days from the Completion Date, subject to Force Majeure Events as provided in the Loan Agreement, provided that Guarantors
diligently perform the Completion Obligations; provided, however, that the Guarantors shall not be required to cure any non-monetary
Event of Default which is personal to Borrower and therefore not susceptible to cure by the Guarantors; and (v) the Guarantors
shall otherwise comply with the provisions of the Loan Agreement concerning the performance of the Completion Obligations including
the requirements for Advance Requests and disbursement of proceeds of the Loan.


 




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4.          Waivers.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR EXPRESSLY WAIVES PRESENTMENT FOR PAYMENT, DEMAND, NOTICE OF DEMAND AND
OF DISHONOR AND NONPAYMENT OF THE GUARANTEED OBLIGATIONS OR THE INDEBTEDNESS, NOTICE OF INTENTION TO ACCELERATE THE MATURITY OF
THE GUARANTEED OBLIGATIONS OR THE INDEBTEDNESS OR ANY PART THEREOF, NOTICE OF ACCELERATION OF THE MATURITY OF THE GUARANTEED OBLIGATIONS
OR THE INDEBTEDNESS OR ANY PART THEREOF, NOTICE OF DISPOSITION OF COLLATERAL, THE DEFENSE OF IMPAIRMENT OF COLLATERAL, THE RIGHT
TO A COMMERCIALLY REASONABLE SALE OF COLLATERAL, PROTEST AND NOTICE OF PROTEST, DILIGENCE IN COLLECTING, AND THE BRINGING OF SUIT
AGAINST ANY OTHER PARTY. NEITHER AGENT NOR LENDERS SHALL BE UNDER ANY OBLIGATION TO NOTIFY GUARANTOR OF ITS ACCEPTANCE HEREOF OR
OF ANY ADVANCES MADE OR CREDIT EXTENDED ON THE FAITH HEREOF OR THE FAILURE OF BORROWER TO PAY ANY OF THE INDEBTEDNESS AS THE SAME
MATURES OR ANY DEFAULT IN THE PERFORMANCE OF ANY OF THE GUARANTEED OBLIGATIONS, OR TO USE DILIGENCE IN PRESERVING THE LIABILITY
OF ANY PERSON ON THE GUARANTEED OBLIGATIONS OR THE INDEBTEDNESS OR IN BRINGING SUIT TO ENFORCE COLLECTION OR
PERFORMANCE OF THE GUARANTEED OBLIGATIONS OR THE INDEBTEDNESS. GUARANTOR WAIVES ALL DEFENSES GIVEN TO SURETIES OR GUARANTORS
AT LAW OR IN EQUITY OTHER THAN THE ACTUAL PAYMENT AND PERFORMANCE OF
THE GUARANTEED OBLIGATIONS AND THE INDEBTEDNESS AND ALL DEFENSES BASED UPON QUESTIONS AS TO THE VALIDITY, LEGALITY OR ENFORCEABILITY
OF THE GUARANTEED OBLIGATIONS AND THE INDEBTEDNESS AND AGREES THAT GUARANTOR SHALL BE PRIMARILY LIABLE HEREUNDER. THE GUARANTORS
WAIVE THE RIGHTS OF A GUARANTOR UNDER SECTIONS 51.003, 51.004 AND 51.005 OF THE TEXAS PROPERTY CODE (AS THE SAME MAY BE AMENDED
FROM TIME TO TIME).


 


5.          No
Impairment of Guaranty. Agent, without authorization from or notice to the Guarantors and without impairing, modifying, changing,
releasing, limiting or affecting the liability of the Guarantors hereunder, may from time to time at its discretion and with or
without valuable consideration, alter, compromise, accelerate, renew, extend or change the time or manner for the payment of any
or all of the Indebtedness, increase or reduce the rate of interest thereon, take and surrender security, exchange security by
way of substitution, or in any way it deems necessary take, accept, withdraw, subordinate, alter, amend, modify or eliminate security,
add or release or discharge endorsers, guarantors, or other obligors, make changes of any sort whatever in the Indebtedness or
in the terms of payment or performance of the Indebtedness, or in the manner of doing business with Borrower, or settle or compromise
with Borrower or any other person or persons liable on the Indebtedness on such terms as it may see fit, and may apply all moneys
received from Borrower or others, or from any security held (whether held under a security instrument or not), in such manner upon
the Guaranteed Obligations (whether then due or not) as it may determine to be in its best interest (subject to the requirements
of the Loan Documents), without in any way being required to marshal securities or assets or to apply all or any part of such moneys
upon any particular part of the Guaranteed Obligations. It is specifically agreed that Agent and Lenders are not required to retain,
hold, protect, exercise due care with respect thereto, perfect security interests in or otherwise assure or safeguard any security
for the Guaranteed Obligations; no failure by Agent or Lenders to do any of the foregoing and no exercise or nonexercise by Agent
or Lenders of any other right or remedy of Agent or Lenders shall in any way affect any of the Guarantors’ obligations hereunder
or any security furnished by Guarantors or give Guarantors any recourse against Agent or Lenders.


 




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6.          Events
Affecting Borrower. The liability of Guarantors hereunder shall not be modified, changed, released, limited or impaired in
any manner whatsoever on account of any or all of the following, whether or not with notice to or consent of Guarantors: (a) the
incapacity, death, disability, dissolution or termination of any Guarantor, Borrower, Agent, Lenders or any other person or entity;
(b) the failure by Agent or Lenders to file or enforce a claim against the estate (either in administration, bankruptcy or other
proceeding) of Borrower or any other person or entity; (c) recovery from Borrower or any other person or entity (except Guarantors)
becomes barred by any statute of limitations or is otherwise prevented; (d) any defenses, set offs or counterclaims which may be
available to Borrower or any other person or entity (except Guarantors); (e) any transfer or transfers of any of the property covered
by the Loan Documents; (f) any release or discharge by operation of law of Borrower, any co-guarantor or any other person (other
than Guarantors) primarily or secondarily liable for the payment or performance of the Guaranteed Obligations or the Indebtedness
or any part thereof; (g) any modifications, extensions, amendments, consents, releases or waivers with respect to the Loan Documents,
or this Guaranty (except for, with respect to this Guaranty, any modification, extension, amendment, consent, release or waiver
from Agent in writing); (h) any failure of Agent or Lenders to give any notice to Guarantors of any Event of Default under the
Loan Documents, or this Guaranty (except notices explicitly required by this Guaranty); (i) Guarantors are or become liable for
any indebtedness owing by Borrower to Agent and/or Lenders other than under this Guaranty; or (j) any impairment, modification,
change, release or limitation of the liability of, or stay of actions or lien enforcement proceedings against, Borrower, its property,
or its estate in bankruptcy resulting from the operation of any present or future provision of the Federal Bankruptcy Code (the
“Bankruptcy Code”) or other similar federal or state statute, or from the decision of any court.


 


7.          Subordination.
Each Guarantor expressly subordinates its rights to payment of any indebtedness owing from Borrower to such Guarantor, whether
now existing or arising at any time in the future, to the prior right of Agent and Lenders to receive or require payment in full
of the Guaranteed Obligations and the Indebtedness and until payment in full of the Guaranteed Obligations and the Indebtedness
(and including interest accruing on the Notes after any petition under the Bankruptcy Code, which post petition interest such Guarantor
agrees shall remain a claim that is prior and superior to any claim of such Guarantor notwithstanding any contrary practice, custom
or ruling in proceedings under the Bankruptcy Code generally), such Guarantor agrees not to accept any payment or satisfaction
of any kind of indebtedness of Borrower to such Guarantor or any security for such indebtedness; provided, however, that each Guarantor
shall be entitled to enforce or receive payment, directly or indirectly, of any unsecured fully subordinated indebtedness of Borrower
to such Guarantor (with this provision being sufficient to establish such subordination without the execution of any other document
or any other action on the part of Guarantor or Borrower) at times when no Event of Default exists. If any Guarantor should receive
any such payment, satisfaction or security for any unsecured fully subordinated indebtedness of Borrower to such Guarantor (with
this provision being sufficient to establish such subordination without the execution of any other document or any other action
on the part of such Guarantor or Borrower) at a time when an Event of Default exists, such Guarantor agrees forthwith to deliver
the same to Agent in the form received, endorsed or assigned as may be appropriate for application on account of, or as security
for, the Guaranteed Obligations and until so delivered, agrees to hold the same in trust for Agent for the benefit of the Lenders.


 




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8.          Subrogation.
No Guarantor shall exercise, whether at law or in equity, its right to seek subrogation, contribution, indemnification or any other
form of reimbursement or repayment from Borrower for the payment or performance of the Guaranteed Obligations until the Guaranteed
Obligations have been paid and performed in full; provided, however, that each Guarantor shall be entitled to enforce or receive
payment, directly or indirectly, of any unsecured fully subordinated indebtedness of Borrower to such Guarantor (with this provision
being sufficient to establish such subordination without the execution of any other document or any other action on the part of
such Guarantor or Borrower) at times when no Event of Default exists. If any Guarantor is or becomes an “insider” (as
defined in Section 101 of the Bankruptcy Code) with respect to Borrower, then such Guarantor shall not exercise any rights of contribution,
indemnification, reimbursement or any similar rights against Borrower with respect to this Guaranty (including any right of subrogation,
except to the extent of collateral held by Agent and/or Lenders), whether such rights arise under an express or implied contract
or by operation of law, until the Guaranteed Obligations and the Indebtedness have been paid and performed in full; provided, however,
that such Guarantor shall be entitled to enforce or receive payment, directly or indirectly, of any unsecured fully subordinated
indebtedness of Borrower to such Guarantor (with this provision being sufficient to establish such subordination without the execution
of any other document or any other action on the part of such Guarantor or Borrower) at times when no Event of Default exists.
It is the intention of the parties that if Borrower or any Guarantor becomes a debtor in any proceeding under the Bankruptcy Code,
then at any time while the Guaranteed Obligations and the Indebtedness are outstanding, such Guarantor shall not be deemed to be
a “creditor” (as defined in Section 101 of the Bankruptcy Code) of Borrower and such subrogation, contribution, indemnification
or other reimbursement or repayment rights will not be available to such Guarantor and will be ineffective and suspended in such
bankruptcy case. This waiver is given to induce Lenders to make the Loan as evidenced by the Notes to Borrower.


 


9.          No
Usury. It is the intent of Guarantors, Agent and Lenders in the execution and acceptance of this Guaranty to contract in strict
compliance with applicable usury law. In furtherance thereof, Guarantors, Agent and Lenders stipulate and agree that none of the
terms and provisions contained in this Guaranty, or in any other instrument now or hereafter executed in connection herewith, shall
ever be construed to create a contract to pay for the use, forbearance or detention of money, interest at a rate in excess of the
maximum interest rate permitted to be charged by applicable law; Guarantors shall never be obligated or required to pay interest
on the Indebtedness at a rate in excess of the maximum interest that may be lawfully charged under applicable law; and that the
provisions of this Section shall control over all other provisions of this Guaranty, and any other instruments now or hereafter
executed in connection herewith or any other oral or written agreement which may be in apparent conflict herewith. Agent and Lenders
expressly disavow any intention to charge or collect excessive unearned interest or finance charges if the maturity of the Indebtedness
is accelerated. If the maturity of the Notes shall be accelerated for any reason or if the principal of the Notes is paid prior
to the end of the term of the Notes, and as a result thereof the interest received from Guarantors for the actual period of existence
of the Loan exceeds the amount of interest at the applicable maximum lawful rate under applicable law, Agent shall, at its option,
have Lenders either refund to Guarantors the amount of such excess or credit the amount of such excess against the Guaranteed Obligations
then outstanding and thereby shall render inapplicable any and all penalties of any kind provided by applicable law as a result
of such excess interest. If Agent and/or Lenders contract for, charge or receive any amount or amounts and/or any other thing of
value from Guarantors which are determined to constitute interest which would increase the effective interest rate on the Guaranteed
Obligations to a rate in excess of that permitted to be charged by applicable law, all such amounts determined to constitute interest
in excess of the lawful rate shall, upon such determination, at the option of Agent, be either immediately returned to Guarantors
or credited against the principal balance of the Notes then outstanding, in which event any and all penalties of any kind under
applicable law as a result of such excess interest shall be inapplicable. By execution of this Guaranty, Guarantors acknowledges
that Guarantors believe the Guaranteed Obligations to be non usurious and agrees that if, at any time, Guarantors should have reason
to believe that the Guaranteed Obligations is in fact usurious, Guarantors will give Agent notice of such condition and Guarantors
agree that Lenders shall have sixty (60) days in which to make appropriate refund or other adjustment in order to correct such
condition if in fact such exists. The term “applicable law” as used in this Section shall mean the laws of the State
of Texas or the laws of the United States, whichever laws allow the greater rate of interest, as such laws now exist or may be
changed or amended or come into effect in the future.


 




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10.         Representations
and Warranties. Each Guarantor hereby represents and warrants to Agent and Lenders as follows:


 


(a)          Such
Guarantor is solvent and there has not been filed by or against such Guarantor a petition in bankruptcy or a petition or answer
seeking a general assignment for the benefit of creditors, the appointment of a receiver, trustee, custodian or liquidator with
respect to such Guarantor or any substantial portion of such Guarantor's property, reorganization, arrangement, rearrangement,
composition, extension, liquidation or dissolution or similar relief under the Bankruptcy Code or any state law.


 


(b)          As
to each of CFP and VF Residential, to such Guarantor’s knowledge, the Original CV Statement of such Guarantor fairly presents
in all material respects the assets of such Guarantor as of such date and the value of such assets, calculated on the basis provided
in the notes thereto. As to each of CFH, VF Residential and Maple, to such Guarantor’s knowledge, the balance sheet of such
Guarantor, dated as of December 31, 2013, prepared for such Guarantor, fairly presents in all material respects the financial position
of such Guarantor as of such date determined on the basis provided in the notes thereto.


 


(c)          The
execution, delivery and performance of this Guaranty do not contravene, result in the breach of or constitute a default under any
obligation or agreement to which such Guarantor is a party or by which such Guarantor or any of its properties may be bound or
affected and do not violate or contravene any law, order, decree, rule or regulation to which such Guarantor is subject.


 


(d)          There
are no judicial or administrative actions, suits or proceedings pending or, to the best of such Guarantor's knowledge, (i) threatened
against or affecting Guarantor or any of such Guarantors’ property that, if decided adversely, will have a material adverse
effect on such Guarantors’ ability to perform under this Guaranty or (ii) involving the validity, enforceability or priority
of this Guaranty.


 




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(e)          Such
Guarantor is duly organized and legally existing under the laws of the state of its formation.


 


(f)          This
Guaranty constitutes the legal, valid and binding obligation of such Guarantor enforceable in accordance with its terms, subject
to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws applicable to creditors’ rights
or the collection of debtors’ obligations generally; the execution and delivery of, and performance under, this Guaranty
are within such Guarantor's powers and have been duly authorized by all requisite action and are not in contravention of the powers
of Guarantor's organizational documents.


 


11.         Covenants
and Agreements. Guarantors absolutely and unconditionally covenants and agree with Agent and Lenders as follows:


 


(a)          If
Borrower does not or is unable so to pay or perform the Guaranteed Obligations for any reason, including, without limitation, liquidation,
dissolution, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, sale of all or substantially
all assets, reorganization, arrangement, composition, or readjustment of, or other similar proceedings affecting the status, composition,
identity, existence, assets or obligations of Borrower, or the disaffirmance or termination of any of the Guaranteed Obligations
in or as a result of any such proceeding, Guarantors shall pay and perform the Guaranteed Obligations and no such occurrence shall
in any way affect Guarantors’ obligations hereunder.


 


(b)          If
for any reason whatsoever (including but not limited to ultra vires, lack of authority, illegality, force majeure, act of God or
impossibility) the Guaranteed Obligations or the Indebtedness cannot be enforced against Borrower, such unenforceability shall
in no manner affect the liability of Guarantors hereunder and Guarantors shall be liable hereunder notwithstanding that Borrower
may not be liable for such Guaranteed Obligations or the Indebtedness and to the same extent as Guarantors would have been liable
if such Guaranteed Obligations had been enforceable against Borrower.


 


(c)          Should
the organizational status of Borrower change, this Guaranty shall continue and also cover the Guaranteed Obligations of Borrower
under the new organizational status according to the terms hereof.


 


(d)          If
any payment by Borrower to Agent or Lenders is held to constitute a preference under the bankruptcy laws, or if for any other reason
Agent or Lenders are required to refund such payment or pay the amount thereof to any other party, such payment by Borrower to
Agent or Lenders shall not constitute a release of Guarantors from any liability hereunder for the Guaranteed Obligations, and
this Guaranty shall continue to be effective or shall be reinstated, as the case may be.


 




    	11



    	 



    

 


(e)          Guarantors
shall not have (i) the right to the benefit of, or to direct the application of, any security held by Agent and/or Lenders (including
the property covered by the Loan Documents), any right to enforce any remedy which Agent or Lenders now have or hereafter may have
against Borrower, or any right to participate in any security now or hereafter held by Agent or Lenders, or (ii) any defense arising
out of the absence, impairment or loss of any right of reimbursement or subrogation or other right or remedy of Guarantors against
Borrower or against any security resulting from the exercise or election of any remedies by Agent or Lenders (including the exercise
of the power or right of sale under the Loan Documents), or any defense arising by reason of any disability or other defense of
Borrower or by reason of the cessation, from any cause, of the liability of Borrower.


 


(f)          The
payment by Guarantors of any amount pursuant to this Guaranty shall not in any way entitle Guarantors to any right, title or interest
(whether by way of subrogation or otherwise) in and to any of the Guaranteed Obligations or any proceeds thereof, or any security
therefor, unless and until the full amount owing to Agent and Lenders on the Guaranteed Obligations has been fully paid, but when
the same has been fully paid, Guarantors shall be subrogated as to any payments made by it to the rights of Agent and Lenders against
Borrower and/or any endorsers, sureties or other guarantors.


 


(g)          Neither
Agent nor Lenders shall be required to pursue any other remedies before invoking the benefits of this Guaranty, and specifically
they shall not be required to make demand upon or institute suit or otherwise pursue its remedies against Borrower or any surety
other than Guarantors or to proceed against or give credit for any security now or hereafter existing for the payment of any of
the Guaranteed Obligations. Agent may maintain an action on this Guaranty without joining Borrower therein and without bringing
a separate action against Borrower.


 


(h)          If
the Guarantors are required to perform the Completion Obligations under this Guaranty and fail to diligently and timely perform
such Completion Obligations in accordance with this Guaranty, then Agent may elect, in its sole and absolute discretion, to cause
the satisfaction of the Completion Obligations, in which event Guarantors will fully indemnify and hold harmless Agent and Lenders
for, from and against all loss, cost, damage, expense or liability that Agent and Lenders may suffer in respect of Agent’s
exercise of the rights of Agent and Lenders under this Guaranty and the performance of the Completion Obligations, INCLUDING
ANY NEGLIGENCE OF AGENT AND/OR LENDERS AND/OR STRICT LIABILITY, except to the extent that the same may result from the misconduct
or gross negligence of Agent or Lenders or any of their employees or agents.


 


12.         Intentionally
Deleted.


 




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13.         Financial
Statements and Reports. Each of CFP and VF Holdings will deliver to Agent annually, on or before December 31, of each year,
a copy of the Collateral Value Statement prepared for such Guarantor as of the preceding June 30. Each such Collateral Value Statement
will be in substantially the same form, and be prepared on substantially the same basis, as the Original CV Statement, with the
exception that the capitalization rate employed in establishing property values may be reduced, at the option of a Guarantor, to
a rate not lower than 6.5%. Each of CFH, VF Residential and Maple will deliver to Agent, on or before May 31 of each year, a copy
of the balance sheet of such Guarantor showing assets and liabilities as of the preceding December 31. Each such balance sheet
will be in substantially the same form, and be prepared on substantially the same basis, as the balance sheet prepared for such
Guarantor and delivered to Agent in connection with its underwriting of the Loan; provided, further the balance sheet of Maple
shall be audited by an independent certified public accountant. In accordance with the terms of the Loan Agreement, concurrently
with the delivery of each Collateral Value Statement or balance sheet required to be delivered hereunder, Borrower (or an officer
of Trammell Crow Residential Company) shall furnish or cause to be furnished to Agent a certificate in the form attached to the
Loan Agreement, addressed to Agent, certifying whether, to Borrower’s knowledge based on the information contained in the
most recently provided Collateral Value Statements and balance sheets, the Guarantors are in compliance with the requirements of
Section 14 .


 


14.         Liquidity;
Unencumbered Collateral Value of Assets of the Guarantors.


 


(a)          Should
the aggregate value of the assets of the Guarantors collectively fall to less than $40,000,000 and/or the aggregate amount of the
Liquid Assets of the Guarantors collectively fall to less than $5,000,000, then any such failure shall constitute an Event of Default
under the Notes, the Deed of Trust, and the other Loan Documents. In making the calculation of values of the aggregate assets of
the Guarantors and Liquid Assets under this Section 14, (i) the aggregate value of the assets of the Guarantors
will be reduced by the amount secured by all liens (including judgment liens) against the assets of the Guarantors that have not
otherwise been taken into account in determining the value of the aggregate assets of the Guarantors; and (ii) the assets
of a Guarantor and Liquid Assets of a Guarantor will be excluded with respect to any Guarantor to whom any event described in Sections
7.1(d), 7.1(e), 7.1(f) or 7.1(g) of the Loan Agreement has occurred.


 


(b)          Guarantors
and/or Borrower shall have the right to correct any deficiency under Section 14(a) above by, within thirty (30) days
after demand by Agent (during which time no Event of Default will be deemed to have occurred), (i) obtaining and delivering
to Agent one or more new guaranties, each of which shall be in form and content substantially the same as this Guaranty (or in
such other form as Agent may in its good faith business judgment approve) from one or more other guarantors whose aggregate assets
made available for satisfaction of its guaranty (as determined in accordance with the methodology and assumptions used by the Guarantors
in the Collateral Value Statements or balance sheets) and aggregate Liquid Assets are sufficient to correct the deficiency, or
(ii) obtaining and delivering to Agent, and thereafter (for so long as the deficiency exists) maintaining in full force and effect
an unconditional and irrevocable letter of credit, in face amount sufficient to correct the deficiency, naming Agent as beneficiary,
for the benefit of the Lenders, and otherwise in form and content and issued by an institution acceptable to Agent in the exercise
of its good faith business judgment or (iii) with respect to Liquid Assets, the amendment of this Guaranty (in form and substance
acceptable to Agent in the exercise of its good faith business judgment) in a manner such that the assets which are (A) not then
included within the definition of Liquid Assets, (B) sufficient to correct such deficiency and (C) otherwise acceptable to Agent
in its good faith business judgment, thereby become included within the amended meaning of Liquid Assets, as applicable in a manner
sufficient to achieve compliance with the financial covenants in Section 14(a) above. If, during such thirty (30)
day period, Guarantors or Borrower correct any deficiency under Section 14(a) above by complying with (i), (ii) or
(iii) above, then no Event of Default will be deemed to have occurred under this Section 14.


 




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15.         Joint
and Several Liability. All of the obligations and liability of the Guarantors hereunder shall be joint and several. Suit may
be brought against the Guarantors, jointly and severally, or against any one or more of them, less than all, without impairing
the rights of Agent and Lenders against the other Guarantors; and Agent may compound with any one or more Guarantors for such sums
or sum as it may see fit and/or release such of Guarantors from all further liability to Agent and Lenders for such indebtedness
without impairing the right of Agent and Lenders to demand and collect the balance of such indebtedness from the other Guarantors
not so compounded with or released; but it is agreed among said Guarantors themselves, however, that such compounding and release
shall in nowise impair the rights of said Guarantors as among themselves.


 


16.         Disputes
Among Guarantors. To the extent any dispute exists at anytime between or among any of the Guarantors as to any party's right
to contribution or otherwise, the Guarantors agrees to indemnify, defend and hold Agent and Lenders harmless from and against any
loss, damage, claim, demand, cost or other liability (including, without limitation, attorneys’ fees, legal expenses and
other costs) Agent and/or Lenders may suffer as a result of such dispute.


 


17.         Rights
Cumulative. The rights of Agent and Lenders are cumulative and shall not be exhausted by its exercise of any of its rights
hereunder or otherwise against Guarantors or by any number of successive actions until and unless all Guaranteed Obligations have
been paid in full. The existence of this Guaranty shall not in any way diminish or discharge the rights of Agent and/or Lenders
under any prior or future guaranty agreement executed by any Guarantor.


 


18.         Notices.
Any notice, request, demand or other communication required or permitted hereunder shall be given in writing, sent by (a) personal
delivery, or (b) expedited delivery service with proof of delivery, or (c) United States Mail, postage prepaid, registered or certified
mail, return receipt requested, addressed as follows:


 


To Agent:                           Compass Bank


8333 Douglas Avenue,
Suite 200 S


Dallas, Texas
75225


Attention: Commercial
Real Estate- North America


 


To CFP:                              CFP
Residential, L.P.


3819 Maple Avenue


Dallas, Texas 75219


Attention: Sarah
Puckett


 


To CFH:
                             CFH Maple Residential Investor, L.P.


3819 Maple
Avenue


Dallas, Texas
75219


Attention: Sarah
Puckett


 




    	14



    	 



    

  


To Maple:                          Maple
Residential, L.P.


3819 Maple
Avenue


Dallas, Texas
75219


Attention:
Timothy J. Hogan


 


To VF Residential:            VF
Residential, Ltd.


820 Gessner,
Suite 760


Houston, Texas
77042


Attention: Kenneth
J. Valach


 


To VF Holdings:                VF
MultiFamily Holdings, Ltd.


820 Gessner,
Suite 760


Houston, Texas
77042


Attention: Kenneth
J. Valach


 


or to such other address or to the attention
of such other person as hereafter shall be designated in writing by the applicable party sent in accordance herewith. Any such
notice or communication shall be deemed to have been given and received either at the time of personal delivery or, in the case
of delivery service or mail, as of the date of first attempted delivery at the address and in the manner provided herein.


 


19.         APPLICABLE
LAW. THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF GUARANTOR HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS (WITHOUT GIVING EFFECT TO TEXAS' PRINCIPLES OF CONFLICTS OF LAW)
AND THE LAW OF THE UNITED STATES APPLICABLE TO TRANSACTIONS IN THE STATE OF TEXAS.


 


20.         CONSENT
TO FORUM. GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN DALLAS,
TEXAS (OR ANY COURT OF COMPETENT JURISDICTION IN THE COUNTY WHERE ANY PORTION OF THE PROPERTY COVERED BY THE SECURITY INSTRUMENT
IS LOCATED) OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OF THE LOAN DOCUMENTS, AND GUARANTOR
HEREBY AGREES AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE
OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY STATE OR FEDERAL COURT SITTING IN DALLAS, TEXAS (OR ANY COURT OF COMPETENT
JURISDICTION IN THE COUNTY WHERE ANY PORTION OF THE PROPERTY COVERED BY THE SECURITY INSTRUMENT IS LOCATED) MAY BE MADE BY CERTIFIED
OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO GUARANTOR AT THE ADDRESS OF GUARANTOR FOR THE GIVING OF NOTICES HEREUNDER,
AND SERVICE SO MADE SHALL BE COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.


 




    	15



    	 



    

 


21.         WAIVER
OF JUDICIAL PROCEDURAL MATTERS. GUARANTOR AND AGENT HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE
ADVICE OF COMPETENT COUNSEL, EXPRESSLY AND UNCONDITIONALLY WAIVE, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING IN CONNECTION
WITH THIS GUARANTY, ANY AND EVERY RIGHT THEY MAY HAVE TO A TRIAL BY JURY.


 


22.         Counterparts.
This Guaranty may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document.
All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only
be necessary to produce one such counterpart.


 


23.         No
Modification. This Guaranty may only be modified, waived, altered or amended by a written instrument or instruments executed
by the party against which enforcement of said action is asserted. Any alleged modification, waiver, alteration or amendment which
is not so documented shall not be effective as to any party.


 


24.         Successors
and Assigns; Gender; Unenforceability of Certain Provisions, Headings. The terms, provisions, covenants and conditions hereof
shall be binding upon Guarantors and the heirs, devisees, representatives, successors and assigns of Guarantors and shall inure
to the benefit of Agent, Lenders and all transferees, credit participants, successors, assignees and/or endorsees of Agent and
Lenders. Within this Guaranty, words of any gender shall be held and construed to include any other gender and words in the singular
number shall be held and construed to include the plural, unless the context otherwise requires. A determination that any provision
of this Guaranty is unenforceable or invalid shall not affect the enforceability or validity of any other provision and any determination
that the application of any provision of this Guaranty to any person or circumstance is illegal or unenforceable shall not affect
the enforceability or validity of such provision as it may apply to any other persons or circumstances. The headings in this Guaranty
are for convenience only and will not limit or otherwise affect any of the terms hereof.


 


25.         Final
Agreement. IN ACCORDANCE WITH SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, THE PARTIES ACKNOWLEDGE THAT THE WRITTEN
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


26.         Keepwell.
Each Qualified ECP Guarantor jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds
or other support as may be needed from time to time by each other Guarantor that is not a Qualified ECP Guarantor to honor all
of such other Guarantor’s obligations under this Guaranty in respect of Swap Obligations, if any (provided that each Qualified
ECP Guarantor shall only be liable under this Section 26 for the maximum amount of such liability that can be hereby
incurred without rendering its obligations under this Section 26, or otherwise under this Guaranty, as it relates
to such other Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any
greater amount). The obligations of each Qualified ECP Guarantor under this Section 26 shall remain in full force
and effect for so long as this Guaranty shall remain in effect. Each Qualified ECP Guarantor intends that this Section 26
constitutes, and this Section 26 shall be deemed to constitute, a “keepwell, support, or other agreement”
for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 




    	16



    	 



    

 


27.         Excluded
Swap Obligations. The payment obligations of a Guarantor under this Guaranty shall not include any Excluded Swap Obligations
of such Guarantor.


 


28.         No
Recourse Against Partners. The Guaranteed Obligations of a Guarantor under this Guaranty are collectible only from the assets
of such Guarantor, and in no event will any partner of a Guarantor have any liability for the Guaranteed Obligations of a Guarantor
hereunder. Notwithstanding the foregoing, the limitations hereof shall not be deemed to limit any liability of any Guarantor under
this Guaranty or under any other guaranty or indemnity agreement now or hereafter executed in favor of Agent and Lenders in connection
with the Loan.


 


IN WITNESS WHEREOF,
the Guarantors have executed this Guaranty as of the date first set forth above.


 


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SIGNATURE PAGE OF GUARANTOR TO


GUARANTY


 


	 	MAPLE RESIDENTIAL, L.P.,
	 	a Delaware limited partnership
	 	 	 
	 	By:	Maple Residential GP, L.L.C.,
	 	 	a Delaware limited liability company,
	 	 	its general partner
	 	 	 
	 	 	By:	 
	 	 		Name:	 
	 	 		Title:	 


 


	STATE OF TEXAS	§	 
	 	§	 
	COUNTY OF DALLAS	§	 


 


This instrument was
acknowledged before me on the ____ day of June, 2014, by _______________, ______________________ of Maple Residential GP, L.L.C.,
a Delaware limited liability company, on behalf of said limited liability company, in its capacity as the general partner of Maple
Residential, L.P., a Delaware limited partnership, on behalf of said limited partnership.


 


	 	 
	 	Notary Public, State of Texas


 


	 	 
	 	Printed/Typed Name of Notary


My Commission Expires:


 


	.	 


 





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SIGNATURE PAGE OF GUARANTOR TO


GUARANTY


 





	 	 	CFP RESIDENTIAL, L.P.,
	 	 	a Texas limited partnership
	 	 	 
	 	 	By:	Crow Family, Inc., a Texas corporation, its general
    partner 
	 	 	 	 
	 	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 




















 


	STATE OF TEXAS	§	 
	 	§	 
	COUNTY OF DALLAS	§	 


 


This instrument was
acknowledged before me on the ____ day of ________________, 2014, by ____________________, __________________ of Crow Family, Inc.,
a Texas corporation, on behalf of said corporation in its capacity as the general partner of CFP Residential, L.P., a Texas limited
partnership, on behalf of said limited partnership.


 


	 	 
	 	Notary Public, State of Texas


 


	 	 
	 	Printed/Typed Name of Notary


My Commission Expires:


 


	.	 


 


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SIGNATURE PAGE OF GUARANTOR TO


GUARANTY


  


	 	CFH MAPLE RESIDENTIAL INVESTOR,
L.P., a Texas limited partnership
	 	 	 
	 	By:	CH Residential GP, L.L.C., a Texas limited liability company, its general partner
	 	 	 	 
	 	 	By:	Crow Family, Inc., a Texas corporation, its manager
	 	 	 	 
	 	 	By:	
	 	 	 	Name:	
	 	 	 	Title:	


 





	STATE OF TEXAS	§	 
	 	§	 
	COUNTY OF DALLAS	§	 


  


This instrument was
acknowledged before me on the ____ day of ___________, 2014, by _______________, ______________________ of Crow Family, Inc., a
Texas corporation, on behalf of said corporation in its capacity as manager of CH Residential GP, L.L.C., a Texas limited liability
company, on behalf of said limited liability company, in its capacity as the general partner of CFH Maple Residential Investor,
L.P., a Texas limited partnership, on behalf of said limited partnership.


 


	 	 
	 	Notary Public, State of Texas


 


	 	 
	 	Printed/Typed Name of Notary


My Commission Expires:


 


	.	 


 


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SIGNATURE PAGE OF GUARANTOR TO


GUARANTY


 





	 	VF RESIDENTIAL, LTD., 
	 	a Texas limited partnership
	 	 	 
	 	By:	VFTCR GP, LLC,
	 	 	a Texas limited liability company,
	 	 	its general partner
	 	 	 
	 	 	By:	 
	 	 	 	Kenneth J. Valach, Member







 


	STATE OF	 	 	§
	 	 	 	§
	COUNTY OF	 	 	§


 


This instrument was
acknowledged before me on the ____ day of ___________, 2014, by Kenneth J. Valach, member of VFTCR GP, LLC, a Texas limited liability
company, on behalf of said limited liability company, in its capacity as the general partner of VF Residential, Ltd., a Texas limited
partnership, on behalf of said limited partnership.


 


	 	 	 
	 	Notary Public, State of	 


 


	 	 
	 	Printed/Typed Name of Notary


 


My Commission Expires:


 


	.	 


 


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SIGNATURE PAGE OF GUARANTOR TO


GUARANTY


 





	 	VF MULTIFAMILY HOLDINGS, LTD., 
	 	a Texas limited partnership
	 	 	 
	 	By:	VFTCR GP, LLC, a Texas limited liability company, its general partner
	 	 	 	 
	 	 	By:	 
	 	 	 	Kenneth J. Valach, Member




 


	STATE OF	 	 	§
	 	 	 	§
	COUNTY OF	 	 	§


 


This instrument was
acknowledged before me on the ____ day of ___________, 2014, by Kenneth J. Valach, Member of VFTCR GP, LLC, a Texas limited liability
company, on behalf of said limited liability company, in its capacity as the general partner of VF Multifamily Holdings, Ltd.,
a Texas limited partnership, on behalf of said limited partnership.


 


	 	 	 
	 	Notary Public, State of	 


 


	 	 
	 	Printed/Typed Name of Notary


 


My Commission Expires:


 


	.	 


 


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