exv10w2



 





Exhibit 10.2




	 	 	 	 	 
	This instrument prepared by or
under the supervision of 
(and
after recording should be returned
to):	 	 
	 
	 	 	 	 
	Name:

	 	David S. Hall, Esq.	 	 
	Address:

	 	Thacher Proffitt & Wood LLP	 	 
	 

	 	Two World Financial Center	 	 
	 

	 	New York, New York 10281
	 	(Space reserved for Clerk of Court)






MORTGAGE CONSOLIDATION

AND SPREADER AGREEMENT




     THIS MORTGAGE CONSOLIDATION AND SPREADER AGREEMENT (this “Agreement”) is made as of
October 10, 2006 by and between TARRAGON LUGANO LLC, a Delaware limited liability company,
BALLANTRAE TARRAGON LLC, a Florida limited liability company, REFLECTION LAKES TARRAGON, LLC, a
Florida limited liability company, OMNI MONTERRA LLC, a Florida limited liability company, YBOR
CITY TARRAGON, LLC, a Delaware limited liability company, and MADISON AT PARK WEST TARRAGON, LLC, a
South Carolina limited liability company (each a “Borrower” and collectively the “Borrowers”),
having an address c/o 423 West 55th Street, 12th Fl., New York, New York 10019, and BARCLAYS
CAPITAL REAL ESTATE INC., a Delaware corporation (“Lender”), whose address is 200 Park Avenue, New
York, New York 10166.


NOTICE TO RECORDER: This Agreement amends and renews five (5) previous Florida
mortgages identified in attached Exhibit B as the “Original Florida Mortgages” and consolidates
them into one singular mortgage instrument made by the Borrowers party hereto, encumbering the five
Florida properties identified herein and therein and spreading the lien of the consolidated
mortgage to encumber a sixth mortgaged property located in the State of South Carolina. All
required Florida documentary stamp taxes and nonrecurring intangible personal property taxes were
previously paid upon recordation of the five Original Florida Mortgages in the Public Records of
the various Florida counties identified in Exhibit B, in each case based on the respective
principal amounts of the original promissory notes respectively secured thereby. The aggregate
outstanding principal balance of the five Florida loans secured by the Original Florida Mortgages
prior to this amendment was $196,426,806, and in connection with this amendment the Borrowers are
paying down the aggregate outstanding principal balance of the five Florida loans to $192,114,000.



As amended and consolidated by this Agreement, the Original Florida Mortgages together: (i)
encumber Florida real property located in various counties, having an aggregate approximate value
of $250,800,000, (ii) encumber real property located in the State of South Carolina having an
approximate value of $35,600,000, and (iii) secure six separate loans in the aggregate principal
amount of $215,000,000, with five such loans being renewals of the five Florida loans secured by
the Original Florida Mortgages and the sixth loan being a renewal of an existing loan to the owner
of the South Carolina property. Pursuant to Sections 201.08(5) and 199.133(2) of the Florida
Statutes and regulations promulgated thereunder, the amended and consolidated mortgages are subject
to additional Florida documentary stamp taxes and intangible taxes based on the increase, if any,
in the Florida tax base resulting from the application of rules limiting the tax base when there is
collateral in more than one state.



Pursuant to Rule 12B-4.053(31)(b) of the Florida Administrative Code, the tax base for documentary
stamp tax on a multi-state mortgage recorded in Florida that pledges both property inside Florida
and property outside Florida is the percentage of the secured indebtedness which the value of the
Florida mortgaged property bears to the total value of all the security, wherever located. The
$250,800,000 value of the Florida mortgaged property represents 86.7219 percent of the total value
of all the collateral ($286,400,000), and said percentage of the $215,000,000 aggregate principal
amount of the loans is $186,452,051, which when rounded up to the next $100 (i.e., to
($186,452,100) is the documentary stamp tax base for the amended and consolidated mortgages.
Pursuant to Rule 12C-2.004(2)(b) of the Florida Administrative Code, the tax base for nonrecurring
intangible personal property taxes on the amended and consolidated mortgages is also based on
86.7219 percent of the $215,000,000 aggregate principal amount of the loans, or $186,452,051.
Because the tax base for the amended and consolidated mortgages is lower than the previous tax base
on which stamp taxes and intangible taxes were paid (i.e., the outstanding $192,114,000 principal
balance secured by the Original Florida Mortgages and renewed hereby), no additional stamp taxes or
intangible taxes are payable with respect to this Agreement or the amended and consolidated
mortgages.




 









 





W I T N E S S E T H:




     WHEREAS, Lender is the owner and holder of the five mortgages more particularly described in
attached Exhibit B (the “Original Florida Mortgages”) and respectively recorded in the
Public Records of Palm Beach County, Hillsborough County, Lee County, and Seminole County, Florida,
respectively made by the following Borrowers: TARRAGON LUGANO LLC, a Delaware limited liability
company, BALLANTRAE TARRAGON LLC, a Florida limited liability company, REFLECTION LAKES TARRAGON,
LLC, a Florida limited liability company, OMNI MONTERRA LLC, a Florida limited liability company,
and YBOR CITY TARRAGON, LLC, a Delaware limited liability company;



     WHEREAS, the Original Florida Mortgages respectively encumber the lands more particularly
described in Exhibit A-1 (Palm Beach County, Florida), Exhibit A-2 (Seminole
County, Florida), Exhibit A-3 (Lee County, Florida), Exhibit A-4 (Lee County,
Florida) and Exhibit A-5 (Hillsborough County, Florida), and all improvements thereon,
leases and rents thereof, and other collateral pertaining thereto described in the Original Florida
Mortgages (collectively, the “Florida Property”), each to secure a loan from Lender to the
respective Borrower in the original principal amount set forth in attached Exhibit B (the
“Original Florida Loans”), each evidenced by one or more promissory notes of even date with the
respective Original Florida Mortgage in said aggregate original principal amount made by the
respective Borrower in favor of Lender (the “Original Florida Notes”), and each governed by a Loan
Agreement of even date with the respective Original Florida Mortgage made by Lender and the
respective Borrower (the “Original Florida Loan Agreements,” and together with the Original Florida
Mortgages and the Original Florida Notes, the “Original Florida Documents”);



     WHEREAS, Borrower MADISON AT PARK WEST TARRAGON, LLC, a South Carolina limited liability
company (“Madison”), is the owner of the lands more particularly described in attached Exhibit
A-6 (Charleston County, South Carolina), and all improvements thereon, leases and rents
thereof, and other collateral pertaining thereto (the “South Carolina Property”), and Madison is
the Borrower of an existing loan from Lender in the original principal amount of $23,400,000.00
(the “Original Madison Loan”) evidenced by a promissory note dated November 8, 2005 in said
original principal amount made by Madison in favor of Lender (the “Original Madison Note”) and
governed by a Loan Agreement of even date therewith made by Lender and Madison (the “Original
Madison Loan Agreement”);



     WHEREAS, the Original Florida Loans and the Original Madison Loan are referred to herein
collectively as the “Original Loans,” the Original Florida Notes and the Original Madison Note are
referred to herein collectively as the “Original Notes,” the Original Florida Loan Agreement and
the Original Madison Loan Agreement are referred to herein collectively as the “Original Loan
Agreements,” and the Original Florida Documents and the Original Madison Note and the Original
Madison Loan Agreement are referred to herein collectively as the “Original Documents”; and



     WHEREAS, Lender is willing to extend the maturity date of the Original Loans and to amend
other terms of the Original Loans and the Original Documents as requested by the Borrowers,
provided that each Borrower (i) agrees to consolidate the Original Florida Mortgages into one
mortgage instrument encumbering all of the Florida Property as security for all of said extended
and amended indebtedness, (ii) spreads the lien of said consolidated mortgage to



2









 







encumber the South Carolina Property as security for all of said extended and amended
indebtedness, (iii) amends and restates the Original Florida Mortgages as so consolidated and
spread to contain terms and conditions acceptable to Lender as provided hereinafter, including
without limitation provisions cross-defaulting said extended and amended indebtedness and
cross-collateralizing the same by all of the Florida Property and the South Carolina Property, (iv)
repays a portion of the principal balance outstanding under its respective Original Loan so that
the reduced aggregate principal balance outstanding under all the Original Loans shall be
$215,000,000, (v) executes and delivers to Lender one or more renewal promissory notes evidencing
its respective Original Loan as so reduced, extended and amended, and (vi) enters into an amendment
of its respective Original Loan Agreement;



     NOW, THEREFORE, in consideration of the foregoing recitals and the sum of TEN DOLLARS and
other good and valuable consideration, Borrowers and Lender agree that the foregoing recitals are
true and correct and further agree as follows:



1. DEFINITIONS




     In addition to the capitalized terms defined in the foregoing recitals and set forth below,
the capitalized terms used but not defined herein shall have the respective meanings set forth in
the Loan Agreement. The following capitalized terms shall have the following respective meanings:



     (a) “Loans” means the Original Florida Loans and the Original Madison Loan, each as extended
and amended in connection with this Agreement, in the aggregate principal amount of $215,000,000
and in the respective principal amounts set forth in Section 2(a) below.



     (b) “Mortgage” means the Amended and Restated Mortgage, Assignment of Leases and Rents,
Security Agreement and Fixture Filing of even date herewith made by the Borrowers and Lender to
amend further and to restate and supersede in their entirety the Original Florida Mortgages as
consolidated and amended hereby.



     (c) “Notes” means the Amended and Restated Promissory Notes of even date herewith executed in
favor of Lender by each of the respective Borrowers (together with all notes issued in full or
partial replacements thereof, or in substitution or exchange therefor, and all amendments thereto)
to evidence the renewal of the reduced principal balance outstanding under the respective Original
Notes previously made in favor of Lender by each of the Borrowers.



     (d) “Loan Agreements” means the Original Loan Agreements, each as amended by an Amendment to
Loan Agreement of even date herewith executed by Lender and the respective Borrower to govern the
separate Loan made by Lender to such Borrower.



     (e) “Property” means the Florida Property and the South Carolina Property.



2. RENEWAL LOANS




     (a) By the execution and delivery of its respective Note or Notes to Lender by each of the
Borrowers, the outstanding principal balance of the Original Loan owing under the Original Note or
Original Notes made by such Borrower has been renewed and the maturity thereof has



3









 







been extended to the new maturity date set forth in the respective Loan Agreement. The
following Loans are and shall be evidenced by the respective Notes made by the respective Borrowers
of even date herewith, as set forth below:



	 	 	 	 	 
	 	 	Principal Amount of Notes and
	Borrower	 	Loans
	Tarragon Lugano LLC
	 	$	53,303,000	 
	 
	 	 	 	 
	Ballantrae Tarragon LLC
	 	$	40,393,000	 
	 
	 	 	 	 
	Reflection Lakes Tarragon, LLC
	 	$	50,076,000	 
	 
	 	 	 	 
	Omni Monterra LLC
	 	$	41,200,000	 
	 
	 	 	 	 
	Ybor City Tarragon, LLC
	 	$	7,142,000	 
	 
	 	 	 	 
	Madison at Park West Tarragon, LLC
	 	$	22,886,000	 
	 
	 	 	 	 
	Aggregate Principal Amount:
	 	$	215,000,000	 






     (b) Each Loan shall bear interest as provided in the respective Note or Notes and Loan
Agreement, shall be governed by the respective Loan Agreement and is secured by the Original
Florida Mortgages (as consolidated and amended hereby) and by any other security documents executed
by any Borrower from time to time in favor of Lender.



     (c) Each Borrower acknowledges and agrees that the aggregate principal amount of its
respective Note or Notes as set forth above represents the principal balance outstanding under its
respective Original Loan after giving effect to the partial repayment required by Lender from such
Borrower as a condition to extending and amending the Original Loans, and that said principal
amount has been fully advanced to such Borrower.



     (d) Each of the Notes is being made solely by the same Borrower that executed the respective
Original Note renewed thereby. Each Borrower is and shall be separately liable as a maker with
respect to its Note or Notes only, and no Borrower has assumed or shall be liable as a maker with
respect to any of the other Notes executed by any of the other Borrowers. Nothing contained in
this Agreement shall impair or otherwise adversely affect any guaranty of payment made in favor of
Lender by any Borrower from time to time.



     (e) The renewal of the Original Loans evidenced by this Agreement and by the execution and
delivery of the respective Notes is not a repayment or novation of the Original Loans. Neither
this Agreement nor the Mortgage shall impair or otherwise adversely affect the priority of the
liens and security interests of any of the Original Florida Mortgages or any other security
instrument securing any of the Original Loans, all of which shall remain in full force and effect
as modified by this Agreement and by the Mortgage.



     (f) The Borrowers represent to Lender that: (i) the Notes evidencing the renewal and
refinancing of the respective outstanding principal amounts of the Original Loans are exempt from
Florida documentary stamp taxes as provided in Section 201.09 of the Florida Statutes and



4









 







exempt from Florida non-recurring intangible personal property taxes as provided in Section
199.145(4) of the Florida Statutes; and (ii) this Agreement and the amendment and consolidation of
the Original Florida Mortgages as set forth in this Agreement are exempt from said taxes for the
reasons set forth in the “Notice to Recorder” provision on the first page of this Agreement. The
Borrowers jointly and severally agree to indemnify, defend and hold Lender harmless from any such
stamp taxes or intangible taxes that may be imposed, assessed or asserted by the State of Florida
or any political subdivision thereof against Lender on account of this Agreement, the Loans, the
Notes, the Mortgage or any other instrument or document executed, delivered or recorded in
connection herewith, together with any interest or penalties pertaining thereto and any attorney’s
fees or other expenses incurred by Lender in connection therewith.



3. MORTGAGE CONSOLIDATION AGREEMENT




     Each Borrower party to this Agreement hereby agrees with Lender that all of the Original
Florida Mortgages are hereby modified and consolidated into one singular mortgage instrument in
favor of Lender encumbering all of the Florida Property as security for all of the Loans, and each
Borrower hereby ratifies and confirms the lien of the consolidated Original Florida Mortgages with
respect to the portion of the Florida Property owned by such Borrower. The Florida Property
includes lands lying in two or more counties in the State of Florida, and this Agreement has been
executed in multiple counterparts so that separate original counterparts can be recorded in each
such county, but all of the counterparts together and all of the Original Florida Mortgages as
consolidated hereby shall constitute one singular mortgage instrument encumbering all of the
Florida Property wherever located. In accordance with Section 702.04 of the Florida Statutes, each
Borrower agrees that at Lender’s option the Original Florida Mortgages as consolidated hereby may
be foreclosed in any one of said counties as determined by Lender, and all foreclosure proceedings
shall be had in that county as if all the Florida Property lay therein, except that notice of the
foreclosure sale shall be published in every county wherein lies any of the Florida Property to be
sold. After final disposition of the foreclosure suit, the clerk of the circuit court shall
prepare and forward a certified copy of the decree of foreclosure and sale and of the decree of
confirmation of sale to the clerk of the circuit court of every other county wherein lies any of
the Florida Property, to be recorded in the foreign judgment records of each such other county, and
the costs of such copies and of the record thereof shall be taxed as costs in the foreclosure
proceedings.



4. MORTGAGE SPREADER AGREEMENT




     As security for the Loans and subject to the terms and conditions set forth in the Original
Florida Mortgages as consolidated by this Agreement, Madison hereby grants, bargains, sells,
conveys, assigns, transfers, mortgages, pledges, delivers, sets over, warrants and confirms to
Lender, and grants Lender a security interest in, and agrees that the lien of the Original Florida
Mortgages as so consolidated is hereby spread and extended to encumber with the same force and
effect as if originally set forth therein, all of Madison’s right, title and interest in and to the
South Carolina Property more particularly described in Exhibit A-6 attached hereto,
together with and all improvements thereon, leases and rents thereof, and other collateral of the
types described in the Original Florida Mortgages and located on or pertaining to the South
Carolina Property. The South Carolina Property is located outside of the State of Florida, and
Madison shall record this Agreement or such other security documents as may be required by
applicable law in the appropriate filing or recording offices of the county in which the South
Carolina



5









 







Property is be located, in order to perfect the lien and security interest granted herein to
Lender against the South Carolina Property as security for the Loans.



5. CROSS-DEFAULT AND CROSS-COLLATERALIZATION




     (a) Each Borrower party to this Agreement hereby agrees with Lender that any default or
“Default” or “Event of Default” (i) occurring with respect to any Loan made to any Borrower or (ii)
occurring under the terms of any Note or Loan Agreement executed by any Borrower or (iii) occurring
under terms of the Mortgage with respect to any Borrower or the respective Property owned by such
Borrower, shall, after giving effect to any applicable notice, grace or cure provisions contained
therein, also constitute a default, “Default” or “Event of Default” respectively under all of the
other Loans, under all of the other Notes and Loan Agreements, and under the Mortgage with respect
to all the Borrowers and all the Property described in the Mortgage.



     (b) Each Borrower party to this Agreement hereby agrees with Lender that all of the Property
described in the Mortgage and any other collateral securing any of the Loans shall stand as
collateral security for all of the Loans, and Lender may pursue any and all remedies available
under applicable law against any of the Property or other collateral in any order that Lender may
determine in its sole discretion for the payment of any of the Loans, each Borrower hereby waiving
any right to have any such Property or any other collateral marshalled or applied to the payment of
any obligations in any particular order.



6. AMENDMENT AND RESTATEMENT




     (a) In order to induce Lender to extend and amend the Original Loans and to enter into this
Agreement, the Loan Agreements and the other documents pertaining to the Loans, each Borrower
hereby agrees that such Borrower has no claims, offsets or defenses against Lender or against
enforcement of the terms of the Original Documents against such Borrower, and each Borrower waives
and relinquishes any such claims, offsets or defenses whatsoever that such Borrower may now have.



     (b) In addition to the modifications of the Original Florida Mortgages set forth in this
Agreement, Borrowers and Lender have concurrently herewith executed and delivered multiple
counterparts of a certain Amended and Restated Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing of even date herewith (the “Mortgage”) to amend further and restate
the terms and provisions of the Original Florida Mortgages (as consolidated and amended hereby) in
their entirety, and a counterpart of the Mortgage is to be recorded immediately following this
Agreement in the Public Records of each Florida county in which this Agreement is recorded,
whereupon the Mortgage shall supersede and replace the terms and provisions of this Agreement and
the Original Florida Mortgages as so consolidated and amended hereby. Notwithstanding that the
terms and provisions of the Original Florida Mortgages are being restated by the Mortgage, it is
the intention of Borrowers and Lender that the Mortgage shall not constitute a novation of the
Original Florida Mortgages but shall continue in full force and effect the lien and priority of
each of the Original Florida Mortgages (as consolidated, spread and amended hereby) as security for
the respective Original Loan identified therein (as modified hereby) as well as additional
cross-security for the other Loans.



6









 





7. MISCELLANEOUS PROVISIONS




     7.1 Each Borrower hereby ratifies and confirms all of the terms, covenants, conditions,
warranties, representations and agreements contained in the Original Documents, which shall remain
in full force and effect as modified by this Agreement, the Notes, the Loan Agreements and the
Mortgage.



     7.2 In the event of any conflict between the terms of any Loan Agreement and the terms of this
Agreement, the terms of such Loan Agreement shall govern.



     7.3 All of the terms and provisions of this Agreement are and shall be binding on, and shall
inure to the benefit of, Borrowers and Lender and their respective successors and assigns.



     7.4 Wherever used in this Agreement and unless the context otherwise requires, words in the
singular include the plural, words in the plural include the singular, and pronouns of any gender
include the other genders. Captions and paragraph headings contained in this Agreement are for
convenience only and shall not affect its interpretation. All references in this Agreement to
Exhibits, sections, subsections, paragraphs and subparagraphs refer to the respective subdivisions
of this Agreement, unless such reference expressly identifies another document. All references in
this Agreement to sums expressed in dollars or with the symbol “$” refer to the lawful currency of
the United States of America, unless such reference specifically identifies another
dollar-denominated currency.



     7.5 This Agreement shall be governed by, and construed and enforced in accordance with, the
laws of the State of Florida.



     7.6 This Agreement consists of seven (7) numbered pages, plus unnumbered signature pages and
seven (7) Exhibits (“A-1” through “A-6” inclusive and “B”), which are incorporated herein by this
reference.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




7









 





     WITNESS the due execution hereof as of the date first written above.



BORROWERS:



     WITNESS the due execution hereof as of the date first written above.



	 	 	 	 	 	 	 	 	 
	Signed, sealed and delivered in the
presence of these witnesses:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	REFLECTION LAKES
TARRAGON, LLC, a

Florida limited liability company
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Print Name:	 	 	 	By:	 	Reflection Lakes Manager, Inc., a Nevada
corporation, its manager
	 
	 	 	 	 	 	 	 	 
	WITNESS:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Charles D. Rubenstein
	 	 	 	 	 	 	 	 	 
	Print Name:

	 	 	 	 	 	 	 	Executive Vice President






 









 






	 	 	 	 	 	 	 
	STATE OF

	 	 	 	 	)	 
	 

	 	 

	 	 	 	 
	 
	 	)   	 	 	SS:	 
	COUNTY OF

	 	 	 	 	)	 
	 

	 	 

	 	 	 	 






     The foregoing instrument was acknowledged before me this                      day of                     , 2006
by                                         , the                                      
   , of                                         , a(n)
                                        , as [manager/managing member] of each of REFLECTION LAKES TARRAGON, LLC, a
Florida limited liability company, on behalf of the companies. S/he is personally known to me or
has produced a                                          as identification.



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Notary:	 	 	 	 
	[NOTARIAL SEAL]

	 	 	 	 
 
 Print Name:

	 	 
	 

	 	 	 	Notary Public, State of	 	 	 	 
	My commission expires:

	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	 	 	 





 









 





     WITNESS the due execution hereof as of the date first written above.



	 	 	 	 	 	 	 	 	 
	Signed, sealed and delivered in the
presence of these witnesses:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	MADISON AT PARK WEST TARRAGON, LLC,

a South Carolina limited liability company
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Print Name:	 	 	 	By:	 	Madison Tarragon Manager, Inc., a Nevada
corporation, its managing member
	 
	 	 	 	 	 	 	 	 
	WITNESS:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Charles D. Rubenstein
	 	 	 	 	 	 	 	 	 
	Print Name:

	 	 	 	 	 	 	 	Executive Vice President






 









 





	 	 	 	 	 	 	 
	STATE OF

	 	 	 	 	)	 
	 

	 	 

	 	 	 	 
	 
	 	)   	 	 	SS:	 
	COUNTY OF

	 	 	 	 	)	 
	 

	 	 

	 	 	 	 






     The foregoing instrument was acknowledged before me this                      day of                                   
      , 2006
by                                      , the                               
           of                                         , a(n)
                                        , as [manager/managing member] of each of MADISON AT PARK WEST TARRAGON, LLC, a
South Carolina limited liability company, on behalf of the companies. S/he is personally known to
me or has produced a                                          as identification.



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Notary: 
	 	 
	[NOTARIAL SEAL]

	 	 	 	
Print Name:  

	 	 
	 

	 	 	 	Notary Public, State of
	 	 

	 	 
	My commission expires:

	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	 	 	 





 









 





     WITNESS the due execution hereof as of the date first written above.



	 	 	 	 	 	 	 	 	 
	Signed, sealed and delivered in the
presence of these witnesses:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	OMNI MONTERRA LLC, a Florida

limited liability company
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Print Name:	 	 	 	By:	 	Monterra Tarragon, Inc., a Nevada
corporation, its managing ,member
	 
	 	 	 	 	 	 	 	 
	WITNESS:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Charles D. Rubenstein
	 	 	 	 	 	 	 	 	 
	Print Name:

	 	 	 	 	 	 	 	Executive Vice President






 









 






	 	 	 	 	 	 	 
	STATE OF

	 	 	 	 	)	 
	 

	 	 

	 	 	 	 
	 
	 	)   	 	 	SS:	 
	COUNTY OF

	 	 	 	 	)	 
	 

	 	 

	 	 	 	 






     The foregoing instrument was acknowledged before me this                      day of                              
           , 2006
by                                , the                                  
        of                                         , a(n)
                                        , as [manager/managing member] of each of OMNI MONTERRA LLC, a Florida limited
liability company, on behalf of the companies. S/he is personally known to me or has produced a
                                         as identification.



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Notary:  
	 	 
	[NOTARIAL SEAL]

	 	 	 	Print
Name: 

	 	 
	 

	 	 	 	Notary Public, State of
	 	
	 	 
	 

	 	 	 	My commission expires:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 







 









 





     WITNESS the due execution hereof as of the date first written above.



	 	 	 	 	 	 	 	 	 
	Signed, sealed and delivered in the
presence of these witnesses:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	BALLANTRAE TARRAGON LLC, a Florida

limited liability company
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Print Name:	 	 	 	By:	 	Ballantrae Manager, Inc., a Nevada
corporation, its managing member
	 
	 	 	 	 	 	 	 	 
	WITNESS:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Todd C. Minor
	 	 	 	 	 	 	 	 	 
	Print Name:

	 	 	 	 	 	 	 	Executive Vice President






 









 






	 	 	 	 	 	 	 
	STATE OF

	 	 	 	 	)	 
	 

	 	 

	 	 	 	 
	 
	 	)   	 	 	SS:	 
	COUNTY OF

	 	 	 	 	)	 
	 

	 	 

	 	 	 	 






     The foregoing instrument was acknowledged before me this                      day of                               
          , 2006
by                                      , the                                 
         of                     , a(n)
                                        , as [manager/managing member] of each of BALLANTRAE TARRAGON LLC, a Florida
limited liability company, on behalf of the companies. S/he is personally known to me or has
produced a                                          as identification.




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Notary:  
	 	 
	[NOTARIAL SEAL]

	 	 	 	Print
Name: 

	 	 
	 

	 	 	 	Notary Public, State of
	 	
	 	 
	 

	 	 	 	My commission expires:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 






 









 





     WITNESS the due execution hereof as of the date first written above.



	 	 	 	 	 	 	 	 	 
	Signed, sealed and delivered in the
presence of these witnesses:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	YBOR CITY TARRAGON, LLC, a Delaware

limited liability company
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Print Name:	 	 	 	By:	 	Tarragon South Development Corp., a Nevada
corporation, its managing member
	 
	 	 	 	 	 	 	 	 
	WITNESS:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Charles D. Rubenstein
	 	 	 	 	 	 	 	 	 
	Print Name:

	 	 	 	 	 	 	 	Executive Vice President






 









 





	 	 	 	 	 	 	 
	STATE OF

	 	 	 	 	)	 
	 

	 	 

	 	 	 	 
	 
	 	)   	 	 	SS:	 
	COUNTY OF

	 	 	 	 	)	 
	 

	 	 

	 	 	 	 






     The foregoing instrument was acknowledged before me this                      day of                                  
       , 2006
by                                     , the                                     
     of                     , a(n)
                                        , as [manager/managing member] of each of YBOR CITY RARRAGON, LLC, a Delaware
limited liability company, on behalf of the companies. S/he is personally known to me or has
produced a                                          as identification.



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Notary:  
	 	 
	[NOTARIAL SEAL]

	 	 	 	Print
Name: 

	 	 
	 

	 	 	 	Notary Public, State of
	 	
	 	 
	 

	 	 	 	My commission expires:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 







 









 





     WITNESS the due execution hereof as of the date first written above.



	 	 	 	 	 	 	 	 	 
	Signed, sealed and delivered in the
presence of these witnesses:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	TARRAGON LUGANO LLC, a Delaware

limited liability company
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Print Name:	 	 	 	By:	 	Tarragon Corporation, a Nevada corporation,
its sole member and manager
	 
	 	 	 	 	 	 	 	 
	WITNESS:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Charles D. Rubenstein
	 	 	 	 	 	 	 	 	 
	Print Name:

	 	 	 	 	 	 	 	Executive Vice President






 









 





	 	 	 	 	 	 	 
	STATE OF

	 	 	 	 	)	 
	 

	 	 

	 	 	 	 
	 
	 	)   	 	 	SS:	 
	COUNTY OF

	 	 	 	 	)	 
	 

	 	 

	 	 	 	 






     The foregoing instrument was acknowledged before me this                      day of                     , 2006
by                                          , the                                    
      of                                         , a(n)
                                        , as [manager/managing member] of each of TARRAGON LUGANO LLC, a Delaware
limited liability company, on behalf of the companies. S/he is personally known to me or has
produced a                                          as identification.



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Notary:  
	 	 
	[NOTARIAL SEAL]

	 	 	 	Print
Name: 

	 	 
	 

	 	 	 	Notary Public, State of
	 	
	 	 
	 

	 	 	 	My commission expires:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 







 









 





     LENDER:



	 	 	 	 	 	 	 	 	 
	Signed, sealed and delivered in the
presence of these witnesses:	 	BARCLAYS CAPITAL REAL ESTATE INC., a
Delaware corporation
	 
	 	 	 	 	 	 	 	 
	Witness:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	Print Name:

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	Witness:

	 	 	 	 	 	[CORPORATE SEAL]
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Print Name:
	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 
	STATE OF

	 	 	 	 	)	 
	 

	 	 

	 	 	 	 
	 
	 	)   	 	 	SS:	 
	COUNTY OF

	 	 	 	 	)	 
	 

	 	 

	 	 	 	 






     The
foregoing instrument was acknowledged before me this
            
day of                                          , 2006 by
                    
 as
                                         of BARCLAYS CAPITAL REAL ESTATE INC., a Delaware
corporation, on behalf of the corporation. S/he personally appeared before me and is personally
known to me or produced
                                         as identification and did not take an oath.



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Notary:  
	 	 
	[NOTARIAL SEAL]

	 	 	 	Print
Name: 

	 	 
	 

	 	 	 	Notary Public, State of
	 	
	 	 
	 

	 	 	 	My commission expires:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 






 









 





EXHIBIT A-1




LEGAL DESCRIPTION




PALM BEACH COUNTY, FLORIDA




“VIA LUGANO”




OWNER & MORTGAGOR: TARRAGON LUGANO LLC




 









 





EXHIBIT A-2




LEGAL DESCRIPTION




SEMINOLE COUNTY, FLORIDA:




“BALLANTRAE”




OWNER & MORTGAGOR: BALLANTRAE TARRAGON LLC




 









 





EXHIBIT A-3




LEGAL DESCRIPTION




LEE COUNTY, FLORIDA




“PROMENADA”




OWNER & MORTGAGOR: REFLECTION LAKES TARRAGON, LLC




 









 





EXHIBIT A-4




LEGAL DESCRIPTION




LEE COUNTY, FLORIDA




“MONTERRA”




OWNER & MORTGAGOR: OMNI MONTERRA LLC




 









 





EXHIBIT A-5




LEGAL DESCRIPTION




HILLSBOROUGH COUNTY, FLORIDA




“QUARTER YBOR”




OWNER & MORTGAGOR: YBOR CITY TARRAGON, LLC




 









 





EXHIBIT A-6




LEGAL DESCRIPTION




CHARLESTON COUNTY, SOUTH CAROLINA




“CARRINGTON”




OWNER & MORTGAGOR: MADISON AT PARK WEST TARRAGON, LLC




 









 





EXHIBIT B




“ORIGINAL FLORIDA MORTGAGES”




	 	 	 	 	 	 	 
	“Property Name” /	 	Florida	 	Mortgage	 	Original Loan /
	Borrower Name	 	County	 	Recorded in	 	Date of Note(s)
	 
	“VIA LUGANO”

TARRAGON LUGANO LLC
	 	Palm Beach
	 	O.R. Book 19450

Page 1159
	 	$60,000,000.00

October 14,

2005
	 	 	 	 	 	 	 
	“BALLANTRAE”

BALLANTRAE TARRAGON LLC
	 	Seminole
	 	O.R. Book 6168

Page 158
	 	$41,300,000.00

March 17,

2006
	 	 	 	 	 	 	 
	“PROMENADA”

REFLECTION LAKES 

TARRAGON, LLC
	 	Lee
	 	Official Records

Instrument No.

2006000064705
	 	$51,200,000.00

February 8,

2006
	 	 	 	 	 	 	 
	“MONTERRA”

OMNI MONTERRA LLC
	 	Lee
	 	Instrument No.

2005000046114
	 	$42,125,000.00

September 23,

2005
	 	 	 	 	 	 	 
	“QUARTER YBOR”

YBOR CITY TARRAGON, LLC
	 	Hillsborough
	 	O.R. Book 14894

Page 331
	 	$56,950,000.00

April 13,

2005





Exhibit B
- Original Florida Mortgages