Exhibit 10.1


 


GREENWOOD FINANCIAL INC.


 


LIMITED CONSENT TO

EXCHANGE TRANSACTIONS


 


This LIMITED
CONSENT (this “Consent”) is
dated as of August 3, 2009 and entered into by and among GREENWOOD
FINANCIAL INC., a Delaware corporation (“Master
Borrower”), the entities identified on Schedule A attached
hereto (together with the Master Borrower, the “Borrowers”),
Orleans Homebuilders, Inc. (the “Guarantor”, and
together with the Borrowers, the “Obligors”), the
Lenders (defined below) party hereto and WACHOVIA BANK, NATIONAL
ASSOCIATION, as administrative agent for Lenders (“Agent”), and is made with reference to that certain Second
Amended and Restated Revolving Credit Loan Agreement dated as of September 30,
2008, by and among Obligors, the financial institutions listed on the signature
pages thereof (“Lenders”) and Agent, as amended by
that First Amendment to Second Amended and Restated Revolving Credit Loan
Agreement and First Amendment to Security Agreement dated as of February 11,
2009 (as so amended, the “Loan Agreement”).  Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Loan
Agreement.


 


RECITALS


 


WHEREAS, OHI Financing,
Inc., as issuer (“Issuer”),
Guarantor, and the Wilmington Trust Company (“WTC”),
as Trustee, are party to that certain Junior Subordinated Indenture dated as of
September 20, 2005 (“Existing Indenture I”)
pursuant to which the Issuer issued a Junior Subordinated Note due 2036 (“Note I”) in the principal amount of $30,928,000 to Orleans
Homebuilders Trust (“Trust I”);


 


WHEREAS, Trust I
issued Preferred Securities (“Preferred I Securities”,
together with Existing Indenture I, Note I and the other documents executed in
connection therewith, the “Existing Indenture I
Documents”) to certain investors (the “Indenture I
Investors”) pursuant to that certain Amended and Restated Trust
Agreement dated as of September 20, 2005 (the “Trust Agreement I”), by and among the Issuer, as depositor,
Guarantor, WTC, as property trustee and Delaware trustee, and the respective
administrative trustees named therein;


 


WHEREAS, Issuer and
The Bank of New York Trust Company, National Association (as successor to
JPMorgan Chase Bank National Association) (“BNYTC”),
as Trustee, are party to that certain Junior Subordinated Indenture dated as of
November 23, 2005 as amended by the Supplemental Indenture No. 1 dated as of August
13, 2007 (“Existing Indenture II”) pursuant
to which the Issuer issued a Junior Subordinated Note due 2036 (“Note II”) in the principal amount of $77,320,000 to Orleans
Homebuilders Trust II (“Trust II”);


 


WHEREAS, Trust II
issued Preferred Securities (“Preferred II Securities”,
together with Existing Indenture II, Note II and the other documents executed
in connection therewith, the “Existing Indenture II
Documents”) to certain investors (the “Indenture II
Investors”) pursuant to that certain Amended and Restated Trust
Agreement dated as of 


 

















 


November 23, 2005 (the “Trust II Agreement”), by and among the Issuer, as depositor,
BNYTC, as property trustee, BNY Mellon Trust of Delaware (as successor to Chase
Bank USA, National Association), as Delaware trustee, and the respective
administrative trustees named therein;


 


WHEREAS, the
obligations under each of Note I and Note II are guarantied by Guarantor;


 


WHEREAS, the Issuer
and BNYTC, as Trustee have entered into that certain Junior Subordinated
Indenture (the “New Indenture”)
pursuant to which Issuer proposes to issue Junior Subordinated Notes due 2036
in the aggregate principal amount of $93,750,000 (collectively, the “New II Securities”)
to the Indenture II Investors (the “New II Issuance”);


 


WHEREAS, upon the
effectiveness of the Exchange II Transaction, the obligations under New II
Securities will be guarantied by Guarantor;


 


WHEREAS, pursuant to that
certain Exchange Agreement dated as of the date hereof (the “Exchange Agreement”) among the Issuer, the Guarantor and the
Indenture II Investors, the Indenture II Investors have agreed to exchange
their Preferred II Securities for the New II Securities (the “Securities II Exchange”, together with the New II Issuance,
the “Exchange II Transaction”);


 


WHEREAS, Borrowers
have proposed that the Issuer enter into a new indenture and exchange agreement
with respect to the Existing Indenture I Documents (the “Exchange I
Transaction”, together with Exchange II Transaction, the “Exchange Transactions”) on substantially similar terms as
the Exchange II Transaction;


 


WHEREAS, the Exchange
Transactions require the consent of Requisite Lenders;


 


WHEREAS, Borrowers have
requested that the Agent and Lenders constituting Requisite Lenders consent to
the Exchange Transactions; and


 


WHEREAS, Requisite
Lenders and Agent are willing to consent to the Exchange Transactions subject
to the terms herein.


 


NOW, THEREFORE, in consideration
of the premises and the agreements, provisions and covenants herein contained,
the parties hereto agree as follows:


 


Section
1.              CONSENT


 


A.            Exchange II Transaction. 
Each
Lender signatory hereto hereby consents to the Exchange II Transaction pursuant
to the documents attached hereto as Exhibit A (the “Exchange II
Documents”) and consents and agrees that the Debt created or
incurred pursuant to the Exchange II Documents (including the guaranty thereof
by Guarantor) shall constitute OHI Financing Subordinated Debt and that the
guaranty of such debt by Guarantor as provided in the Exchange II Documents
shall constitute Permitted Debt.


 


2

















 


B.            Exchange I Transaction. 
Each
Lender signatory hereto hereby consents to the Exchange I Transaction; provided
that (i) the modifications to the terms of the Existing Indenture I Documents
are substantially similar to, and not less favorable to the Obligors and
Lenders than, the modifications made to the Existing Indenture II Documents in
the Exchange II Transaction, as determined by Agent, including without
limitation substantially similar covenants, events of default, interest rates,
proportional principal increase, redemption provisions, subordination provisions,
maturity date, transaction fees and other material terms, (ii) the Exchange I
Transaction is consummated and effective before September 30, 2009, (iii) the
documentation for the Exchange I Transaction shall be in form and substance
satisfactory to Agent, and (iv) no Event of Default, or any condition or event
that, after notice or lapse of time or both, would constitute an Event of
Default, has occurred and is continuing as of the effective date of the
Exchange I Transaction, which condition shall be evidenced by a certificate
delivered by Obligors to Agent dated as of the effective date of the Exchange I
Transaction certifying the same.  Each
Lender signatory hereto further consents and agrees that the Debt created or
incurred pursuant to the Exchange I Transaction (including the guaranty thereof
by Guarantor) shall constitute OHI Financing Subordinated Debt and that the
guaranty of such debt by Guarantor as provided in the Exchange I Documents
shall constitute Permitted Debt.


 


C.            Limitation of Consent; Effect
on Loan Documents; No Waiver.


 


1.             Limitation of Consent. 
Without limiting the generality of Section 11.10 of the Loan Agreement,
the consents set forth above shall be limited precisely as written and relate
solely to the Exchange Transactions and the consent required therefor pursuant
to the Loan Agreement, in each case as set forth herein.  Nothing herein shall be deemed to (a) constitute
a consent with respect to any other amendment to the OHI Financing Subordinated
Debt, which shall be subject to the Loan Agreement or (b) prejudice any right
or remedy that the Agent, Issuing Lender, any Agent or any Lender may now have
or may have in the future under the Loan Documents relating to any other
amendment to the OHI Financing Subordinated Debt.


 


2.             Effect on Loan Documents. 
The Loan Agreement and the other Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed.


 


3.             No Further Waiver or Consent. 
This Consent shall not, except as expressly provided herein, (a) constitute
a waiver of any Event of Default existing as of the date hereof or any
condition or event existing as of the date hereof that, after notice or lapse
of time or both, would constitute an Event of Default, in each case regardless
of whether the Agent or Lenders are aware of such Event of Default, event or
condition, including without limitation those events referred to in Sections 3(B)
and 3(C) herein, (b) constitute a waiver or consent of any provision of any
provision or condition of the Loan Agreement or any other Loan Documents, or (c)
operate as a waiver of or prejudice any right, power or remedy that any Agent
or any Lender may now have or may have in the future under the Loan Agreement
or any of the other Loan Documents.  The
consents granted are hereby limited to the matters set forth herein.


 


3

















 


Section
2.              CONDITIONS TO EFFECTIVENESS


 


Section 1 of this Consent
shall become effective only upon the satisfaction of all of the following
conditions precedent (the date of satisfaction of such conditions being
referred to herein as the “Effective Date”):


 


A.            On or before the Effective Date, Obligors shall
deliver to Lenders (or to Agent for Lenders with sufficient originally executed
copies, where appropriate, for each Lender) the following, each, unless
otherwise noted, dated the Effective Date:


 


1.             Copies of this Consent executed by each
Obligor.


 


2.             A fully executed copy of each Exchange II
Document, each in form and substance satisfactory to Agent and Requisite
Lenders, such satisfaction to be evidenced by delivery to Master Borrower by
Agent or such Lender of a counterpart signature page to this Consent.


 


3.             An original executed Mortgage with
respect to Byers Station Tract 3 delivered to Agent’s counsel in Philadelphia.


 


4.             A revised Borrowing Base Certificate as
of June 30, 2009 excluding the Ewing tracts 4 and 5 of Byers Station.


 


B.            Requisite Lenders shall have executed this Consent.


 


C.            Borrowers shall have paid (i) to Agent, all of Agent’s
outstanding expenses under the Loan Documents, including inspection and
appraisal costs, and (ii) to Reed Smith LLP, counsel to Agent, all fees and
expenses invoiced through the date hereof.


 


Section
3.              OBLIGORS’ REPRESENTATIONS AND WARRANTIES


 


In order to induce Lenders
to enter into this Consent, each Obligor represents and warrants to each Lender
that the following statements are true, correct and complete:


 


A.            Exchange Documents. 
The Exchange II Documents (i) constitute all of the material documents
relating to the Exchange II Transaction, and (ii) are in full force and effect
and have not been modified or waived in any respect without the consent of
Agent and Requisite Lenders.


 


B.            Incorporation of Representations
and Warranties From Loan Documents.  After giving
effect to this Consent, the representations and warranties contained in each
Loan Document are and will be true, correct and complete in all material
respects on and as of the Effective Date to the same extent as though made on
and as of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date, except to
the extent that any such representation or warranty is false, incorrect or
incomplete in any material respect as a result of the inclusion in the
Borrowing Base or any Borrowing Base Certificate of the parcels of real
property commonly known as Byers Station Tract 3 and/or Ewing Tracts 4 and 5.


 


4

















 


C.            Absence of Default. 
After giving effect to this Amendment, as of the date hereof, (i) no
Event of Default has occurred and is continuing or will result from the
consummation of the transactions contemplated by this Consent, and (ii) no
condition or event existing as of the date hereof that, after notice or lapse
of time or both, would constitute an Event of Default has occurred and is
continuing or will result from the consummation of the transactions contemplated
by this Consent, except to the extent that any such representation or warranty
is false, incorrect or incomplete in any material respect as a result of the
inclusion in the Borrowing Base or any Borrowing Base Certificate of the
parcels of real property commonly known as Byers Station Tract 3 and/or Ewing
Tracts 4 and 5.


 


D.            Performance.  As of the date hereof, the Obligors have performed all
agreements to be performed on their part as set forth in the Loan Documents.


 


Section
4.              MISCELLANEOUS


 


A.            Fees and Expenses. 
Company acknowledges that all costs, fees and expenses as described in Section
13.15 of the Loan Agreement incurred by Agent and its counsel with respect to
this Consent and the documents and transactions contemplated hereby shall be
for the account of Borrowers.


 


B.            Headings.  Section
and subsection headings in this Consent are included herein for convenience of
reference only and shall not constitute a part of this Consent for any other
purpose or be given any substantive effect.


 


C.            Applicable Law. 
THIS CONSENT SHALL IN ALL RESPECTS BE GOVERNED BY THE LAWS OF THE
COMMONWEALTH OF PENNSYLVANIA.


 


D.            Counterparts; Effectiveness. 
This Consent may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single counterpart
so that all signature pages are physically attached to the same document.  Any facsimiled,
electronically transmitted, or photocopied signatures hereto shall be deemed
original signatures hereto, all of which shall be equally valid.  This Consent (other than the provisions of Section 1
hereof, the effectiveness of which is governed by Section 2 hereof) shall
become effective upon the execution of a counterpart hereof by Obligors, Agent
and Requisite Lenders and receipt by Obligors and Agent of written or
telephonic notification of such execution and authorization of delivery
thereof.


 


Section
5.              ACKNOWLEDGEMENT AND CONSENT BY GUARANTOR


 


Guarantor
hereby acknowledges that it has read this Consent and consents to the terms
thereof, and hereby confirms and agrees that, notwithstanding the effectiveness
of this Consent, the obligations of Guarantor under its Guaranty shall not be
impaired or affected and the applicable Guaranty is, and shall continue to be,
in full force and effect and is hereby confirmed and ratified in all
respects.  Guarantor further agrees that
nothing in the Loan Agreement, this Consent or any other Loan Document shall be
deemed to require the consent of Guarantor to any future consent required by
the Loan Agreement.


 


5

















 


Section
6.              RELEASORS.


 


A.            Each Borrower and Guarantor hereby acknowledges and
agrees that, as of the Effective Date, no right of offset, defense,
counterclaim, claim, cause of action or objection in favor of any Borrower and
Guarantor against the Lenders (including all lenders prior to the Effective
Date) or the Agent, any other agent or any Issuer exists arising out of or with
respect to (i) the Indebtedness, the Loan Agreement or any of the other Loan
Documents; (ii) any other documents evidencing, securing or in any way relating
to the foregoing, or (iii) the administration or funding of the Loans, the
Commitment or the issuance of Letters of Credit or Tri-Party Agreements.


 


B.            Each Borrower and Guarantor hereby expressly waives,
releases and relinquishes any and all defenses, setoffs, claims, counterclaims,
causes of action or objections, if any, against such Lenders, the Agent, the
other agents or any Issuer, whether known or unknown, both at law and in
equity, only to the extent arising out of any matter, cause or event occurring
on or prior to the Effective Date.


 


C.            Each Borrower and Guarantor for itself, each other
Borrower and Guarantor and their respective successors and assigns in interest
and any person that may derivatively or otherwise assert a claim through or by
any of the foregoing to the fullest extent permitted by applicable law
(collectively, the “Releasors”)
waives and releases against each Agent, each Issuer and each Lender and each of
their respective employees, agents, representatives, consultants, attorneys,
fiduciaries, servants, officers, directors, partners, predecessors, successors
and assigns, subsidiary corporations, parent corporations, related corporate
divisions, participants and assigns (collectively, the “Releasees”), and covenants not to commence
or pursue any litigation or action, claims, demands, causes of action, suits,
debts, sums of money, accounts, bonds, bills, covenants, contracts,
controversies, agreements, promises, setoffs, recoupments, counterclaims,
defenses, expenses, damages and/or judgments, whatsoever in law or in equity
(whether matured, unmatured, contingent or non-contingent) that relate in any
way, either directly or indirectly, to the Loan Agreement, any other Loan Documents,
the transactions contemplated thereby or any action by Agents, Lenders or any
other Releasee in any way related thereto, whether known or unknown, which each
of the Releasors had, now has or may have, in each case only to the extent
arising out of any matter, cause or event occurring prior to the Effective
Date.  Each of the Releasors hereby
agrees that federal or state laws, rights, rules or legal principles of any
other jurisdiction which may be applicable thereto, to the extent that they
apply to the matters released hereby, are knowingly and voluntarily waived and
relinquished by such Releasors, to the full extent that such rights and
benefits pertaining to the matters released herein may be waived, and each of
the Releasors hereby agrees and acknowledges that this waiver is an essential
term of this Consent, without which Agent and Lenders would not have entered
into this Consent.  Each of the Releasors
represents and warrants that it has not purported to transfer, assign, pledge
or otherwise convey any of its right, title or interest in any matter released
hereby to any other Person.  In
connection with the release in this Consent, each of the Releasors acknowledges
that it is aware it may hereafter discover claims presently unknown or
unsuspected, or facts in addition to or different from those which such
Releasors now knows or believes to be true, with respect to the matters
released herein.  Nevertheless, it is
each of the Releasors’ intent in executing this Agreement to 


 


6

















 


fully, finally and forever release and settle such
matters to the extent they arise out of any matter, cause or event occurring
prior to the Effective Date.  In making
this release, each of the Releasors has consulted with counsel concerning the
effect thereof.


 


[The remainder of page intentionally left blank.]


 


7

















 


IN WITNESS WHEREOF, the parties
hereto have caused this Consent to be duly executed and delivered by their
respective officers thereunto duly authorized as of the date first written
above.


 


	
  Master Borrower:

  	
  Greenwood Financial Inc., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lawrence J. Dugan

  
	
   

  	
   

  	
  Name:

  	
  Lawrence J. Dugan

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
  Corporate Borrowers:

  	
  OHB Homes, Inc.

  
	
   

  	
  Orleans Corporation

  
	
   

  	
  Orleans Corporation of New Jersey

  
	
   

  	
  Orleans Construction Corp.

  
	
   

  	
  Parker & Lancaster Corporation

  
	
   

  	
  Parker & Orleans Homebuilders, Inc.

  
	
   

  	
  Sharp Road Farms, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lawrence J. Dugan

  
	
   

  	
   

  	
  Name:

  	
  Lawrence J. Dugan

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
  Limited Liability Company

  	
   

  	
   

  	
   

  
	
  Borrowers:

  	
  Masterpiece Homes, LLC

  
	
   

  	
  OPCNC, LLC

  
	
   

  	
  Orleans at Bordentown, LLC

  
	
   

  	
  Orleans at Cooks Bridge, LLC

  
	
   

  	
  Orleans at Covington Manor, LLC

  
	
   

  	
  Orleans at Crofton Chase, LLC

  
	
   

  	
  Orleans at East Greenwich, LLC

  
	
   

  	
  Orleans at Elk Township, LLC

  
	
   

  	
  Orleans at Evesham, LLC

  
	
   

  	
  Orleans at Hamilton, LLC

  
	
   

  	
  Orleans at Harrison, LLC

  
	
   

  	
  Orleans at Hidden Creek, LLC

  
	
   

  	
  Orleans at Jennings Mill, LLC

  
	
   

  	
  Orleans at Lambertville, LLC

  
	
   

  	
  Orleans at Lyons Gate, LLC

  
	
   

  	
  Orleans at Mansfield, LLC

  
	
   

  	
  Orleans at Maple Glen, LLC

  
	
   

  	
  Orleans at Meadow Glen, LLC

  
	
   

  	
  Orleans at Millstone, LLC

  



 


[Borrowers’ signatures continued on the following page]


 


(Signature
Page to First Amendment to Loan Agreement and Security Agreement)


 

















 


	
   

  	
  Orleans at Millstone River Preserve, LLC

  
	
   

  	
  Orleans at Moorestown, LLC

  
	
   

  	
  Orleans at Tabernacle, LLC

  
	
   

  	
  Orleans at Upper Freehold, LLC

  
	
   

  	
  Orleans at Wallkill, LLC

  
	
   

  	
  Orleans at Westampton Woods, LLC

  
	
   

  	
  Orleans at Woolwich, LLC

  
	
   

  	
  Orleans Arizona Realty, LLC

  
	
   

  	
  Orleans DK, LLC

  
	
   

  	
  Parker Lancaster, Tidewater, L.L.C.

  
	
   

  	
  Wheatley Meadows Associates, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lawrence J. Dugan

  
	
   

  	
   

  	
  Name:

  	
  Lawrence J. Dugan

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


[Borrowers’
signatures continued on the following page]


 


(Signature
Page to Limited Consent)


 

















 


	
  Limited Partnership

  	
   

  
	
  Borrowers:

  	
  Brookshire Estates, L.P. (f/k/a
  Orleans at Brookshire Estates, L.P.)

  
	
   

  	
  Orleans at Falls, LP

  
	
   

  	
  Orleans at Limerick, LP

  
	
   

  	
  Orleans at Lower Salford, LP

  
	
   

  	
  Orleans at Thornbury, L.P.

  
	
   

  	
  Orleans at Upper Saucon, L.P.

  
	
   

  	
  Orleans at Upper Uwchlan, LP

  
	
   

  	
  Orleans at West Bradford, LP

  
	
   

  	
  Orleans at West Vincent, LP

  
	
   

  	
  Orleans at Windsor Square, LP

  
	
   

  	
  Orleans at Wrightstown, LP

  
	
   

  	
  Stock Grange, LP

  
	
   

  	
  By:

  	
  OHI PA GP, LLC, sole General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Lawrence J. Dugan

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Lawrence J. Dugan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Orleans RHIL, LP

  
	
   

  	
  Realen Homes, L.P.

  
	
   

  	
  By:

  	
  RHGP, LLC, sole General Partner

  
	
   

  	
   

  	
  By:

  	
  Orleans Homebuilders, Inc.,

  
	
   

  	
   

  	
   

  	
  Authorized Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Garry P. Herdler

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Garry P. Herdler

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Guarantor:

  	
  Orleans Homebuilders, Inc., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Garry P. Herdler

  
	
   

  	
   

  	
  Name:

  	
  Garry P. Herdler

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
								



 


[Agent’s
signature continued on the next page]


 


(Signature
Page to Limited Consent)


 
















 


	
  Agent:

  	
  Wachovia Bank, National Association

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Nathan R. Rantala

  
	
   

  	
   

  	
  Name: Nathan R. Rantala

  
	
   

  	
   

  	
  Title: Director

  



 


[Lenders’ signature continued on the next page]


 


(Signature
Page to Limited Consent)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO LIMITED CONSENT, DATED AS OF AUGUST 3, 2009:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA
  BANK,

  
	
   

  	
  NATIONAL
  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Nathan R. Rantala

  
	
   

  	
   

  	
  Nathan
  R. Rantala, Director

  



 


(Signature
Page to Limited Consent)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO LIMITED CONSENT, DATED AS OF AUGUST 3, 2009:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William Blilenski

  
	
   

  	
   

  	
  Name:
  William Blilenski

  
	
   

  	
   

  	
  Title: SVP

  



 


(Signature
Page to Limited Consent)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO LIMITED CONSENT, DATED AS OF AUGUST 3, 2009:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SOVEREIGN
  BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard M. Guinn

  
	
   

  	
   

  	
  Name:
  Richard M. Guinn

  
	
   

  	
   

  	
  Title: Senior Vice President

  



 


(Signature
Page to Limited Consent)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO LIMITED CONSENT, DATED AS OF AUGUST 3, 2009:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MANUFACTURERS
  AND TRADERS TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Anne D. Bichony

  
	
   

  	
   

  	
  Name:
  Anne D. Bichony

  
	
   

  	
   

  	
  Title: Vice President

  



 


(Signature
Page to Limited Consent)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO LIMITED CONSENT, DATED AS OF AUGUST 3, 2009:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL
  CITY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christopher Guyer

  
	
   

  	
   

  	
  Name:
  Christopher Guyer

  
	
   

  	
   

  	
  Title: Vice President

  



 


(Signature
Page to Limited Consent)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO LIMITED CONSENT, DATED AS OF AUGUST 3, 2009:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FIRSTRUST
  BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Seth Muckler

  
	
   

  	
   

  	
  Name:
  Seth Muckler

  
	
   

  	
   

  	
  Title: Senior Vice President

  



 


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  LENDER
  SIGNATURE PAGE TO LIMITED CONSENT, DATED AS OF AUGUST 3, 2009:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTY
  BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Linda Garcia

  
	
   

  	
   

  	
  Name:
  Linda Garcia

  
	
   

  	
   

  	
  Title: SVP

  



 


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  LENDER
  SIGNATURE PAGE TO LIMITED CONSENT, DATED AS OF AUGUST 3, 2009:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TD
  BANK, NA, successor by merger to Commerce Bank, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert E. Velany

  
	
   

  	
   

  	
  Name:
  Robert E. Velany

  
	
   

  	
   

  	
  Title: Vice President

  



 


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  LENDER
  SIGNATURE PAGE TO LIMITED CONSENT, DATED AS OF AUGUST 3, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNTRUST
  BANK

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Janet R. Naifeh

  
	
   

  	
   

  	
  Name:
  Janet R. Naifeh

  
	
   

  	
   

  	
  Title:  Senior Vice President

  



 


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  LENDER
  SIGNATURE PAGE TO LIMITED CONSENT, DATED AS OF AUGUST 3, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REGIONS
  BANK, successor by merger to Amsouth Bank

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Renny Hudspeth

  
	
   

  	
   

  	
  Name:
  Renny Hudspeth

  
	
   

  	
   

  	
  Title:   SRVP

  



 


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  LENDER
  SIGNATURE PAGE TO LIMITED CONSENT, DATED AS OF AUGUST 3, 2009:

  
	
   

  	
   

  
	
   

  	
  COMERICA
  BANK

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Laura Benson

  
	
   

  	
   

  	
  Name:
  Laura Benson

  
	
   

  	
   

  	
  Title:   Vice President

  



 


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  LENDER
  SIGNATURE PAGE TO LIMITED CONSENT, DATED AS OF AUGUST 3, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPASS
  BANK, an Alabama Banking Corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven J. Hesler

  
	
   

  	
   

  	
  Name:
  Steven J. Hesler

  
	
   

  	
   

  	
  Title:   SVP

  



 


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  LENDER
  SIGNATURE PAGE TO LIMITED CONSENT, DATED AS OF AUGUST 3, 2009:

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY AMERICAS

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dunsun Lazasur

  
	
   

  	
   

  	
  Name:
  Dunsun Lazasur

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Valerie Shapiro

  
	
   

  	
   

  	
  Name
  Valerie Shapiro

  
	
   

  	
   

  	
  Title   Vice President

  



 


 


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Schedule A  -  Schedule of Borrowers


 


Greenwood
Financial Inc.


Masterpiece
Homes, LLC


OHB
Homes, Inc.


Orleans
Corporation


Orleans
Corporation of New Jersey


Orleans
Construction Corp.


Parker &
Lancaster Corporation


Parker &
Orleans Homebuilders, Inc.


Sharp
Road Farms, Inc.


OPCNC,
LLC


Orleans
at Bordentown, LLC


Orleans
at Cooks Bridge, LLC


Orleans
at Covington Manor, LLC


Orleans
at Crofton Chase, LLC


Orleans
at East Greenwich, LLC


Orleans
at Elk Township, LLC


Orleans
at Evesham, LLC


Orleans
at Hamilton, LLC


Orleans
at Harrison, LLC


Orleans
at Hidden Creek, LLC


Orleans
at Jennings Mill, LLC


Orleans
at Lambertville, LLC


Orleans
at Lyons Gate, LLC


Orleans
at Mansfield, LLC


Orleans
at Maple Glen, LLC


Orleans
at Meadow Glen, LLC


Orleans
at Millstone, LLC


Orleans
at Millstone River Preserve, LLC


Orleans
at Moorestown, LLC


Orleans
at Tabernacle, LLC


Orleans
at Upper Freehold, LLC


Orleans
at Wallkill, LLC


Orleans
at Westampton Woods, LLC


Orleans
at Woolwich, LLC


Orleans
Arizona Realty, LLC


Orleans
DK, LLC


Wheatley
Meadows Associates, LLC


Parker
Lancaster, Tidewater, L.L.C.


Brookshire
Estates, L.P. (f/k/a Orleans at Brookshire Estates, L.P.)


Orleans
at Falls, LP


Orleans
at Limerick, LP


Orleans
at Lower Salford, LP


Orleans
at Thornbury, LP


Orleans
at Upper Saucon, L.P.


 

















 


Orleans
at Upper Uwchlan, LP


Orleans
at West Bradford, LP


Orleans
at West Vincent, LP


Orleans
at Windsor Square, LP


Orleans
at Wrightstown, LP


Stock
Grange, LP


Orleans
RHIL, LP


Realen
Homes, L.P.