exv10w2



 





EXHIBIT 10.2




LOAN REINSTATEMENT, SECOND AMENDMENT TO

LOAN AGREEMENT AND OMNIBUS AMENDMENT AND

REAFFIRMATION OF LOAN DOCUMENTS AND GUARANTIES




     THIS LOAN REINSTATEMENT, SECOND AMENDMENT TO LOAN AGREEMENT AND OMNIBUS AMENDMENT AND
REAFFIRMATION OF LOAN DOCUMENTS AND GUARANTIES (this “Amendment”) is made and entered into
as of September 12, 2007, by and among each of the entities that is a signatory hereto identified
under the caption “BORROWERS” on the signature pages hereof (individually, a “Borrower”
and, collectively, the “Borrowers”); each of the guarantors, indemnitors and joinder
parties that is a signatory hereto identified under the caption “GUARANTORS” on the
signature pages hereof (individually, a “Guarantor” and, collectively, the
“Guarantors”); each of the pledgors that is a signatory hereto identified under the caption
“PLEDGORS” on the signature pages hereof (individually, a “Pledgor” and,
collectively, the “Pledgors”); each of the lenders that is a signatory hereto identified
under the caption “LENDERS” on the signature pages hereof and each lender that becomes a
“Lender” hereunder after the date hereof (individually, a “Lender” and, collectively, the
“Lenders”); each of the entities that is a signatory hereto identified under the caption
“MANAGERS” on the signature pages hereof (individually, a “Manager” and,
collectively, the “Managers”); and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation, as administrative agent for the Lenders (in such capacity, together with its
successors in such capacity, “Administrative Agent”).



RECITALS




     WHEREAS, the Borrowers, Administrative Agent, and the Lenders are parties to a Loan Agreement,
dated as of November 30, 2005 (the “Original Loan Agreement”), which Original Loan
Agreement provides, among other things, for Loans to be made by the Lenders to the Borrowers in an
aggregate principal amount not exceeding $391,000,000, upon and subject to the terms and conditions
set forth therein (the “Original Loan”); and



     WHEREAS, in connection with the making of the Original Loan, each of the Guarantors and
Pledgors executed one or more guaranties, indemnities joinder agreements or pledges, as same are
listed on SCHEDULE 1 and SCHEDULE 2 attached hereto and made a part hereof (as same
may have been, or may hereafter be, modified and/or reaffirmed, individually a “Guaranty”
and, collectively, the “Guaranties”, or, individually, a “Pledge” and,
collectively, the “Pledges”); and



     WHEREAS, as of June 30, 2006, the Original Loan and the Original Loan Agreement were modified
and the Guaranties and Pledges were reaffirmed, pursuant to a certain First Amendment to Loan
Agreement and Omnibus Amendment and Reaffirmation of Loan Documents (the “Omnibus
Agreement”), and other related documents, each dated as of such date and each executed by one
or more of the Borrowers and/or the Guarantors and/or Pledgors (as so amended, and as same may have
been and may hereafter be amended, modified or supplemented, the “Amended Loan,” the
“Amended Loan Agreement,” the “Amended Guaranties” and the “Amended
Pledges”, respectively); and



 









 







WHEREAS, simultaneously with, or prior to, the making of the Original Loan to Borrowers, each
of the Managers executed one or more management agreements with one or more of the Borrowers for
one or more of the Projects, and in connection with the making of the Original Loan, each of the
Managers executed an acknowledgement agreement, as such acknowledgement agreements are described on
SCHEDULE 3 attached hereto and made a part hereof (each a “Manager’s Agreement”;
and, collectively, the “Managers’ Agreements”); and



     WHEREAS, on August 6, 2007, an Event of Default occurred by reason of, inter alia, the
Borrowers’ failure to make the required “debt service” payments under the Amended Loan Agreement
(the “Default”); and



     WHEREAS, on August 10, 2007, the Lenders sent the Borrowers a default notice and accelerated
the Amended Loan (the “Acceleration”): and



     WHEREAS, as a result of the Acceleration, Lender applied certain escrows with respect to the
Loan, as same are described on EXHIBIT A attached hereto and made a part hereof (the
“Applied Escrows”); and



     WHEREAS the Borrowers have requested that the Lenders reinstate the Amended Loan and, in
consideration therefore, the Borrowers have agreed to make certain modifications to the Amended
Loan Agreement and Loan Documents; and



     WHEREAS, the Borrowers, the Guarantors, Managers, the Pledgors, the Lenders and Administrative
Agent desire to amend the Amended Loan and the Amended Loan Agreement and to reaffirm each of the
Guaranties, Pledges and Managers’ Agreements, as more fully set forth herein.



AGREEMENT




     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants, conditions and
agreements herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrowers, the Guarantors, the Pledgors, the
Managers, Administrative Agent, and the Lenders agree as follows:



     1. Definitions. Except as otherwise herein expressly provided, all capitalized terms
used herein shall have the meanings assigned to such terms in the Amended Loan Agreement.



     2. Reinstatement and Reaffirmation. Effective as of September 10, 2007,
notwithstanding the Default and the Acceleration, the Lenders reinstate the Amended Loan. The
Borrowers confirm that the outstanding principal balance of the Loan, as of the date hereof, is as
follows:



	 	 	 	 	 
	Note A:
	 	$	302,233,834.74	 
	Note B:
	 	$	65,401,419.98	 
	Note C:
	 	$	19,464,560.40	 
	Note D:
	 	$	19,233,805.29	 
	 
	 	 	 
	TOTAL:
	 	$	406,333,620.41	 
	 
	 	 	 






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Each of the Administrative Agent and Lender confirms that the Events of Default described on
EXHIBIT B attached hereto and made a part hereof, have been cured.




     3. Modifications to Loan Documents. The Amended Loan Agreement and the other Loan
Documents are hereby amended, modified and supplemented as follows:



     A. Cash Management Agreement The Borrowers and the Lenders executed a Cash Management
Agreement, dated as of August 23, 2007, pursuant to which the Borrowers transferred all of their
right, title and interest in and to the Rents to Lender (the “Cash Management Agreement”).
Such transfer was not a collateral assignment but an outright transfer. It is agreed that the Cash
Management Agreement was executed and delivered by the Borrowers in place of the Lockbox Agreement
required under the Amended Loan Agreement. The definition of “Loan Documents” in the Amended Loan
Agreement is hereby amended to include the Cash Management Agreement.



     B. Cross Default. That certain Cross-Collateralization Agreement, dated as of
September 29, 2006, among Lender, RI Panama City LLC, Tarragon Stoneybrook Apartments, L.L.C.,
Guardian-Jupiter Partners, LLC and Freesia Acquisitions LLC, is being amended as of the date as of
which this Amendment is made, to mutually cross default and cross-collateralize the Amended Loan
with the loans made under the following loan agreements and the properties securing repayment of
same:




     (i) Amended and Restated Loan Agreement, dated September 29, 2006, between Lender and
RI Panama City LLC;




     (ii) Amended and Restated Loan Agreement, dated September 29, 2006, between Lender and
Guardian-Jupiter Partners LLC; and




     (iii) Loan Agreement, dated September 29, 2006, between Lender and Freesia Acquisitions
LLC.



     C. Additional Modifications to the Amended Loan Agreement.



     (A) All funds in the Required Repairs Reserve have been spent for Required Repairs or applied
to the repayment of the Loan. Accordingly, there shall be no additional advances from the Required
Repairs Reserve.



     (B) Sections 3.D and 3.E of the Omnibus Agreement are hereby deleted in their entirety and of
no force and effect. Neither the Borrowers nor the Lenders (nor the Administrative Agent) shall
have any rights or obligations under such Sections. All references in the Omnibus Agreement to
“Additional Advance”, “Additional Advance Request”, “Debt
Service Advance” and “Note D Debt Service Reserve” shall be deleted as well as the provisions
applicable to any such term, but only to the extent it applies to such term.



     (C) The term “Secondary Debt Obligation” shall be amended in its entirety to read as follows:



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     “Secondary Debt Obligation” means, with respect to any Borrower, the Primary Debt
Obligations of all of the other Borrowers, other than the Primary Debt Obligation of such Borrower.
If such Borrower owns more than one Project, for purposes of determining the “Primary Debt
Obligations of the other Borrowers” with respect to such Borrower, only the debt applicable to one
of such Borrower’s Projects shall be considered its Primary Debt Obligation and the debt applicable
to its other Projects shall be considered “Primary Debt Obligations of the other Borrowers”.



     4. Modifications to, and Reaffirmation of, Guaranties.



     Each Guaranty that makes reference to the Original Loan Agreement or the Amended Loan
Agreement is hereby modified to refer instead to the Amended Loan Agreement, as modified hereby
(the “Loan Agreement”). Each of the Guarantors hereby ratifies, reaffirms, confirms and
acknowledges all of its covenants, representations (except as modified by SCHEDULE 4
attached hereto), obligations and agreements under, and all of the terms and conditions of, each
Guaranty to which it is a signatory, and agrees to continue to be bound thereby and to perform
thereunder.



     5. Modifications to, and Reaffirmation of, the Pledges.



     Each Pledge that makes reference to the Original Loan Agreement or the Amended Loan Agreement
is hereby modified to refer instead to the Loan Agreement. Each of the Pledgors hereby ratifies,
reaffirms, confirms and acknowledges, all of its covenants, agreements, representations (except as
modified by SCHEDULE 4 attached hereto) and obligations under, and all of the terms and
conditions of, each Pledge to which it is a signatory, and agrees to continue to be bound thereby
and to perform thereunder.



     6. Modifications to, and Reaffirmation of, the Other Loan Documents. From and after
the date hereof, all references in the Loan Documents to the “Loan Agreement” and the “Loan
Documents” shall be deemed to refer to the Loan Agreement and the Loan Documents as amended,
modified and supplemented hereby and by the documents executed in connection with this Amendment.
This Amendment and each of the documents executed in connection herewith shall be deemed to be a
Loan Document. Except as modified by SCHEDULE 4 attached hereto, each of the Borrowers
hereby ratifies, reaffirms, confirms and acknowledges all of its covenants, representations,
agreements and obligations under, and all of the terms and conditions of, each of the other Loan
Documents to which it is a signatory, and agrees to continue to be bound thereby and to perform
thereunder.



     7.
Modifications to, and Reaffirmation of, Manager’s Agreements. Each Manager’s
Agreement that makes reference to the Original Loan Agreement or the Amended Loan Agreement is
hereby modified to refer to the Loan Agreement. Each of the Managers hereby ratifies, reaffirms,
confirms and acknowledges its covenants, agreements, representations, obligations and liabilities
under, and all of the terms and conditions of, each Manager’s Agreement to which it is a
signatory, and agrees to continue to be bound thereby and to perform thereunder.



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     8. Applied Escrows. The Applied Escrows shall be replenished as provided on
Exhibit A.



     9. Conditions of Closing. In connection with the execution and delivery of this
Amendment, Borrowers shall be obligated to satisfy (to Administrative Agent’s satisfaction), in
full, the following conditions, at the expense of the Borrowers:



     A. The Borrowers shall have executed and delivered to Administrative Agent modifications to
each of the mortgages given to Lender in connection with the making of the Original Loan and the
Omnibus Agreement, evidencing the amendments, modifications and supplements to the Loan Documents
provided for herein, each of which shall be in form and substance acceptable to Administrative
Agent, and the same shall have been delivered for recording in the Official Records of the
applicable counties in which the subject Projects are located;



     B. The Borrowers shall have executed and delivered to Administrative Agent such amendments,
modifications and supplements to the Loan Documents as Administrative Agent may require;



     C. Administrative Agent shall have obtained from the applicable title companies such
irrevocable commitments to issue to Administrative Agent such date down endorsements to the Title
Policy as Administrative Agent may require, insuring that the mortgages referred to above have
been successfully modified and that they continue to be an enforceable first-priority or second
priority lien, as the case may be, against the Projects securing the Loan (as amended, modified
and supplemented herein), subject only to the Permitted Encumbrances;



     D. After the execution and delivery hereof, and in accordance with that certain post-closing
letter entered into this day among Administrative Agent, Borrowers and affiliates of Borrowers
(the “Post-Closing Letter”), Administrative Agent shall have received such opinions as
Administrative Agent may require from its local counsel or the Borrowers’ counsel, concerning the
execution, delivery and enforceability of this Amendment and any other amendments, modifications
and supplements to the Loan Documents entered into in connection herewith, and such other matters
as Administrative Agent may require; and



     E. As provided in the Post-Closing Letter, the Borrowers shall have paid or reimbursed
Administrative Agent for all costs and expenses incurred by Administrative Agent in connection
with the Default, including, without limitation, any actions taken by Administrative Agent or the
Lenders in connection with the Default, the preparation, negotiation, and execution of this
Amendment and the transactions contemplated hereby,
including the fees and disbursements of Administrative Agent’s counsel and all escrow,
recording and title insurance and endorsement charges.



     10. Representations, Warranties And Covenants Of The Borrowers, Guarantors, Pledgors and
Managers.



     To induce the Lender to execute and deliver this Amendment, each of the Borrowers, Guarantors,
Pledgors and Managers, represents, warrants and covenants as to itself that:



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     (A) the execution, delivery and performance by it of this Amendment and all documents and
instruments delivered in connection herewith and the Loan Agreement and all other Loan Documents to
which it is a party have been duly authorized by its respective Boards of Directors or members or
partners, as applicable, and this Amendment and all documents and instruments delivered in
connection herewith and the Loan Agreement and all other Loan Documents are legal, valid and
binding obligations of such party enforceable against it in accordance with their respective terms,
except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and
(ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding
in equity or at law);



     (B) Except as set forth on SCHEDULE 4 attached hereto and made a part hereof, each of
the representations and warranties contained in the Loan Agreement and the other Loan Documents to
which it is a party is true and correct on and as of the date hereof as if made on the date hereof,
except to the extent that such representations and warranties expressly relate to an earlier date,
in which case such representations and warranties shall be true and correct as of such earlier
date, and each of the agreements and covenants in the Loan Agreement and the other Loan Documents
to which it is a party is hereby reaffirmed with the same force and effect as if each were
separately stated herein and made as of the date hereof;



     (C) Neither the execution, delivery and performance of this Amendment and all documents and
instruments delivered in connection herewith to which it is a party nor the consummation of the
transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or
violate (i) any provision of such party’s corporate charter, bylaws, operating agreement, or other
governing documents or other applicable entity documents, (ii) any law or regulation, or any order
or decree of any court or government instrumentality, or (iii) any indenture, mortgage, deed of
trust, lease, agreement or other instrument to which it is a party or by which it or any of its
assets or properties is bound;



     (D) As of the date hereof, and after the execution and delivery of this Amendment, and other
documents being executed and delivered by Borrowers and certain affiliates to Administrative Agent,
no Event of Default has occurred and is continuing under this Amendment, any of the Loan Agreement
or any of the other Loan Documents.



     (E) The Lenders’ Liens on the Projects continue to be valid, binding, and enforceable
first-priority or second priority, as applicable, security interests which secure the Borrowers’
obligations under the Loan Agreement and other Loan Documents (subject only to Liens permitted
under the Loan Agreement), and no tax or judgment liens are currently of record against any
Borrower.



     (F) Any material misrepresentation of any Borrower, Guarantor, Pledgor or Manager or any
failure of any of them to comply with the covenants, conditions and agreements contained in this
Amendment (after ten (10) days’ notice) or in any other agreement, document or instrument at any
time executed and/or delivered by any Borrower, Guarantor, Pledgor or Manager with, to or in favor
of Lender in connection with the execution and delivery of this Amendment, shall constitute an
immediate “Event of Default” hereunder, and under the Loan Agreement.



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     (G) The recitals to this Agreement are true and correct.



     11. Ratification of Liability. The Borrowers, the Guarantors and the Pledgors (each,
a “Borrower Party”, and, collectively, the “Borrower Parties”) each, as debtors,
grantors, indemnitors, joinder parties, pledgors, guarantors, assignors, or in other capacities in
which such parties grant liens or security interests in their properties or otherwise act as
accommodation parties or in a similar capacity, as the case may be, under the Loan Agreement and
other Loan Documents, each hereby ratifies and reaffirms all of its payment and performance
obligations and obligations to indemnify, contingent or otherwise, under each of such Loan
Documents to which such party is a party, and each of the Borrower Parties hereby ratifies and
reaffirms its grant of Liens on or security interests in the Projects to secure all of its
respective obligations under or with respect to the Loan Agreement and other Loan Documents to
which it is a party (the “Obligations”), and confirms and agrees that such Liens and
security interests hereafter secure all of such Obligations, including, without limitation, all
additional Obligations hereafter arising or incurred pursuant to or in connection with this
Amendment, the Loan Agreement or any other Loan Documents. The Borrower Parties each further
agrees and reaffirms that the Loan Documents to which it is a party now apply to all of the
Borrowers’ Obligations (including, without limitation, all additional Obligations hereafter arising
or incurred pursuant to or in connection with this Amendment, the Loan Agreement or any other Loan
Document). Each Borrower Party (i) further acknowledges receipt of a copy of this Amendment and
all other agreements, documents, and instruments executed and/or delivered in connection herewith,
(ii) consents to the terms and conditions of same, and (iii) agrees and acknowledges that each of
the Loan Documents, as modified hereby, remains in full force and effect and is hereby ratified and
confirmed.



     12. Reference To And Effect Upon The Loan Agreement.



     (A) Except as expressly modified hereby, all terms, conditions, covenants, representations
and warranties contained in the Loan Agreement and the other Loan Documents, and all rights of the
Lender and all of the Borrower Parties’ Obligations, shall remain in full force and effect. Each
of the Borrower Parties hereby confirms that the Loan Agreement and the other Loan Documents to
which it is a party are in full force and effect and that it has no right of
setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any
of the Obligations, the Loan Agreement or any other Loan Document.



     (B) Except as expressly set forth herein, the execution, delivery and effectiveness of this
Amendment shall not directly or indirectly (i) constitute a consent or waiver of any past, present
or future violations of any provisions of any Loan Agreement or any other Loan Documents, (ii)
amend, modify or operate as a waiver of any provision of any Loan Agreement or any other Loan
Documents or any right, power or remedy of the Lenders, (iii) constitute a consent to any merger or
other transaction or to any sale, restructuring, recapitalization or refinancing transaction, or
(iv) constitute a course of dealing or other basis for altering any of the Borrower Parties’
obligations or any other contract or instrument. Except as expressly set forth herein, the Lenders
reserve all of their rights, powers, and remedies under the Loan Agreement, the other Loan
Documents and applicable law. All of the provisions of the Loan Agreement and the other Loan
Documents, including, without limitation, the time of the essence provisions, are hereby
reiterated, and if ever waived, are hereby reinstated.



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     13. General Release; Covenant Not To Sue.



     (A) In consideration of, among other things, the Lenders’ execution and delivery of this
Amendment, each of the Borrower Parties on behalf of itself and its agents, representatives,
officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (each
individually a “Releasor,” and collectively, the “Releasors”), hereby forever
waives, releases and discharges, to the fullest extent permitted by law, each of the Releasees (as
hereinafter defined) from any and all claims (including, without limitation, crossclaims,
counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts,
accounts, interests, liens, promises, warranties, damages and consequential damages, demands,
agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments,
executions, costs, expenses or claims whatsoever (collectively, the “Claims”), that such
Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown,
whether now existing or hereafter arising, whether arising at law or in equity, against any or all
of the Administrative Agent, the Lenders in any capacity and their respective affiliates,
subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities
laws), and their respective successors and assigns and each and all of the officers, directors,
employees, agents, attorneys and other representatives of each of the foregoing (collectively, the
“Releasees”), based in whole or in part on facts, whether or not now known, existing on or
before the date hereof, that relate to, arise out of or otherwise are in connection with: (i) any
or all of the Loan Agreement, any or all of the other Loan Documents, or transactions contemplated
thereby or any actions or omissions in connection therewith, (ii) any aspect of the dealings or
relationships between or among the Borrower Parties, on the one hand, and any or all of the
Lenders, on the other hand, relating to any or all of the documents, transactions, actions or
omissions referenced in clause (i) hereof, or (iii) any other Claims whatsoever against any
Releasee, including, without limitation, any Claims relating to the Default, the Acceleration or
any actions or proceeding brought by Administrative Agent or the Lenders in connection therewith.
The receipt by any of the Borrower Parties of any loans or other financial accommodations made by
any of the Lenders after the date hereof shall constitute a ratification, adoption, and
confirmation by such party of the foregoing general release of all Claims against the Releasees
which are based in whole or in part on facts, whether or not now known or unknown, existing on or
prior to the date of receipt of any such loans or
other financial accommodations. In entering into this Amendment, each of the Borrower Parties
consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on
any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges
that the validity and effectiveness of the releases set forth above do not depend in any way on any
such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The
provisions of this Section shall survive the termination of this Amendment, the Loan Agreement, the
other Loan Documents and payment in full of the Loan.



     (B) Each of the Borrower Parties, on behalf of itself and its successors, assigns, and other
legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees
with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory
proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by
any of the Borrower Parties pursuant to this Section. If any of the Borrower Parties, or any of
its successors, assigns or other legal representatives violates the foregoing covenant, each of the
Borrower Parties, each for itself and its successors, assigns and legal representatives, agrees to
pay, in addition to such other damages as any Releasee may sustain as



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a result of such violation,
all attorneys’ fees and costs incurred by any Releasee as a result of such violation.



     14. Miscellaneous.



     A. Controlling Provisions. In the event of any inconsistencies between the
provisions of this Amendment and the provisions of any other Loan Document, the provisions of this
Amendment shall govern and prevail. Except as expressly amended, modified and supplemented by
this amendment, the Loan Documents shall not be amended, modified, supplemented or waived and
shall remain in full force and effect.



     B. Further Assurances. At Administrative Agent’s request each of the Borrower
Parties and the Managers shall promptly execute any other document or instrument and/or seek any
consent or agreement from any third party that Administrative Agent reasonably determines is
necessary to evidence or further, or is otherwise relevant to, the intent of the parties, as set
forth in this Amendment. At Administrative Agent’s request, each of the Borrower Parties shall
promptly cause any of the other Borrower Parties or any of the holders of any equity interest in
any other Borrower Parties, as applicable, to execute any other document or instrument and/or
diligently seek any consent or agreement from any third party that Administrative Agent reasonably
determines is necessary to evidence or further, or is otherwise relevant to, the intent of the
parties, as set forth in this Amendment. Each of the Borrower Parties hereby authorize
Administrative Agent to file such amendments or supplements to any UCC Financing Statements filed
in connection with the making of the Loan, and to take such other actions as may be reasonably
necessary, in order to continue and maintain the perfection of its Liens created under the Loan
Documents.



     C. Counterparts. This Amendment may be executed by one or more of the parties to
this Amendment in any number of separate counterparts, each of which, when so executed,
shall be deemed an original, and all of said counterparts taken together shall be deemed to
constitute but one and the same instrument.



     D. Successors and Assigns. The provisions of this Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns, except
that none of the Borrower Parties or Managers may assign or transfer any of its rights or
obligations under this Amendment or any of the Loan Documents without the prior written consent of
Administrative Agent (which consent may be withheld in Administrative Agent’s sole and absolute
discretion).



     E. Entire Agreement. This Amendment, together with the other Loan Documents,
embodies the entire agreement and understanding among the Borrower Parties, Managers,
Administrative Agent and the Lenders, and supersedes all prior or contemporaneous agreements and
understandings of such Persons, verbal or written, relating to the subject matter hereof and
thereof.



     F. No Third Parties Benefited. This Amendment is made and entered into for the sole
protection and legal benefit of the Borrower Parties, Managers, Administrative Agent, the Lenders
and their permitted successors and assigns, and no other Person shall be a direct or indirect
legal beneficiary of, or have any direct or



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indirect cause of action or claim in connection with,
this Amendment or any of the other Loan Documents. Administrative Agent shall not have any
obligation to any Person not a party to this Amendment or the other Loan Documents.



     G. Governing Law; Consent To Jurisdiction And Venue. THIS AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
SUCH JURISDICTION’S CONFLICTS OF LAWS PRINCIPLES. EACH OF THE BORROWER PARTIES AND MANAGERS
CONSENTS AND AGREES THAT THE STATE AND FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK SHALL HAVE
EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY OR ALL OF THE
BORROWER PARTIES OR THE MANAGERS AND THE LENDERS PERTAINING TO THIS AMENDMENT; PROVIDED,
THAT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A
COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK; AND PROVIDED FURTHER, THAT NOTHING IN THIS
AMENDMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE LENDERS FROM BRINGING SUIT OR TAKING OTHER
LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL,
OTHER COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE ANY JUDGMENT OR OTHER
COURT ORDER IN FAVOR OF THE LENDERS. EACH OF THE BORROWER PARTIES AND THE MANAGERS EXPRESSLY
SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH
COURT, AND WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED ON LACK OF PERSONAL JURISDICTION, IMPROPER
VENUE OR FORUM NON CONVENIENS, AND HEREBY
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH
COURT. EACH OF THE BORROWER PARTIES AND THE MANAGERS WAIVES PERSONAL SERVICE OF THE SUMMONS,
COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OR SUCH
SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO EACH
OF THE BORROWER PARTIES AND THE MANAGERS AT THE ADDRESSES PROVIDED IN THE LOAN AGREEMENT OR OTHER
LOAN DOCUMENT. THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH BORROWER
PARTY’S OR MANAGER’S ACTUAL RECEIPT THEREOF OR THREE (3) BUSINESS DAYS AFTER DEPOSIT IN THE U.S.
MAIL, PROPER POSTAGE PRE-PAID.



     H. Waivers By Each of the Borrower Parties and Managers. (a) EACH OF THE BORROWER
PARTIES AND THE MANAGERS HEREBY WAIVES (i) THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT,
PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS AMENDMENT; (ii)
PRESENTMENT, DEMAND AND PROTEST, AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NONPAYMENT, MATURITY,
RELEASE WITH RESPECT TO ALL OR ANY PART OF OBLIGATIONS OF SUCH BORROWER PARTY OR MANAGER OR ANY
COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES
AT ANY TIME HELD BY ANY LENDER ON WHICH ANY



10









 







BORROWER PARTY OR MANAGER MAY IN ANY WAY BE LIABLE AND
HEREBY RATIFIES AND CONFIRMS WHATEVER ANY LENDER MAY DO IN THIS REGARD; (iii) NOTICE PRIOR TO
TAKING POSSESSION OR CONTROL OF THE ANY PROJECTS, OTHER COLLATERAL OR ANY BOND OR SECURITY WHICH
MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING ANY LENDER TO EXERCISE ANY OF ITS RIGHTS AND
REMEDIES; (iv) THE BENEFIT OF ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS AND ALL RIGHTS
WAIVABLE UNDER ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE; AND (v) NOTICE OF ACCEPTANCE HEREOF, AND
EACH BORROWER PARTY AND MANAGER ACKNOWLEDGES THAT THE FOREGOING WAIVERS ARE A MATERIAL INDUCEMENT
TO THE LENDERS ENTERING INTO THIS AMENDMENT AND THAT THE LENDERS ARE RELYING UPON THE FOREGOING
WAIVERS IN THEIR FUTURE DEALINGS WITH THE BORROWER PARTIES AND MANAGER. EACH OF THE BORROWER
PARTIES AND MANAGERS WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THE FOREGOING WAIVERS WITH ITS
LEGAL COUNSEL AND HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AMENDMENT MAY BE FILED AS A WRITTEN CONSENT
TO A TRIAL BY THE COURT.



     I. Time. Time is of the essence as to each term or provision of this Amendment and
each of the other Loan Documents.


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11









 





          IN WITNESS WHEREOF, each of the Borrower Parties, the Managers, Administrative Agent, and the
Lenders have caused this Amendment to be executed by their duly authorized representatives as of
the day, month and year first above written.




	 	 	 	 	 	 	 
	 	 	LENDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL

CORPORATION, a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/
Joseph A. Manasseri

	 	 
	 

	 	Name:	 	Joseph A. Manasseri

	 	 
	 

	 	Title:	 	Authorized
Signatory

	 	 
	 
	 	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL

CORPORATION, a Delaware Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Joseph A. Manasseri

	 	 
	 

	 	Name:	 	Joseph A. Manasseri

	 	 
	 

	 	Title:	 	Authorized
Signatory

	 	 






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S- 1 









 





	 	 	 	 	 
	 	 	BORROWERS
	 
	 	 	 	 
	 	 	TARRAGON HUNTSVILLE APARTMENTS,
L.L.C., an Alabama limited liability company
	 
	 	 	 	 
	 

	 	By:
	 	Ansonia MezzCo, LLC, a Delaware limited

liability company, its Managing Member






	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/  Kathryn Mansfield	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Kathryn Mansfield	 	 
	 

	 	 	 	 	 	Executive Vice President and	 	 
	 

	 	 	 	 	 	Secretary	 	 






	 	 	 	 	 
	 	 	WEST DALE NATIONAL ASSOCIATES, L.P., a Texas limited
partnership
	 
	 	 	 	 
	 

	 	By:
	 	Vintage National, Inc., a Texas corporation,
	 

	 	 	 	its General Partner






	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/  Kathryn Mansfield	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Kathryn Mansfield	 	 
	 

	 	 	 	 	 	Executive Vice President and	 	 
	 

	 	 	 	 	 	Secretary	 	 






	 	 	 	 	 
	 	 	MANCHESTER TARRAGON,
LLC, a
 Connecticut limited liability company
	 
	 	 	 	 
	 

	 	By:
	 	Woodcreek Garden Apartments, a California
	 

	 	 	 	limited partnership, its Managing Member






	 	 	 	 	 
	 

	 	By:
	 	TRI Woodcreek, Inc., a Nevada
	 

	 	 	 	corporation, its General Partner






	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/  Kathryn Mansfield	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Kathryn Mansfield	 	 
	 

	 	 	 	 	 	Executive Vice President and Secretary	 	 





[SIGNATURES APPEAR ON NEXT PAGE]




S- 2 









 





	 	 	 	 	 
	 	 	AUTUMN RIDGE
APARTMENTS, LLC, a
 Connecticut limited
liability company
	 
	 	 	 	 
	 

	 	By:
	 	Ansonia MezzCo, LLC, a Delaware limited

liability company, its Managing Member






	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/  Kathryn Mansfield	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Kathryn Mansfield

Executive Vice President and Secretary	 	 






	 	 	 	 	 
	 	 	DOGWOOD HILLS
APARTMENTS, LLC, a
 Connecticut limited
liability company
	 
	 	 	 	 
	 

	 	By:
	 	Ansonia MezzCo, LLC, a Delaware limited
	 

	 	 	 	liability company, its Managing Member






	 	 	 	 	 	 	 
	 

	 	By:	 	/s/  Kathryn Mansfield
	 	 	 	 	 
	 

	 	 	 	 	 	Kathryn Mansfield

	 

	 	 	 	 	 	Executive Vice President and Secretary






	 	 	 	 	 
	 	 	FOREST PARK
TARRAGON, LLC, a
 Connecticut limited
liability company
	 
	 	 	 	 
	 

	 	By:
	 	Ansonia MezzCo, LLC, a Delaware limited
	 

	 	 	 	liability company, its Managing Member






	 	 	 	 	 	 	 
	 

	 	By:	 	/s/  Kathryn Mansfield
	 	 	 	 	 
	 

	 	 	 	 	 	Kathryn Mansfield
	 

	 	 	 	 	 	Executive Vice President and
	 

	 	 	 	 	 	Secretary






	 	 	 	 	 
	 	 	ANSONIA ACQUISITIONS
I, LLC, a
 Connecticut limited
liability company
	 
	 	 	 	 
	 

	 	By:
	 	Ansonia MezzCo, LLC, a Delaware limited
	 

	 	 	 	liability company, its Managing Member






	 	 	 	 	 	 	 
	 

	 	By:	 	/s/  Kathryn Mansfield
	 	 	 	 	 
	 

	 	 	 	Kathryn Mansfield

	 

	 	 	 	Executive
	 	Vice President and Secretary





[SIGNATURES APPEAR ON NEXT PAGE]




S- 3 









 





	 	 	 	 	 
	 	 	HAMDEN CENTRE
APARTMENTS, LLC, a
 Connecticut limited
liability company
	 
	 	 	 	 
	 

	 	By:
	 	Ansonia MezzCo, LLC, a Delaware limited
	 

	 	 	 	liability company, its Managing Member






	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/  Kathryn Mansfield	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Kathryn Mansfield	 	 
	 

	 	 	 	 	 	Executive Vice President and Secretary	 	 






	 	 	 	 	 
	 	 	ANSONIA LIBERTY,
LLC, a
 Connecticut
limited liability company
	 
	 	 	 	 
	 

	 	By:
	 	Ansonia MezzCo, LLC, a Delaware limited
	 

	 	 	 	liability company, its Managing Member






	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/  Kathryn Mansfield	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Kathryn Mansfield	 	 
	 

	 	 	 	 	 	Executive Vice President and Secretary	 	 






	 	 	 	 	 
	 	 	OCEAN BEACH APARTMENTS, LLC,
a
 Connecticut limited liability company
	 
	 	 	 	 
	 

	 	By:
	 	Ansonia MezzCo, LLC, a Delaware limited
	 

	 	 	 	liability company, its Managing Member






	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/  Kathryn Mansfield	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Kathryn Mansfield	 	 
	 

	 	 	 	 	 	Executive Vice President and Secretary	 	 






	 	 	 	 	 
	 	 	DANFORTH APARTMENT OWNERS, L.L.C., a Florida limited
liability company
	 
	 	 	 	 
	 

	 	By:
	 	Ansonia MezzCo, LLC, a Delaware limited
	 

	 	 	 	liability company, its Managing Member






	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/  Kathryn Mansfield	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Kathryn Mansfield	 	 
	 

	 	 	 	 	 	Executive Vice President and Secretary	 	 





[SIGNATURES APPEAR ON NEXT PAGE]




S- 4 









 





	 	 	 	 	 
	 	 	PLANTATION BAY APARTMENTS, L.L.C., a Florida limited
liability company
	 
	 	 	 	 
	 

	 	By:
	 	Ansonia MezzCo, LLC, a Delaware limited
	 

	 	 	 	liability company, its Managing Member






	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/  Kathryn Mansfield	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Kathryn Mansfield	 	 
	 

	 	 	 	 	 	Executive Vice President and Secretary	 	 






	 	 	 	 	 
	 	 	TARRAGON SAVANNAH I, L.L.C., a Georgia limited liability
company
	 
	 	 	 	 
	 

	 	By:
	 	Ansonia MezzCo, LLC, a Delaware limited

liability company, its Managing Member






	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/  Kathryn Mansfield	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Kathryn Mansfield	 	 
	 

	 	 	 	 	 	Executive Vice President and Secretary	 	 






	 	 	 	 	 
	 	 	TARRAGON SAVANNAH II, L.L.C., a Georgia limited
liability company
	 
	 	 	 	 
	 

	 	By:
	 	Ansonia MezzCo, LLC, a Delaware limited
	 

	 	 	 	liability company, its Managing Member






	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/  Kathryn Mansfield	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Kathryn Mansfield	 	 
	 

	 	 	 	 	 	Executive Vice President and Secretary	 	 





[SIGNATURES APPEAR ON NEXT PAGE]




S- 5 









 





	 	 	 	 	 
	 	 	HEATHER LIMITED
PARTNERSHIP, a
 Maryland limited
partnership
	 
	 	 	 	 
	 

	 	By:
	 	Vintage National, Inc., a Texas corporation, its
	 

	 	 	 	General Partner






	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/  Kathryn Mansfield	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Kathryn Mansfield]	 	 
	 

	 	 	 	 	 	Executive Vice President and Secretary	 	 






	 	 	 	 	 
	 	 	SUMMIT / TARRAGON MURFREESBORO, L.L.C.,
a Tennessee limited liability company
	 
	 	 	 	 
	 

	 	By:
	 	Stewart Square National, Inc., a Nevada
	 

	 	 	 	corporation, its Managing Member






	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/  Kathryn Mansfield	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Kathryn Mansfield	 	 
	 

	 	 	 	 	 	Executive Vice President and Secretary	 	 






	 	 	 	 	 
	 	 	VINTAGE LEGACY LAKES NATIONAL, L.P.,

a Texas limited partnership
	 
	 	 	 	 
	 

	 	By:
	 	Vintage National, Inc., a Nevada corporation, its
	 

	 	 	 	General Partner






	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/  Kathryn Mansfield	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Kathryn Mansfield	 	 
	 

	 	 	 	 	 	Executive Vice President and Secretary	 	 






	 	 	 	 	 	 	 
	 	 	HERON COVE NATIONAL, INC., a Florida corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Kathryn Mansfield	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	Kathryn Mansfield
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	EVP
	 

	 	 	 	 

	 	 





[SIGNATURES APPEAR ON NEXT PAGE]





S- 6 











 






	 	 	 	 	 
	 
	 	 	 	 
	 	 	GUARANTORS AND INDEMNITORS1
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	/s/ William S. Friedman 
	 	 	 
	 	 	William S. Friedman
	 
	 	 	 	 
	 	 	TARRAGON CORPORATION, a Nevada

corporation
	 
	 	 	 	 
	 

	 	By:	 	/s/ William S. Friedman 
	 

	 	 	 	 
	 

	 	Name:	 	William S. Friedman 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	DOGWOOD HILLS APARTMENTS, LLC, a

Connecticut limited liability company

Ansonia MezzCo, LLC, a Delaware limited

liability company, its Managing Member
	 
	 	 	 	 
	 

	 	By:	 	/s/ William S. Friedman 
	 

	 	 	 	 
	 

	 	Name:	 	William S. Friedman 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	AUTUMN RIDGE APARTMENTS, LLC, a

Connecticut limited liability company

Ansonia MezzCo, LLC, a Delaware limited

liability company, its Managing Member
	 
	 	 	 	 
	 

	 	By:	 	/s/ William S. Friedman 
	 

	 	 	 	 
	 

	 	Name:	 	William S. Friedman 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 







 




			
	 	1	Each of the Guarantors, other than William S. Friedman
and Tarragon Corporation, is an Indemnitor as well.




Guarantors Signature Page-1









 










	 	 	 	 	 
	 	 	FOREST PARK TARRAGON, LLC, a

Connecticut limited liability company

Ansonia MezzCo, LLC, a Delaware limited

liability company, its Managing Member
	 
	 	 	 	 
	 

	 	By:	 	/s/ Kathryn Mansfield 
	 

	 	 	 	 
	 

	 	Name:	 	Kathryn Mansfield 
	 

	 	 	 	 
	 

	 	Title:	 	EVP 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	ANSONIA ACQUISITIONS I, LLC,

a Connecticut limited liability company

Ansonia MezzCo, LLC, a Delaware limited

liability company, its Managing Member
	 
	 	 	 	 
	 

	 	By:	 	/s/ Kathryn Mansfield 
	 

	 	 	 	 
	 

	 	Name:	 	Kathryn Mansfield 
	 

	 	 	 	 
	 

	 	Title:	 	EVP 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	HAMDEN CENTRE APARTMENTS, LLC,

a Connecticut limited liability company

Ansonia MezzCo, LLC, a Delaware limited

liability company, its Managing Member
	 
	 	 	 	 
	 

	 	By:	 	/s/ Kathryn Mansfield 
	 

	 	 	 	 
	 

	 	Name:	 	Kathryn Mansfield 
	 

	 	 	 	 
	 

	 	Title:	 	EVP 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	ANSONIA LIBERTY,
LLC, a Connecticut
 limited liability company

Ansonia MezzCo, LLC, a Delaware limited

liability company, its Managing Member

	 
	 	 	 	 
	 

	 	By:	 	/s/ Kathryn Mansfield 
	 

	 	 	 	 
	 

	 	Name:	 	Kathryn Mansfield 
	 

	 	 	 	 
	 

	 	Title:	 	EVP 
	 

	 	 	 	 





Guarantors Signature Page-2









 






	 	 	 	 	 
	 
	 	 	 	 
	 	 	OCEAN BEACH APARTMENTS, LLC, a

Connecticut limited liability company

Ansonia MezzCo, LLC, a Delaware limited

liability company, its Managing Member
	 
	 	 	 	 
	 
	 	By:	 	/s/ Kathryn Mansfield
	 
	 	 	 	 
	 
	 	Name:	 	Kathryn Mansfield
	 
	 	 	 	 
	 
	 	Title:	 	EVP
	EVP
	 	 	 	 
	 
	 	 	 	 
	 	 	WEST DALE NATIONAL ASSOCIATES,

L.P., a Texas limited partnership

Vintage National, Inc., a Texas corporation, its

General Partner
	 
	 	 	 	 
	 
	 	By:	 	/s/ Kathryn Mansfield
	 
	 	 	 	 
	 
	 	Name:	 	Kathryn Mansfield
	 
	 	 	 	 
	 

	 	Title:	 	EVP
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	MANCHESTER TARRAGON, LLC, a

Connecticut limited liability

Woodcreek Garden Apartments, a California

limited partnership, its Managing Member

	 
	 	 	 	 
	 	 	TRI Woodcreek, Inc. a Nevada corporation, its

General Partner
	 
	 	 	 	 
	 

	 	By:	 	/s/ Kathryn Mansfield
	 
	 	 	 	 
	 
	 	Name:	 	Kathryn Mansfield
	 
	 	 	 	 
	 
	 	Title:	 	EVP
	 
	 	 	 	 





Guarantors Signature Page-3









 





	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	DANFORTH APARTMENT OWNERS,

L.L.C. a Florida limited liability company

Ansonia MezzCo, LLC, a Delaware limited 

liability company, its Managing Member
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kathryn Mansfield 	 	 
	 
	 	Name:	 	Kathryn
Mansfield 
	 	 
	 
	 	 	 	 	 	 
	 
	 	Title:	 	EVP	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TARRAGON HUNTSVILLE

APARTMENTS, L.L.C., an Alabama limited 

liability company 

Ansonia MezzCo, LLC, a Delaware limited

liability company, its Managing Member

	 
	 	 	 	 	 	 
	 
	 	By:	 	/s/ Kathryn Mansfield	 	 
	 
	 	 	 	 	 	 
	 
	 	Name:	 	Kathryn Mansfield	 	 
	 
	 	 	 	 	 	 
	 
	 	Title:	 	EVP	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HEATHER LIMITED PARTNERSHIP, a

Maryland limited partnership

Vintage National, Inc., a Texas corporation, its

General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kathryn Mansfield 	 	 
	 
	 	Name:	 	 
Kathryn
Mansfield
	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	EVP 	 	 
	 

	 	 	 	 	 	 





Guarantors Signature Page-4









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TARRAGON SAVANNAH I,L.L.C., a

Georgia limited liability company

Ansonia MezzCo, LLC, a Delaware limited

liability company, its Managing Member
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Kathryn Mansfield
	 	 
	 

	 	Name:
	 	Kathryn Mansfield
	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	EVP	 	 
	 
	 	 	 	 	 	 
	 	 	TARRAGON SAVANNAH II, L.L.C., a

Georgia limited liability company

Ansonia MezzCo, LLC, a Delaware limited

liability company, its Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Kathryn Mansfield
	 	 
	 

	 	Name:	 	Kathryn Mansfield

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	EVP	 	 
	 
	 	 	 	 	 	 
	 	 	HERON COVE NATIONAL, INC., a Florida

corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Kathryn
Mansfield

	 	 
	 

	 	Name:
	 	Kathryn
Mansfield

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	EVP	 	 
	 
	 	 	 	 	 	 
	 	 	VINTAGE LEGACY LAKES NATIONAL, 

L.P., a Texas limited partnership

Vintage National, Inc., a Texas Corporation, its

General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Kathryn
Mansfield

	 	 
	 

	 	Name:
	 	Kathryn
Mansfield

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	EVP	 	 





Guarantors Signature Page-5









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	PLANTATION BAY APARTMENTS, L.L.C., 

a Florida limited liability partnership

Ansonia MezzCo, LLC, a Delaware limited

liability company, its Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Kathryn
Mansfield
	 	 
	 

	 	Name:
	 	Kathryn
Mansfield

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	EVP	 	 
	 
	 	 	 	 	 	 
	 	 	SUMMIT/TARRAGON MURFREESBORO,

L.L.C., a Tennessee limited liability company

Stewart Square National, Inc., a Nevada

corporation, its Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Kathryn
Mansfield

	 	 
	 

	 	Name:
	 	Kathryn
Mansfield

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	EVP	 	 





Guarantors Signature Page-6









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	PLEDGORS
	 	 
	 
	 	 	 	 	 	 
	 	 	ANSONIA MEZZCO, L.L.C. a Delaware

limited liability company

	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kathryn Mansfield 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Kathryn Mansfield 
	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	EVP 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	VINTAGE NATIONAL, INC., a Texas

corporation	 	 
	 
	 

	 	By:	 	/s/ Kathryn Mansfield 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Kathryn Mansfield 
	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	EVP 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	STEWART SQUARE NATIONAL, INC., a 

Nevada corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/Kathryn Mansfield 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Kathryn Mansfield 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	EVP 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WOODCREEK GARDEN APARTMENTS, a 

California limited partnership

TRI Woodcreek, Inc., a Nevada corporation, its

General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kathryn Mansfield 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Kathryn Mansfield 
	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	EVP 	 	 
	 

	 	 	 	 	 	 





Pledgors Signature Page-1









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TRI WOODCREEK, INC., a Nevada

corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kathryn Mansfield 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Kathryn Mansfield 
	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	EVP 	 	 
	 

	 	 	 	 	 	 





Pledgor Signature Page-2









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TARRAGON CORPORATION, a Nevada

corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  David
Goldban
	 	 	 	 	 
	 

	 	Name:
	 	David Goldban
	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President 
	 

	 	 	 	 	 	 





Pledgor Signature Page-3









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MANAGERS
	 	 
	 
	 	 	 	 	 	 
	 	 	TARRAGON MANAGEMENT, INC., a Texas

corporation
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Kathryn Mansfield
	 	 	 	 	 
	 

	 	Name:
	 	Kathryn Mansfield

	 

	 	 	 	 	 	 
	 

	 	Title:	 	EVP
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SUNCHASE AMERICAN, LTD., a North 

Carolina corporation
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	PACIFIC WEST MANAGEMENT, INC., a

California corporation
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	·	 	 







Managers Signature Page-1











 





SCHEDULE 1




GUARANTIES





	1.	 	Cross Collateralization Guaranty made by and between TARRAGON CORPORATION (“Guarantor”) and
GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30, 2005
	 
	2.	 	Guaranty of the Non-Recourse Exceptions made by and between TARRAGON CORPORATION (“Guarantor”)
and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30, 2005
	 
	3.	 	Amended and Restates Guaranty of the Non-Recourse Exceptions made by and between TARRAGON
CORPORATION and WILLIAM S. FRIEDMAN (“Guarantor”) and GENERAL ELECTRIC CAPITAL CORPORATION
(“Administrative Agent”) on June 30, 2006
	 
	4.	 	Secured Cross Collateral Guaranty made by and between AUTUMN RIDGE APARTMENTS, LLC (“Guarantor”)
and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30, 2005

(Autumn Ridge)
	 
	5.	 	Secured Cross Collateral Guaranty made by and between DOGWOOD HILLS APARTMENTS, LLC
(“Guarantor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30,
2005

(Dogwood Hills)
	 
	6.	 	Secured Cross Collateral Guaranty made by and between FOREST PARK TARRAGON, LLC (“Guarantor”)
and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30, 2005

(Forest Park)
	 
	7.	 	Secured Cross Collateral Guaranty made by and between ANSONIA ACQUISITIONS I, LLC (“Guarantor”)
and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30, 2005

(Groton Towers, Lakeview Apartments, Parkview Apartments, Sagamore Hills, Nutmeg Woods, Woodhill
Estates)
	 
	8.	 	Secured Cross Collateral Guaranty made by and between HAMDEN CENTRE APARTMENTS, LLC
(“Guarantor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30,
2005

(Hamden Centre)
	 
	9.	 	Secured Cross Collateral Guaranty made by and between ANSONIA LIBERTY, LLC (“Guarantor”) and
GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30, 2005





Schedule
1 – Guaranties Page-1




 









 








(The Liberty Building)





	10.	 	Secured Cross Collateral Guaranty made by and between OCEAN BEACH APARTMENTS, LLC (“Guarantor”)
and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30, 2005

(Ocean Beach)






	11.	 	Secured Cross Collateral Guaranty made by and between WEST DALE NATIONAL ASSOCIATES, L.P.
(“Guarantor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30,
2005

(200 Fountain Exec House)
	 
	12.	 	Secured Cross Collateral Guaranty made by and between MANCHESTER TARRAGON, LLC (“Guarantor”)
and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30, 2005

(278 Main Street Gianotti, Lofts at the Mills)
	 
	13.	 	Secured Cross Collateral Guaranty made by and between DANFORTH APARTMENT OWNERS, LLC
(“Guarantor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30,
2005

(Club at Danforth)
	 
	14.	 	Unsecured Cross Collateral Guaranty made by and between DANFORTH APARTMENT OWNERS, LLC
(“Guarantor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30,
2005

(Club at Danforth)
	 
	15.	 	Secured Cross Collateral Guaranty made by and between TARRAGON HUNTSVILLE APARTMENTS, LLC
(“Guarantor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30,
2005

(Vintage at Madison Crossing)
	 
	16.	 	Secured Cross Collateral Guaranty made by and between HEATHER LIMITED PARTNERSHIP (“Guarantor”)
and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30, 2005

(Heather Hill)
	 
	17.	 	Unsecured Cross Collateral Guaranty made by and between HEATHER LIMITED PARTNERSHIP
(“Guarantor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30,
2005

(Heather Hill)
	 
	18.	 	Secured Cross Collateral Guaranty made by and between TARRAGON SAVANNAH I, LLC (“Guarantor”)
and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30, 2005

(Links at Georgetown)





Pledgor Signature Page-2




 









 









	19.	 	Secured Cross Collateral Guaranty made by and between TARRAGON SAVANNAH II, LLC (“Guarantor”)
and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30, 2005

(Links at Georgetown)
	 
	20.	 	Secured Cross Collateral Guaranty made by and between HERON COVE NATIONAL, INC. (“Guarantor”)
and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30, 2005

(River City Landing)
	 
	21.	 	Unsecured Cross Collateral Guaranty made by and between HERON COVE NATIONAL, INC. (“Guarantor”)
and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30, 2005

(River City Landing)
	 
	22.	 	Secured Cross Collateral Guaranty made by and between VINTAGE LEGACY LAKES NATIONAL, L.P.
(“Guarantor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30,
2005

(Vintage at Legacy)
	 
	23.	 	Secured Cross Collateral Guaranty made by and between PLANTATION BAY APARTMENTS, LLC
(“Guarantor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30,
2005

(Vintage at Plantation Bay)
	 
	24.	 	Unsecured Cross Collateral Guaranty made by and between PLANTATION BAY APARTMENTS, LLC
(“Guarantor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30,
2005

(Vintage at Plantation Bay)
	 
	25.	 	Secured Cross Collateral Guaranty made by and between SUMMIT/TARRAGON MURFREESBORO, LLC
(“Guarantor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30,
2005

(Vintage at the Parke)
	 
	26.	 	Unsecured Cross Collateral Guaranty made by and between SUMMIT/TARRAGON MURFREESBORO, LLC
(“Guarantor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Administrative Agent”) on November 30,
2005

(Vintage at the Parke)





Pledgor Signature Page-3




 









 





 ·



INDEMNIFICATION AGREEMENTS





	1.	 	Environmental Indemnity Agreement made by and between AUTUMN RIDGE APARTMENTS, LLC and TARRAGON
CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November 30, 2005

(Autumn Ridge)
	 
	2.	 	Environmental Indemnity Agreement made by and between DOGWOOD HILLS APARTMENTS, LLC and TARRAGON
CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November 30, 2005

(Dogwood Hills)
	 
	3.	 	Environmental Indemnity Agreement made by and between FOREST PARK TARRAGON, LLC and TARRAGON
CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November 30, 2005

(Forest Park)
	 
	4.	 	Environmental Indemnity Agreement made by and between ANSONIA ACQUISITIONS I, LLC and TARRAGON
CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November 30, 2005

(Groton Towers)
	 
	5.	 	Environmental Indemnity Agreement made by and between HAMDEN CENTRE APARTMENTS, LLC and TARRAGON
CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November 30, 2005

(Hamden Centre)
	 
	6.	 	Environmental Indemnity Agreement made by and between ANSONIA ACQUISITIONS I, LLC and TARRAGON
CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November 30, 2005

(Lakeview Apartments)
	 
	7.	 	Environmental Indemnity Agreement made by and between ANSONIA LIBERTY, LLC and TARRAGON
CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November 30, 2005

(The Liberty Building)
	 
	8.	 	Environmental Indemnity Agreement made by and between OCEAN BEACH APARTMENTS, LLC and and
TARRAGON CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November
30, 2005

(Ocean Beach)
	 
	9.	 	Environmental Indemnity Agreement made by and between ANSONIA ACQUISITIONS I, LLC and TARRAGON
CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November 30, 2005

(Parkview Apartments)





Indemnification
Agreement - Page-1




 









 









	10.	 	Environmental Indemnity Agreement made by and between ANSONIA ACQUISITIONS I, LLC and TARRAGON
CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November 30, 2005

(Sagamore Hill)
	 
	11.	 	Environmental Indemnity Agreement made by and between ANSONIA ACQUISITIONS I, LLC and TARRAGON
CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November 30, 2005

(Nutmeg Woods)
	 
	12.	 	Environmental Indemnity Agreement made by and between ANSONIA ACQUISITIONS I, LLC and TARRAGON
CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November 30, 2005

(Woodcliff Estates)
	 
	13.	 	Environmental Indemnity Agreement made by and between WEST DALE NATIONAL ASSOCIATES, L.P. and
TARRAGON CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November
30, 2005

(200 Fountain Exec House)
	 
	14.	 	Environmental Indemnity Agreement made by and between MANCHESTER TARRAGON, LLC and TARRAGON
CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November 30, 2005

(278 Main Street Gianotti)
	 
	15.	 	Environmental Indemnity Agreement made by and between MANCHESTER TARRAGON, LLC and TARRAGON
CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November 30, 2005

(Lofts at the Mills)
	 
	16.	 	Environmental Indemnity Agreement made by and between DANFORTH APARTMENT OWNERS, LLC and
TARRAGON CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November
30, 2005

(Club at Danforth)
	 
	17.	 	Environmental Indemnity Agreement made by and between TARRAGON HUNTSVILLE APARTMENTS, LLC and
TARRAGON CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November
30, 2005

(Vintage at Madison)
	 
	18.	 	Environmental Indemnity Agreement made by and between HEATHER LIMITED PARTNERSHIP and TARRAGON
CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November 30, 2005

(Heather Hill)





Pledgor Signature Page-2




 









 









	19.	 	Environmental Indemnity Agreement made by and between TARRAGON SAVANNAH I, LLC and TARRAGON
CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November 30, 2005

(Links at Georgetown)
	 
	20.	 	Environmental Indemnity Agreement made by and between TARRAGON SAVANNAH II, LLC and TARRAGON
CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November 30, 2005

(Links at Georgetown)
	 
	21.	 	Environmental Indemnity Agreement made by and between HERON COVE NATIONAL, INC. and TARRAGON
CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November 30, 2005

(River City Landing)
	 
	22.	 	Environmental Indemnity Agreement made by and between VINTAGE LEGACY LAKES INTERNATIONAL, L.P.
and TARRAGON CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on
November 30, 2005

(Vintage at Legacy)
	 
	23.	 	Environmental Indemnity Agreement made by and between PLANTATION BAY APARTMENTS, LLC and
TARRAGON CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November
30, 2005

(Vintage at Plantation Bay)
	 
	24.	 	Environmental Indemnity Agreement made by and between SUMMIT/TARRAGON MURFREESBORO, LLC and
TARRAGON CORPORATION (“Indemnitor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“Agent”) on November
30, 2005

(Vintage at the Parke)





Pledgor Signature Page-3





 









 








JOINDERS




None.




Joinders
- Page-1




 









 








SCHEDULE 2




PLEDGES





	1.	 	Pledge and Security Agreement made by and between ANSONIA MEZZCO, LLC (“Pledgor”) and GENERAL
ELECTRIC CAPITAL CORPORATION (“Secured Party”) on November 30, 2005
	 
	2.	 	Pledge and Security Agreement made by and between VINTAGE NATIONAL, INC. (“Pledgor”) and GENERAL
ELECTRIC CAPITAL CORPORATION (“Secured Party”) on November 30, 2005
	 
	3.	 	Pledge and Security Agreement made by and between STEWART SQUARE NATIONAL, INC. (“Pledgor”) and
GENERAL ELECTRIC CAPITAL CORPORATION (“Secured Party”) on November 30, 2005
	 
	4.	 	Pledge and Security Agreement made by and between WOODCREEK GARDEN APARTMENTS (“Pledgor”) and
GENERAL ELECTRIC CAPITAL CORPORATION (“Secured Party”) on November 30, 2005
	 
	5.	 	Pledge and Security Agreement made by and between TRI WOODCREEK, INC. (“Pledgor”) and GENERAL
ELECTRIC CAPITAL CORPORATION (“Secured Party”) on November 30, 2005





Schedule 2
– Pledges
- Page-1




 









 








SCHEDULE 3




MANAGER ACKNOWLEDGEMENT AGREEMENTS





	1.	 	Manager’s Consent and Subordination of Management Agreement made by and between TARRAGON
MANAGEMENT, INC. (“Manager”), AUTUMN RIDGE APARTMENTS, LLC (“Borrower”), and GENERAL ELECTRIC
CAPITAL CORPORATION (“Agent”) on November 30, 2005
	 
	2.	 	Manager’s Consent and Subordination of Management Agreement made by and between SUNCHASE
AMERICAN, LTD. (“Manager”), HEATHER LIMITED PARTNERSHIP (“Borrower”), and GENERAL ELECTRIC CAPITAL
CORPORATION (“Agent”) on November 30, 2005
	 
	3.	 	Manager’s Consent and Subordination of Management Agreement made by and between PACIFIC WEST
MANAGEMENT, INC. (“Manager”), VINTAGE LEGACY LAKES NATIONAL, L.P. (“Borrower”), and GENERAL
ELECTRIC CAPITAL CORPORATION (“Agent”) on November 30, 2005
	 
	4.	 	Manager’s Consent and Subordination of Management Agreement made by and between TARRAGON
MANAGEMENT, INC. (“Manager”), ANSONIA ACQUISITIONS I LLC, ANSONIA LIBERTY LLC, AUTUMN RIDGE
APARTMENTS LLC, DANFORTH APARTMENT OWNERS L.L.C., DOGWOOD HILLS APARTMENTS LLC, FOREST PARK
TARRAGON LLC, HAMDEN CENTRE APARTMENTS LLC, HERON COVE NATIONAL INC., MANCHESTER TARRAGON LLC,
OCEAN BEACH APARTMENTS LLC, PLANTATION BAY APARTMENTS L.L.C., SUMMIT/TARRAGON MURFREESBORO L.L.C.,
TARRAGON HUNTSVILLE APARTMENTS L.L.C., TARRAGON SAVANNAH I L.L.C., TARRAGON SAVANNAH II L.L.C.,
WEST DALE NATIONAL ASSOCIATES L.P. (“Borrowers”), and GENERAL ELECTRIC CAPITAL CORPORATION
(“Agent”) on November 30, 2005





Schedule 3

Manager Acknowledgement Agreements

Page-1




 









 








SCHEDULE 4




Exceptions to Representations





	1.	 	Financials – Financials delivered to Lender at the closing of the Original Loan may
not be true as of the date hereof.
	 
	2.	 	Litigations – there are no litigations or claims against any of the Borrowers,
Guarantors or Pledgors which, if successful, would have been a material adverse effect upon it
or its ability to perform its obligations under the Loan Agreement or other Loan Documents
(other than pending litigation or claims made by Lender).
	 
	3.	 	Defaults – None of the Borrowers, Guarantors or Pledgors are in default of any
material agreement which default could cause a material adverse effect upon it or its ability
to perform its obligations under the Loan Agreement or other Loan Documents.




 









 











EXHIBIT A




Applied Escrows




Real Estate Taxes: $1,667,234.20




Insurance: $595,068.19




Replenishment of Escrows



The replenishment of the Applied Escrows (together with other “Applied Escrows”, which were applied
by Lender on August 10 with respect to loans made by Lender to affiliates of Borrower, the
“Total Applied Escrows”) shall take place as follows:



If the project known as Vista Grande (one of the Tampa Palms Projects) is sold before the sale of
either of the Abacoa Project or the Cason Estates Project, then an amount equal to $3,155,485.10
(the “Initial Funds”) shall be paid as additional release price for such property to
Lender, which amount will be applied by Lender to replenish the tax and insurance escrow portion of
the Total Applied Escrows. If either of the Abacoa Project or the Cason Estates Project is sold
and the required $10,000,000 additional release price (the “Additional Release Price”) is
paid to Lender, then an amount up to $3,155,485.10 thereof shall be used to replenish all of the
then unreplenished tax and insurance escrow portion of the Total Applied Escrows. In addition, if
the Vista Grande Project is sold first and the Initial Funds are used to replenish some of the
Total Applied Escrows as provided above, then the Additional Release Price shall be reduced by an
amount equal to the Initial Funds. In the event that any of the Total Applied Escrows are not
replenished in the manner provided above prior to the time that the funds in the applicable escrow
account are required to be used to pay the obligations for which the sums were deposited, then the
applicable Borrower, on demand, shall be obligated to fund into such escrow account such amount as
shall be necessary to permit Lender to make the required payment for which the escrow funds were
being deposited.




 









 








EXHIBIT B




Cured Defaults – Dragonfly




     Events of Default and Potential Defaults under, and as defined in, the Loan Agreement dated as
of November 30, 2005 (as amended or otherwise modified, the “Ansonia Loan Agreement’), among the
entities identified therein, as borrowers (the “Ansonia Borrowers”), the lenders party thereto, as
lenders (the “Ansonia Lenders”), and General Electric Capital Corporation (“GECC”), as
administrative agent (in such capacity, the “Ansonia Agent”):



     1. under Section 10.1 of the Ansonia Loan Agreement with respect to the failure of
the borrowers to make (a) the payment of principal and

interest due thereunder on
August 1, 2007, (b) any payments required under Section 3.1 of the Ansonia Loan
Agreement for the months of July and August 2007, and (c) any payment of principal or
interest due upon the demand of the Ansonia Agent or the Ansonia Lenders as a result of
the Event of Default referred to in clause (a) above.



     2. under Section 10.4 of the Ansonia Loan Agreement with respect to the failure of
the Ansonia Borrowers to deliver Lockbox Agreements

as required under Section 3.2 of
the Ansonia Loan Agreement.