##### 








---



##### 



TABLE OF CONTENTS
 PageARTICLE I DEFINED TERMS
    
    
    11.1 Defined terms
    
    
    11.2 Other Interpretive Provisions
    
    
    36ARTICLE II CREDIT FACILITY
    
    
    392.1 Term Loans
    
    
    392.2(a) Revolving Loans
    
    
    392.2(b) Swing Line Loans
    
    
    402.3 Issuance of Letters of Credit
    
    
    432.4 Funding of Borrowings
    
    
    482.5 Interest Elections
    
    
    492.6 Termination; Reduction and Extension of the Revolving Commitments; Maturity
    
    
    502.7 Manner of Payment of Loans; Evidence of Debt
    
    
    522.8 Repayment and Prepayment of Loans
    
    
    542.9 Interest
    
    
    562.10 Presumptions of Payment
    
    
    572.11 Pro Rata Treatment
    
    
    572.12 Inability to Determine Rates
    
    
    572.13 Illegality
    
    
    582.14 Funding
    
    
    582.15 Increased Costs
    
    
    582.16 Obligation of Lenders to Mitigate; Defaulting Lenders; Replacement of Lenders592.17 Funding Indemnification
    
    
    612.18 Taxes
    
    
    622.19 Fees
    
    
    632.20 Joint Borrower Provisions
    
    
    642.21 Credit Support
    
    
    662.22 Facility Increase
    
    
    66ARTICLE III CONDITIONS PRECEDENT
    
    
    683.1 Conditions to Funding of Loans
    
    
    683.2 Outside Closing Date
    
    
    703.3
Conditions Precedent to Each Revolving Loan, Swing Line Loan and Letter of Credit
    
    
    70ARTICLE IV REPRESENTATIONS AND WARRANTIES
    
    
    714.1 Financial Condition
    
    
    714.2 No Material Adverse Effect
    
    
    71
 i




---



##### 



Page4.3 Compliance with Laws
    
    
    714.4 Organization, Powers; Authorization; Enforceability
    
    
    724.5 No Conflict
    
    
    734.6 No Material Litigation
    
    
    734.7 Taxes
    
    
    734.8 Regulated Entities
    
    
    744.9 Subsidiary Entities
    
    
    744.10 Federal Reserve Board Regulations
    
    
    744.11 ERISA Compliance. Except as disclosed on Schedule 4.11
    
    
    754.12 Assets and Liens
    
    
    754.13 Securities Acts
    
    
    764.14
Consents, Etc.
    
    
    764.15 Hazardous Materials
    
    
    764.16 Intellectual Property
    
    
    774.17 Insurance
    
    
    774.18 Full Disclosure
    
    
    784.19 Brokers
    
    
    784.20 No Default
    
    
    784.21 Solvency
    
    
    784.22 Contractual Obligations
    
    
    784.23 Representations Regarding the Mortgaged Property
    
    
    784.24 Use of Proceeds
    
    
    804.25 Single Purpose Entity
    
    
    804.26 Labor
    
    
    804.27 Taxpayer Identification Number
    
    
    804.28 Anti-Terrorism Laws
    
    
    804.29 Blocked Accounts
    
    
    81ARTICLE V AFFIRMATIVE COVENANTS
    
    
    815.1 Reporting Requirements
    
    
    815.2 Maintenance of Existence and Rights
    
    
    845.3 Compliance with Laws; Forfeiture
    
    
    845.4 Access
    
    
    855.5 Insurance; Casualty; Condemnation; Restoration
    
    
    855.6 Books and Records
    
    
    875.7 Maintenance of Property
    
    
    875.8 Taxes
    
    
    885.9 Environmental
    
    
    885.10 Business and Operations
    
    
    885.11 Title to the Mortgaged Property
    
    
    885.12 Loan Proceeds
    
    
    895.13 Hedging Arrangements
    
    
    895.14 Single Purpose Entities
    
    
    895.15 Subordination
    
    
    895.16 Cash Management System
    
    
    905.17 Further Assurances
    
    
    91
 ii




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##### 



PageARTICLE VI NEGATIVE COVENANTS
    
    
    916.1 Liens
    
    
    916.2 Indebtedness
    
    
    916.3 Fundamental Change
    
    
    916.4 Disposition
    
    
    926.5 Investments
    
    
    946.6 Transactions with Affiliates
    
    
    966.7 Modifications to Organizational Documents and Material Agreements
    
    
    976.8 Restricted Payments
    
    
    976.9 Financial Covenants
    
    
    996.10 Sale Leaseback
    
    
    996.11 Negative Pledges
    
    
    100ARTICLE VII EVENTS OF DEFAULT
    
    
    1007.1 Event of Default
    
    
    1007.2 Remedies
    
    
    102ARTICLE VIII THE ADMINISTRATIVE AGENT
    
    
    1038.1 Appointment
    
    
    1038.2 Delegation of Duties
    
    
    1038.3 Exculpatory Provisions
    
    
    1038.4 Reliance by the Agents
    
    
    1048.5 Notice of Default
    
    
    1048.6 Non-Reliance on Agents and Other Lenders
    
    
    1058.7 Indemnification
    
    
    1058.8 Agents in Their Individual Capacity
    
    
    1058.9 Successor Administrative Agent and Swing Line Lender
    
    
    1068.10 Limitations on Agents Liability
    
    
    106ARTICLE IX MISCELLANEOUS PROVISIONS
    
    
    1069.1 No Assignment by Borrowers
    
    
    1069.2 Modification
    
    
    1079.3 Cumulative Rights; No Waiver
    
    
    1079.4 Entire Agreement
    
    
    1089.5 Survival
    
    
    1089.6 Notices
    
    
    1089.7 Governing Law
    
    
    1089.8
Assignments, Participations, Syndication, Etc.
    
    
    1089.9 Counterparts
    
    
    1109.10 Sharing of Payments
    
    
    1109.11 Confidentiality
    
    
    1119.12 Consent to Jurisdiction
    
    
    1119.13 Waiver of Jury Trial
    
    
    111
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##### 



Page9.14 Indemnity
    
    
    1129.15 Telephonic Instruction
    
    
    1139.16 Marshalling; Payments Set Aside
    
    
    1139.17 Set-off
    
    
    1139.18 Severability
    
    
    1149.19 No Third Parties Benefited
    
    
    1149.20 Time
    
    
    1149.21 Reinstatement
    
    
    114
 iv




---



##### 



SCHEDULES
AND EXHIBITS
 SCHEDULES:Schedule 4.1
    

    Material Obligations and LiabilitiesSchedule 4.6
    

    Material LitigationSchedule 4.7
    

    TaxesSchedule 4.9
    

    Subsidiary EntitiesSchedule 4.11
    

    ERISA ComplianceSchedule 4.14
    

    Required ConsentsSchedule 4.15
    

    Hazardous MaterialsSchedule 4.17
    

    Existing InsuranceSchedule 4.23(5)


    Purchase and Option AgreementsSchedule 4.27
    

    Taxpayer Identification NumberSchedule 4.29
    

    Blocked AccountsSchedule 5.1(2)


    Conditions to Funding of LoanSchedule 5.5
    

    Insurance RequirementsSchedule 6.5
    

    InvestmentsSchedule 6.6
    

    Affiliate TransactionsSchedule 6.12(1)


    LiensSchedule 6.21
    

    Permitted IndebtednessSchedule 9.6
    

    NoticesSchedule I
    

    Pro Rata SharesSchedule II
    

    Mortgaged Property/Operating Company Entitys/ Security Instruments
 v




---



##### 



EXHIBITSExhibit A-1
    
    Form of GuarantyExhibit A-2
    
    Form of Carve-Out GuarantyExhibit B
    
    Form of Assignment and Acceptance AgreementExhibit C
    
    Form of Closing CertificateExhibit D
    
    Form of Rate RequestExhibit E-l
    
    Form of Term Loan NoteExhibit E-2
    
    Form of Revolving Loan NoteExhibit E-3
    
    Form of Swing Line NoteExhibit F
    
    Form of Pledge AgreementExhibit G
    
    Form of Borrowing Base CertificateExhibit H
    
    Form of Blocked Deposit Account AgreementExhibit I
    
    Form of Borrowing RequestExhibit J
    
    Form of Funding NoticeExhibit K
    
    Form of Letter of Credit RequestExhibit L
    
    Form of Environmental IndemnityExhibit M
    
    Form of Compliance CertificateExhibit N
    
    Form of Assignment of ContractsExhibit O
    
    Form of Completion GuarantyExhibit P
    
    Assignment of Qualified Contract
 vi




---



##### 



CREDIT AGREEMENT
 Agreement Effective Date Operating Company TOUSA Senior Borrowers Borrower Lenders DBTCA Administrative Agent
 RECITALS
 Acquisition
 Article I
  AGREEMENT
 ARTICLE I  DEFINED TERMS
 Defined terms.
 Account Collateral
 1




---



##### 



Acquisition Section 4.24
 Acquisition Cost
 Act Section 4.13
 Additional Letter of Credit Facility Section
2.22(3)
 Administrative Agent
 Affiliate
 Agents
 Aggregate Commitments
 Agreement
 Allocated Cost
 ALTA
 Anti-Terrorism Laws Section 4.28(1)
 Applicable Base Rate
 Applicable
LIBO Rate plus
 Applicable Unused Line Fee Percentage Section 2.19,
 2




---



##### 



Usage Percentage
    
    Unused Line Fee RateLess than 50%
50% up to but not including 100%
    
    0.50%
0.375%
 Appraisal
 Appraised Value
 Asset Purchase Agreement
 Section 9.8(1)
 Assignment and Acceptance Agreement Exhibit B.
 Assumption Agreement Section
2.22(2)
 Available Credit minus
 Bankruptcy Code
 Base Distribution Conditions Section 6.8(2)(iv)
 Base
Rate
 Base Rate Loans
 Beneficial
 3




---



##### 



Blocked Account
 Blocked Deposit Account Agreements
 Bona Fide Employee Sale (provided however,
 Bona Fide Sales Contract
 Borrowers Borrower
 Borrower Parties
 Borrowing
 Borrowing Base
   4




---



##### 



provided however,
 Borrowing Base Assets
 Borrowing Base Certificate Exhibit G.
 Borrowing Request Section 2.5, Exhibit I.
 Bulk Sale
 Business Day
 Capital Stock
 5




---



##### 



Carveout Guaranties Exhibit A-2
 Cash Equivalents
 Casualty
 CERCLIS Section 4.15
 Change in Control
   Change in Law
 Closing Certificate Exhibit C.
 6




---



##### 



Closing Date Section 5.1
 Code
 Commitment
 Completed Unsold Homes
 Completion Guaranty Exhibit O.
 Compliance Certificate Section
5.1(3)(i)
 Condemnation
 Consolidated
 Consolidated Entity
 Consolidated Net Income
 Contact Office
 Contractual Obligation
 7




---



##### 



Control
 Credit Date
 DBTCA
 Defaulted Loan Section 2.16(2)
 Defaulting Lender Section
2.16(2)
 De Minimis Accounts
 Deposit Account
 Disposition provided however,
 Distribution
 Dollars
 EBITDA minus plus
 8




---



##### 



Effective Date
 Eligible Assignee
      Section 2.18(5)
 Eligible Collateral
 Entitled Land
 9




---



##### 



Environmental Claim
 Environmental Indemnity
 Environmental Law
 ERISA
 ERISA Affiliate
 ERISA Event
 Escrow Proceeds Receivables
 Eurodollar Business Day
 10




---



##### 



Event of Default Section 7.1
 Evidence of No Withholding Section
2.18(5)
 Excluded Taxes Section 2.18(5) Section 2.18(5)
 Executive Order Section 4.28(1)
 Extension Fee Section
2.6(5)(ii)(B)
 Extension Period Section 2.6(5)(i).
 F/R Member
 Facility
Increase Section 2.22
 Facility Increase Effective Date Section
2.22(2)
 Facing Fee Section 2.19(2)(ii)
 Fair Market Value
     11




---



##### 



Federal Funds Rate
 Fee Letter
 Finished Lots
 Fiscal
Quarter fiscal quarter
 Fiscal
Year fiscal year
 Foreign Lender
 Funding Default Section 2.16(2)
 Funding
Notice Exhibit J
 GAAP provided Section 6.9
 Good Faith Contest
 12




---



##### 



Governmental Authority
 Guaranties Exhibit A-2; Exhibit A-1; Exhibit O.
 Guarantors
 Hazardous Materials
 Hazardous Materials Claims
 Hazardous Materials Laws
 Hedging Contracts
 Impositions
 13




---



##### 



Improvements
 Increased-Cost Lender Section
2.16(3)
 Indebtedness plus
 14




---



##### 



Indebtedness Associated with Assets Not Owned
 Indemnified Liabilities Section
9.14
 Indemnified Person Section
9.14
 Indemnified Taxes
 Initial Maturity Date
 Insurance Requirements
 Interest Coverage Ratio
 Interest Expense
 Interest Incurred
 Interest Period Section 2.9(5)
 15




---



##### 



provided,
 Interest Rate Contracts
 Interest Rate Determination Date
 Investment
 Investment Vehicle
 Investment Vehicle Limited Liability Company Agreement
 Issuing Lender Section 2.3(10)
 16




---



##### 



IRS
 Joint Venture
 Junior Mezzanine Borrower
 Junior Mezzanine Credit Agreement Junior Mezzanine Lender )
 Knowledge
 Lead Arranger
 Lease
 Lenders Section 9.8
 Letter of Credit
 Letter of Credit Collateral Section 2.3(11)(iii)
 17




---



##### 



Letter of Credit Collateral Account Section 2.3(11)(i)
 Letter of Credit Disbursement
 Letter of Credit Exposure plus
 Letter of Credit Fee Section
2.19(2)
 Letter of Credit Request Section
2.3(2)
 Letter of Credit Sublimit Section 2.22(3)
 LIBO Rate
 LIBO Rate Loan
 LIBO Reserve Percentage
 Loan
 Lien
 18




---



##### 



Loan
Documents
 Lots Under Development
 Management Fee Payment Date
 Margin Stock
 Material Adverse Effect
 Material Casualty Section
5.5(2)
 Material Condemnation Section 5.5(6)
 Material Lease
 Maturity Date Section 2.6.
 Maximum
Credit
 Mezzanine Agent
 Mezzanine Borrowers
 19




---



##### 



Mezzanine Credit Agreements
 Mezzanine Debt Service
 Mezzanine Funded Debt
 Mezzanine Lender
 Mezzanine Loan
 Mezzanine Loan Documents
 Model Homes
 Modifications
 Moodys
 Mortgaged Property Mortgaged Property Mortgaged Property Mortgaged Properties Schedule II
 Multiemployer Plan
 20




---



##### 



Net Worth
 Non-Consenting Lender Section
2.16(3)
 Note Exhibit E-l Exhibit E-2 Exhibit E-3
 NPL Section 4.15
 Obligations Section 9.21
 Officers Certificate
 Operating Company
 Operating Company Entities
 Ordinary Course of Business
 Originating Lender Section
9.8(4)
 Organizational Documents
 21




---



##### 



Original Revolving Commitment Termination Date Section 2.6(2) Section 7.1
 Other Charges
 Other Taxes
 Participant Section 9.8(4)
 Payment Date Section 2.9(3)
 PBGC
 Pension Plan
 Performance Letters of Credit
 22




---



##### 



Permitted Debt
  Schedule 6.21
 provided however
   Permitted Encumbrances
   Schedule 6.12(1)
 provided however
   23




---



##### 



provided,
 Permitted Entitlement Cure Payment
 Permitted Entitlement Payment
 24




---



##### 



Permitted Management Fee Section 6.6
 Permitted Post Closing Sale Payments
 Permitted Tax Distribution
 Person
 Personal Property
 Plan
 Pledge Agreement Exhibit F
 Pledgor
 Potential Default
 Preferential Payment Section
2.20(5)
 Prime Rate
 25




---



##### 



Principal Office
 Priority Capital Investment
 Pro Rata Share
 Proceeds
 Property Property
 Purchase/Option Agreements Schedule 4.23(5) provided however
 26




---



##### 



Qualified Purchase/Option Agreement
 Qualified Option Land
 Section 4.23
    Section 4.15..
 Assignment of Qualified
Contract ) Exhibit P
 27




---



##### 



Rate Request  Section 2.5(2).
 Real Property
 Recourse Guaranty Section 6.5(5)
 Refunded Swing Line Loans
 Register Section 9.8(2)
 Regulation D
 Regulation U
 Regulation T
 Regulation X
 Release
Property Section 6.4(5)(iii)
 Rents
 28




---



##### 



Replacement Lender Section 2.16(3)
 Reportable Event
 Requisite Class Lenders 2 3 2 3
 Required Lenders
 Requirements of Law
 Reserve Adjusted LIBO Rate
 Reserve Adjusted LIBO Rate =
    

LR1-LRP
 
 29




---



##### 



Responsible Financial Officer
 Responsible Officer
 Restoration Section 5.5(3)
 Revolving Commitment
 Revolving Commitment Period
 Revolving Commitment Termination Date Section 2.6(5)
 Revolving Exposure
 Revolving Lender
 Revolving Loan Section 2.2(a)
 S&P
 Securities
 30




---



##### 



Security Instruments Schedule II
 Seller
 Senior Funded Debt
 Senior Mezzanine Borrower
 Senior Mezzanine Credit Agreement Senior Mezzanine Lender )
 Single Purpose Entity Purpose
 31




---



##### 



Sold Homes
 Solvent
 Subordinated Creditor Section
5.15(1)
 Subordinated Indebtedness Section
5.15(1)
 Subsidiary
 32




---



##### 



Subsidiary Entities
 Survey
 Swing Line Lender
 Swing Line Loan
 Swing
Line Note Exhibit E-3
 Swing Line Sublimit
 Tax Affiliate
 Tax Expense
 Tax Returns Section 4.7
 Taxes
 Tenant
 Term Lender
 Term Loan Section 2.1
 33




---



##### 



Term Loan Commitment
 Term Loan Exposure
 Terminated Lender Section 2.16(3)
 Title Company
 Title Policy
 Total Book Capitalization
 Total Funded Debt
 Total Utilization of Revolving Commitments
 Total Revolving Commitments
 TOUSA
 TOUSA Guarantors
 TOUSA Member
 TOUSA Senior
 34




---



##### 



Transaction Parties
 Transactional Affiliate Section
6.6
 Transeastern Assets
 Transfer
 Type
 UCC
 Unfunded Pension Liability
 Unentitled Land
 Unimproved Land
 Unit
 Unit Construction Cost
 35




---



##### 



Unrestricted Cash
 Unsold Homes Under Construction
 Upper Tier Entities
 USA Patriot Act Section 4.28(1)
 Usage Percentage
 U.S. Government Obligations
 Other Interpretive Provisions.
     36




---



##### 



37




---



##### 



provided
        38




---



##### 



ARTICLE II  CREDIT FACILITY
 Term Loans
 Term Loan Commitments
 Borrowing Mechanics for Term Loans
   Revolving Loans
 Revolving Commitments provided, Section 2.2(a)(1)
 39




---



##### 



Borrowing
Mechanics for Revolving Loans
 Section 2.3(3)
    Swing Line Loans
 Swing Line Loan Commitments provided
 40




---



##### 



Borrowing Mechanics for Swing Line Loans
    Refunded Swing Line Loans )
 41




---



##### 



provided
 42




---



##### 



Issuance of Letters of Credit
 General Section 2.2(a) Section 2.2(b)
 Notice of Issuance, Amendment, Renewal or Extension Exhibit L Letter of Credit
Request
 Limitations on Amounts
 Expiration Date
 Participations
 43




---



##### 



Section 2.7 Section 2.7 mutatis mutandis
 Reimbursement provided Exhibit I Section 2.2(a) 3.2
 44




---



##### 



provided further Section 2.2(a) 3.2 provided further
 Obligations Absolute Section 2.3(6) provided
 45




---



##### 



Disbursement Procedures provided
 Interim Interest provided Section 2.3(7), Section 7.1(1) Section 2.3(5)
 Replacement of the Issuing Lender
 Cash Collateralization
  46




---



##### 



Letter of Credit Collateral
Account ) plus provided Section 7.1(6).
  Letter of
Credit Collateral
      Section 2.3(11)(vii)
 Section 2.3(11)
 47




---



##### 



Section 2.3(11)
   Funding of Borrowings
 Funding by Lenders Section 2.3(6)
 Presumption by the Administrative Agent Section 2.4(1)
 48




---



##### 



Section 2.18(5)
 Interest Elections
 Elections by the Borrowers for Borrowings Sections 2.2(a)(2)(iii) (iv)
 Notice of Elections Section 2.4 Exhibit D
 Information in Interest Election Requests Section 2.2
 clauses (C) (D)
  49




---



##### 



Notice by the Administrative Agent to Lenders
 Failure to Elect; Potential Default and Events of Default
 Termination; Reduction and Extension of the Revolving Commitments;
Maturity
 Scheduled Termination; Initial Maturity Date Section 2.6(5) Section 2.6(5)
 Voluntary Termination or Reduction Section 2.8
 Notice of Voluntary Termination or Reduction Section
2.6(2)
 50




---



##### 



Effect of Termination or Reduction
  Extension Period Section 2.6(5)(ii)
 Section
2.6(5)(i)
  Extension Fee
 Article 4
 51




---



##### 



Article 4
 Article 6
     Section 2.6(5)
 Manner of Payment of Loans; Evidence of Debt
 Repayment
 Manner of Payment
 Section 2.6
 52




---



##### 



Section 2.6 Section 2.9 Section 2.8
 provided Section 2.4 Sections 2.15 2.17 2.18 9.14
 Maintenance of Loan Accounts by Lenders
 Maintenance of Loan Accounts by the Administrative Agent
 53




---



##### 



Effect of Entries Sections 2.7(3) (4)
 Promissory Notes
 Repayment and Prepayment of Loans
 Mandatory Prepayments
 Section
6.4(5)(iii)
  Section 2.8(2) Section 2.8(1)(i) pro tanto)
  Optional Prepayments Section 6.4(5)(iii) Section 2.8(2) Section 2.8(1)(iii)
 54




---



##### 



Accrued Interest Section 2.8(1)(i)
 Priority of Payments
 Section 2.8(2) provided however
 Section 2.8(1)
  Section 2.8(1)(iv)
 Section 2.8(1)(iv)
    Section 9.14
 55




---



##### 



Section 2.8(4)(iii) Section 2.8(4)(iii) Section 2.8(4)(iii)
 Interest
 Base Rate Loans
 LIBO Rate Loans
 Payment of Interest
   Computations
 56




---



##### 



Default Interest
 Presumptions of Payment
  Pro Rata Treatment
 Section 2.19 Section 2.6
 Inability to Determine Rates
  57




---



##### 



Illegality
 Section 2.17 Section 2.13
 Funding
  Increased Costs
   58




---



##### 



Section 2.18
 Section 2.15
 Section 2.15 Section 2.15
 Obligation of Lenders to Mitigate; Defaulting Lenders; Replacement of
Lenders
  59




---



##### 



Section 2.15 Section 2.18 Section 2.13 Section 2.15 Section 2.18 Section 2.5
 Defaulting Lender Funding Default Section 2.3(2)(iv) 2.3(5) Defaulted Loan Section 2.19 Section 2.19 Section 2.16, Section 2.16. Section 2.16
 60




---



##### 



Increased-Cost Lender Section 2.13 Section
2.15 2.18 Section 9.2 Non-Consenting Lender Terminated Lender ), Replacement
Lender Section 9.8 provided Section 2.19 Section 2.15 2.18 provided provided
 Funding Indemnification
  61




---



##### 



Section 2.5 Section 2.5 over
 Taxes
 provided Section 2.18
  Section 2.18
 62




---



##### 



Evidence of No Withholding Section 2.18(5) Section
2.18(5) Section 2.18(1)
 Fees
 Unused Line Fee
 63




---



##### 



Letter of Credit Fees and Costs
 Letter of Credit Fee
 Facing Fee
  Administrative Agent Fee
 Payment of Fees
 Joint Borrower Provisions
  64




---



##### 



65




---



##### 



Preferential
Payment
 Credit Support
 Guaranties
 Pledge Agreement
 Borrowers Security Documents
 Facility Increase
 Facility Increase Section 2.22
   Section
6.9
 66




---



##### 



Section 3.3
 provided however Assumption Agreement Facility Increase Effective Date
 Additional Letter of Credit
Facility Section 2.3
 67




---



##### 



ARTICLE III  CONDITIONS PRECEDENT
 Conditions to Funding of Loans
   Section 3.1
         68




---



##### 



Schedule 5.1(2)
  69




---



##### 



Outside Closing Date
 Conditions Precedent to Each Revolving Loan, Swing Line Loan and Letter of
Credit
 Request for Borrowing or Issuance of Letter of Credit
 Conditions to Borrowing
   70




---



##### 



Articles V VI
  Additional Matters.
 ARTICLE IV  REPRESENTATIONS AND WARRANTIES
  Financial Condition.
  Schedule 4.1 clause (1)
 No Material Adverse Effect.
 Compliance with Laws.
 71




---



##### 



Organization, Powers; Authorization; Enforceability
     72




---



##### 



No Conflict
 No Material Litigation
 Taxes
 Schedule 4.7
 73




---



##### 



Regulated Entities
 Subsidiary Entities
 Federal Reserve Board Regulations
 74




---



##### 



ERISA Compliance. Except as disclosed on Schedule 4.11
        Assets and Liens
 Section 4.1
 75




---



##### 



Section 6.4(5)
 Securities Acts
 Consents, Etc
 Hazardous Materials
 76




---



##### 



Intellectual Property
 Insurance
 77




---



##### 



Full Disclosure
 Brokers JMP
 No Default
 Solvency
 Contractual Obligations
 Representations Regarding the Mortgaged Property
 Condemnation and Casualty
 Assessments
 78




---



##### 



Flood Plain
 No Prior Assignment
 Leases and Purchase/Option Agreements
 Options to Acquire
 Borrowing Base Certificates Section 5.1(9)
 79




---



##### 







Use of Proceeds Acquisition


Single Purpose Entity


Labor


Taxpayer Identification Number


Anti-Terrorism Laws


Anti-Terrorism Laws Executive Order USA Patriot Act










80



---



##### 



clause (2)
 Blocked Accounts
 ARTICLE V  AFFIRMATIVE COVENANTS.
  Reporting Requirements
  Quarterly Reports
 clause (d)
 81




---



##### 



Annual Reports
  Compliance Certificate clauses (1) (2) Section 5.1,
 Compliance
Certificate Section 6.9
  Projections/Business Plan
  Default Notices
  82




---



##### 



Notice of Litigation
  ERISA Matters
   Schedule B
 Environmental Matters
 Section 5.9 Section 5.9
 Borrowing Base Determination
  83




---



##### 



Other Information
  Maintenance of Existence and Rights
 Compliance with Laws; Forfeiture
  84




---



##### 



Access
 Insurance; Casualty; Condemnation; Restoration
 Insurance Section
5.5 Schedule 5.5
 Insurance Proceeds
   Material Casualty
 85




---



##### 



Right of the Borrowers to Apply to Restoration Restoration
   Material Casualty or Condemnation and the Administrative Agents Right to
Apply Section 5.5(5) Sections
5.5(3)(i) or (ii)
 Manner of Restoration and Reimbursement Sections 5.5(3) (4)
 86




---



##### 



Condemnation Material Condemnation Section
5.5(3) 5.5(4) Section 5.5(3) 5.5(4)
 Books and Records
  Maintenance of Property
  87




---



##### 



Taxes
   Environmental
    Business and Operations
 Title to the Mortgaged Property
 88




---



##### 



Loan Proceeds
 Hedging Arrangements
 Single Purpose Entities
  Subordination
 Section
6.8(1) Subordinated Creditor Subordinated Indebtedness
 Section 5.15
   89




---



##### 









Section 5.15 Section 5.15


Cash Management System




90



---



##### 



Further Assurances.
   ARTICLE VINEGATIVE COVENANTS.
  Liens.
   Indebtedness.
 Fundamental Change.
  91




---



##### 



Disposition
       Sale of Personal Property Section 6.4
 Immaterial Transfers
 92




---



##### 



Section 6.4(5)(ii)
  
   Release
Property Release Property Section 6.4(5)(iii)
   93




---



##### 



Section 2.8(4)(ii)
   Investments
  Schedule 6.5
       94




---



##### 



Section 6.5(8)
       95




---



##### 



Section 4.23
   Section 4.15
    Transactions with Affiliates
 Transactional
Affiliate Schedule 6.6
 96




---



##### 



Modifications to Organizational Documents and Material Agreements
   Restricted Payments
      Base Distribution Conditions
  97




---



##### 



Section 6.9
       Section 2.6(5)(ii)
    98




---



##### 



Financial Covenants
 Maximum Total Leverage .
 Period
    
    PercentageFrom December 31, 2005 to December 31, 2006
    
    
    80
    %From December 31, 2006 to September 30, 2007
    
    
    70
    %From September 30, 2007
    
    
    60
    %
 (ii) Maximum Senior Leverage .
 Period
    
    PercentageFrom December 31, 2005 to December 31, 2006
    
    
    60
    %From December 31, 2006 to September 30, 2007
    
    
    50
    %From September 30, 2007
    
    
    40
    %
 Minimum Interest Coverage Ratio.
 Minimum Net Worth.
 Minimum Liquidity.
 Sale Leaseback
 provided however
 99




---



##### 



Negative Pledges
  ARTICLE VII  EVENTS OF DEFAULT
 Event of Default
 Section 2.8(1)
  Article VI
 Section 7.1
  100




---



##### 



provided however
     101




---



##### 



Remedies
 provided however Section 7.1(6)(ii)
     102




---



##### 



provided however
 ARTICLE VIII  THE ADMINISTRATIVE AGENT
 Appointment
 Delegation of Duties
 Exculpatory Provisions
 103




---



##### 



Reliance by the Agents
 Notice of Default
 104




---



##### 



Non-Reliance on Agents and Other Lenders
 Indemnification
 Agents in Their Individual Capacity
 105




---



##### 



Successor Administrative Agent and Swing Line Lender
 Limitations on Agents Liability
 ARTICLE IX  MISCELLANEOUS PROVISIONS
 No Assignment by Borrowers
 106




---



##### 



Modification
 Sections 2.22 and 9.8 Section 2.6(5) Section 9.2
  Section 2.22 Section 2.22
 Cumulative Rights; No Waiver
 107




---



##### 



Entire Agreement
 Survival
 Notices
 Governing Law
 Assignments, Participations, Syndication, Etc
 Assignee
 Register
 108




---



##### 



Participant Originating Lender Sections 2.13 2.15 2.18 Sections 2.15 2.16 9.8 Section 9.10
  109




---



##### 



Section 9.8
 Section 9.8(1)
   Counterparts
 Sharing of Payments
 110




---



##### 



Confidentiality
 Consent to Jurisdiction
 Waiver of Jury Trial
 111




---



##### 



Indemnity
 112




---



##### 



Section 9.14
 Telephonic Instruction
 Marshalling; Payments Set Aside
 Set-off
 113




---



##### 



Severability
 No Third Parties Benefited
 Time
 Reinstatement
  114




---



##### 



BORROWERS:EH/TRANSEASTERN, LLCBy:
    
    /s/ Tommy McAdenName:
    
    Tommy McAdenTitle:
    
    Executive Vice PresidentTE/TOUSA SENIOR, LLCBy:
    
    /s/ Tommy McAdenName:
    
    Tommy McAdenTitle:
    
    Executive Vice President




---



##### 



LENDERS AND AGENTS:DEUTSCHE BANK
TRUST COMPANY AMERICAS,
as Administrative Agent and a LenderBy:
    
    /s/ James RolisonName:
    
    James RolisonTitle:
    
    DirectorBy:
    
    /s/ Linda WangName:
    
    Linda WangTitle:
    
    Vice President




---



##### 



SCHEDULE
5.5: INSURANCE REQUIREMENTS
 (1)
    
    Property Insurance
 A)
    
    Owned, Leased Or Rented Real Or Personal Property.Property insurance insuring
against loss or damage by standard perils included within the classification All Risks
of Physical Loss. Such insurance (i) shall be Replacement Cost Coverage, on a no
coinsurance or agreed amount basis, in an amount equal to 100% of the actual
replacement cost of each property (exclusive of costs of land, excavation, foundation,
footings and underground utilities), and (ii) shall have deductibles no greater than
$100,000 per occurrence (or, with respect to named storm windstorm insurance,
deductibles no greater than 5% subject to a minimum per occurrence deductible of the
affected property values of the Mortgaged Property). The policies of insurance carried
in accordance with this paragraph shall be paid annually in advance or approved periodic
installments.B)
    
    Property in the Course of Construction, Homes Completed but Not Sold, Model
Homes, and Other Production Related Property.Builders Risk insurance insuring
against loss or damage to cover the improvements in the course of construction and while
awaiting final sale or transfer on a special form (all risk) basis (including
materials in storage and while in transit) (i) in an amount equal to 100% of the actual
cost of each property (exclusive of costs of land, excavation, foundation, footings and
underground utilities), and (ii) shall have deductibles no greater than $100,000 per
occurrence (or, with respect to named storm windstorm insurance, deductibles no greater
than 5% subject to a minimum per occurrence deductible of the affected property values
of the Mortgaged Property). The policies of insurance carried in accordance with this
paragraph shall be paid annually in advance or approved periodic installments.
 (2)
    
    Liability Insurance. Coverage shall be written on an occurrence or modified
occurrence form to include all premises, operations, products and completed operations
coverage, personal and advertising injury coverage, and contractual liability coverage
(applicable to written contracts). Claims-made coverage is not acceptable. The minimum limits
of liability are Ten Million Dollars ($10,000,000) Each Occurrence with Ten Million Dollars
($10,000,000) General and Products/Completed Operations Aggregate Limits. Limits can be
achieved through primary or excess liability policies, or a combination of both.(3)
    
    Workers Compensation Insurance. Workers compensation insurance with respect to all
employees of the Borrowers as and to the extent required by any Governmental Authority or
Requirement of Law and employers liability coverage of at least One Million Dollars
($1,000,000).




---



##### 



(4)
    
    Flood Insurance. Flood insurance if any part of any structure or
improvement comprising the Mortgaged Property is located in an area identified by the Federal
Emergency Management Agency as an area federally designated a 100 year flood plain and (a)
flood insurance is generally available at reasonable premiums and in such amount as generally
required by institutional lenders for similar properties or (b) if not so available from a
private carrier, from the federal government at commercially reasonable premiums to the
extent available. Deductibles shall not exceed One Million Dollars ($1,000,000) for any one
occurrence.(5)
    
    Terrorism Insurance. Provided that foreign
insurance coverage (Terrorism Insurance)
relating to the acts of terrorism on behalf of foreign individuals or interests as
contemplated by the Foreign Terrorism Insurance Act is (i) commercially available; and (ii)
commonly obtained by other national homebuilders in the same geographic area as the Mortgaged
Property and with similar size and scope of operations, the Borrowers shall carry Terrorism
Insurance throughout the term of the Loan (including any extension terms) on a per occurrence
basis in policy amounts as required under Section 5.5
(1)(A)&(B), and Section 5.5 (2)(6)
    
    Other Insurance. Upon sixty (60) days written notice, such other reasonable types of
insurance not covered in Sections 5.5(1) through 5.5(5) and in such reasonable
amounts as the Administrative Agent from time to time may reasonably request against such
other insurable hazards (but not earthquake) which at the time are commonly insured against
for property similar to the Mortgaged Property located in or around the region in which the
Mortgaged Property is located and as may be reasonably required to protect the Administrative
Agents interests. The Borrowers must maintain seismic insurance as follows:
 Section 5.5 (1)(A)&(B)
 Section 5.5
(6)(B) Section 5.5 (1)(A)&(B).
 (7)
    
    General Requirements
 ii




---



##### 



(A)
    
    Ratings of Insurers.All insurance required by Section 5.5 shall be obtained and
maintained by, or caused to be maintained, at all times by Borrower under valid and
enforceable policies in form and substance acceptable to Administrative Agent. Any new
policies for Mortgaged Property shall be issued by financially sound and responsible
insurance companies authorized to do business in the State and having a claims paying ability
rating of A- or better by S&P (or such other debt rating agencies approved by
Administrative Agent) and a general policy rating of A- or better and a Financial size of
IX or better by A.M. Best Company, Inc.(B)
    
    Form of Insurance Policies; Endorsements.All required policies except the workers
compensation/employers liability shall (i) designate Administrative Agent and its successors
and assigns as an additional insured, mortgagee and/or loss payee as deemed appropriate by
Administrative Agent; (ii) shall include effective waivers by the insurer of all claims for
insurance premiums against all loss payees, additional insureds and named insureds (other than
the Borrowers) and all rights of subrogation against any loss payee, additional insured or
named insured; (iii) shall contain such provisions as the Administrative Agent deems
reasonably necessary or desirable to protect its interest, including endorsements providing
that neither the Borrowers, the Administrative Agent nor any other party shall be a
Contributor-insurer (except deductibles and/or self insured retentions) under said Policies
and that no material modification, reduction, cancellation or termination in amount of, or
material change (other than an increase) in, coverage of any of the Policies shall be
effective until at least thirty (30) days after receipt by each named insured, additional
insured and loss payee of written notice thereof or ten (10) days after receipt of such notice
with respect to nonpayment of premium; (iv) and shall permit the Administrative Agent to pay
the premiums and continue any insurance upon failure of the Borrowers to pay premiums when
due, upon the insolvency of any of the Borrowers or through foreclosure or other transfer of
title to the Mortgaged Property (it being understood that the Borrowers rights to coverage
under such policies may not be assignable without the consent of the insurer).(C)
    
    Premiums; Certificates; Renewals.
 Insurance Premiums
  iii




---



##### 



(D)
    
    Separate Insurance.The Borrowers shall not take out separate insurance contributing
in the event of loss with that required to be maintained pursuant to this Section 5.5
unless such insurance complies with this Section 5.5.(E)
    
    Blanket Policies.In the event the Borrowers satisfy the requirements under this Section
5.5 through the use of a Policy covering properties in addition to the Mortgaged Property,
then (unless such policy is provided in substantially the same manner as it is as of the date
hereof), the Borrowers shall provide evidence satisfactory to the Administrative Agent that
the Insurance Premiums for the Mortgaged Property are separately allocated under such Policy
and that payment of such allocated amount (A) shall maintain the effectiveness of such Policy
as to the Mortgaged Property and (B) shall otherwise provide the same protection as would a
separate policy that complies with the terms of this Agreement as to the Mortgaged Property,
notwithstanding the failure of payment of any other portion of the insurance premiums.
 iv




---



##### 



DISCLOSURE SCHEDULES
 Agreement Borrowers




---



##### 



SCHEDULE 4.1
 MATERIAL OBLIGATIONS AND LIABILITIES
  2




---



##### 



SCHEDULE 4.6
 MATERIAL LITIGATION
  3




---



##### 



SCHEDULE 4.7
 TAXES
  4




---



##### 



SCHEDULE 4.9
 SUBSIDIARY ENTITIES
  5




---



##### 



SCHEDULE 4.11
 ERISA COMPLIANCE
  6




---



##### 



SCHEDULE 4.14
 REQUIRED CONSENTS
  7




---



##### 



SCHEDULE 4.15
 HAZARDOUS MATERIALS
 PROJECT
    
    TYPE OF REPORT
    
    REPORT PREPARED BY
    
    DATE OF REPORTOlympia Pointe
    
    
    
    Phase I Environmental Assessment
    
    
    
    Ardaman & Associates, Inc.
    
    
    
    June 18, 2004 and June 14, 2005
    
    Phase I & Limited Phase II
    
    
    
    Ardaman & Associates, Inc.
    
    
    
    October 22, 2003
    
    Subsurface Soil Exploration
    
    
    
    Ardaman & Associates, Inc.
    
    
    
    October 6, 2003Laguna Lakes
    
    
    
    Phase I Environmental Assessment
    
    
    
    Ardaman & Associates, Inc.
    
    
    
    March 9, 2001 and June 10, 2005
    
    Phase II Environmental Assessment
    
    
    
    Ardamon & Associates, Inc.
    
    
    
    March 29, 2001
    
    Subsurface Soil Exploration
    
    
    
    Ardaman & Associates, Inc.
    
    
    
    March 26, 2001Coral Lakes
    
    
    
    Phase I Environmental Assessment
    
    
    
    Ardaman & Associates, Inc.
    
    
    
    May 27, 2003 and June 8, 2005Cypress Landing
    
    
    
    Phase I Environmental Assessment
    
    
    
    Ardaman & Associates, Inc.
    
    
    
    August 12, 2002 and June 13, 2005
    
    Subsurface Soil Exploration
    
    
    
    Ardaman & Associates, Inc.
    
    
    
    July 29, 2002South Park
    
    
    
    Environmental Site Assessment  Phase
I and Update
    
    
    
    US South Engineering &
Testing Lab, Inc.
    
    
    
    April 18, 2003 and Jun 20, 2005
    
    Report of Subsurface Investigation and
Recommendations Foundation
Recommendation
    
    
    
    US South Engineering &
Testing Lab, Inc.
    
    
    
    April 18, 2003Note: Property is located within
secondary zone of the Eagle Protection
Zone
 8




---



##### 



PROJECT
    
    TYPE OF REPORT
    
    REPORT PREPARED BY
    
    DATE OF REPORTBayshore
    
    
    
    Phase I Environmental Assessment Report
    
    
    
    Ardaman & Associates, Inc.
    
    
    
    August 3, 2004 and June 9, 2005
    
    Environmental Due Diligence Report
    
    
    
    Calusa Coast Ecologist, Inc.
    
    
    
    August 18, 2004
    
    Surface Soil Exploration
    
    
    
    Ardaman & Associates, Inc.
    
    
    
    August 26, 2004Oak Creek
    
    
    
    Phase I Environmental Assessment and Update
    
    
    
    Universal Engineers
    
    
    
    September 17, 2003 and July 15, 2005
    
    Eagle Study
    
    
    
    Boylan Environmental Consultants, Inc.
    
    
    
    May 2004April 15, 2004
    
    Protected Species Survey
    
    
    
    US Department of the Interior
    
    
    
    April 30, 2003
    
    Geotechnical Exploration Phase 1 & 2
    
    
    
    Allied Engineering & Testing, Inc.
    
    
    
    December 18, 2003
    
    Test Pit Report
    
    Cultural Resource Assessment
    
    
    
    Allied Engineering & Testing, Inc.
    
    
    
    November 2003
    
    Archeological Consultants, Inc.Daniels Landing
    
    
    
    Phase I Environmental Assessment and Update
    
    
    
    Universal Engineering Sciences
    
    
    
    April 2002 and June 1, 2005
    
    Subsurface Soil Exploration
    
    
    
    Ardaman & Associates, Inc.
    
    
    
    May 13, 2002
    
    Report of Geotechnical Exploration
    
    
    
    Nordarse Associates, Inc.
    
    
    
    November 4, 2002Independence
    
    
    
    Phase I Environmental Assessment
    
    
    
    Ardaman & Associates, Inc.
    
    
    
    May 16, 2002 and April 14, 2005Independence (I)Independence
(I)
    
    
    
    Phase I Environmental Assessment
    
    
    
    Ardaman & Associates, Inc.
    
    
    
    March 17, 2004Independence (III)
    
    
    
    Phase I Cultural Resource Survey of the Signature Lakes P.D.
    
    
    
    Southeast Archeological Research, Inc.
    
    
    
    June 2003
 9




---



##### 



PROJECT
    
    
    
    TYPE OF REPORT
    
    
    
    REPORT PREPARED BY
    
    
    
    DATE OF REPORTWestyn Bay
    
    
    
    Phase I Environmental Assessment provided by West Groves Ventures, LLLP
    
    
    
    Universal Engineering Sciences
    
    
    
    August 2003 and June 5, 2005
    
    Phase II Environmental Assessment provided by West Groves Ventures, LLLP
    
    
    
    Universal Engineering
SciencesArdaman & Associates, Inc.Universal Engineering Sciences
    
    
    

August 1999January 24,
2003August 17, 2001
    
    Subsurface Soil Exploration
    
    
    
    Universal Engineering Sciences
    
    Geotechnical Exploration Report
    
    Geotechnical Exploration Report
    
    
    
    
    
    
    
    September 30, 2003Metro West
    
    
    
    Phase I Environmental Assessment and Update
    
    
    
    Nodarse & Associates, Inc.
    
    
    
    October 23, 2003 and June 21, 2005
    
    Report of Subsurface Exploration & Geotechnical Engineering Evaluation
    
    
    
    Nodarse & Associates, Inc.
    
    
    
    June 22, 2004
    
    Environmental Assessment
    
    
    
    Miller Sellen Conner Walsh
    
    
    
    September 9, 2003Moss Park
    
    
    
    Phase I Environmental Assessment and Update
    
    
    
    Nodarse & Associates, Inc.
    
    
    
    May 9, 2003 and June 23, 2005
    
    Subsurface Exploration and Geotechnical Engineering Evaluation Cornerstone at Lake Hart
 Parcel B
    
    
    
    Nodarse & Associates, Inc.
    
    
    
    November 12, 2003  July 2, 2004
    
    Design Phase Subsurface Exploration and Geotechnical Engineering Evaluation/Lake Hart
P.D.  Lot 10
    
    
    
    Nodarse Associates, Inc.
    
    
    
    May 9, 2003
    
    Cursory Environmental Assessment
    
    
    
    Miller Sellen Conner Walsh
 10




---



##### 



PROJECT
    
    TYPE OF REPORT
    
    REPORT PREPARED BY
    
    DATE OF REPORTYoung Pines
    
    
    
    Phase I Environmental Assessment and Update
    
    
    
    Nordarse Associates, Inc.
    
    
    
    August 27, 2003 and
June 23, 2005
    
    Geotechnical Engineering Evaluation Parcel 3
    
    
    
    Nordarse Associates, Inc.
    
    
    
    May 21, 2004
    
    Geotechnical Engineering Evaluation Parcel 2
    
    
    
    Nordarse Associates, Inc.
    
    
    
    April 27, 2004
    
    Report of Preliminary Geotechnical Exploration
    
    
    
    Nordarse Associates, Inc.
    
    
    
    September 12, 2003
    
    Environmental Assessment
    
    
    
    Miller Sellen Conner Walsh
    
    
    
    December 31, 2003Legacy Park
    
    
    
    Phase I Environmental Assessment
    
    
    
    Universal Engineering Sciences
    
    
    
    January 23, 2003 and June 1, 2005
    
    Phase I Environmental Assessment provided by Legacy Park Ventures, LLLP
    
    
    
    Universal Engineering Sciences
    
    
    
    May 9, 2001
    
    Phase II Environmental Assessment
    
    
    
    Universal Engineering Sciences
    
    
    
    January 24, 2003
    
    Geotechnical Exploration Report
    
    
    
    Universal Engineering Sciences
    
    
    
    August 26, 2002Bronson
    
    
    
    Phase I and Phase II Environmental Assessment and Update
    
    
    
    Universal Engineering Sciences
    
    
    
    August 2004 and June 20, 2005
    
    Cultural Resource Survey and Assessment
    
    
    
    SouthArc, Inc.
    
    
    
    December 8, 2004
    
    Bald Eagle Nest Memo
    
    
    
    Miller Sellen Conner Walsh
    
    
    
    May 26, 2004Tampa Bay Golf & Tennis
    
    
    
    Report of the Geotechnical Investigation
    
    
    
    Driggers Engineering Services Incorporated
    
    
    
    October 22, 2004
 11




---



##### 



PROJECT
    
    TYPE OF REPORT
    
    REPORT PREPARED BY
    
    DATE OF REPORTLive Oak II
    
    
    
    Report of the Roadway Classification & Pond Boring
    
    
    
    Driggers Engineering Services Incorporated
    
    
    
    March 6, 2003
    
    Environmental Site Assessment and Update
    
    
    
    HSA Engineers
    
    
    
    November 2002 and June 28, 2005
    
    Transmittal of Test Pit Observation
    
    
    
    Driggers Engineering Services Incorporated
    
    
    
    May 24, 2002Grand Hampton
    
    
    
    Phase I Environmental Assessment and Update
    
    
    
    Land Assessment Services, Inc.
    
    
    
    November 14, 2003 and June 16, 2005Heller
    
    
    
    Phase I Environmental Site Assessment
    
    
    
    Ardaman & Associates, Inc.
    
    
    
    October 22, 2004
    
    Phase II Environmental Site Assessment
    
    
    
    Empire Environmental
    
    
    
    January 5, 2005
    
    Report of the Preliminary Geotechnical Investigation
    
    
    
    Driggers Engineering Services Incorporated
    
    
    
    September 8, 2004Tradition
    
    
    
    EDR Radius Map Report
    
    
    
    Environ., Safety & Health, LC
    
    
    
    July 16, 2003
    
    Phase I Environmental Assessment
    
    
    
    Synergetic Environ. Services, Inc.
    
    
    
    April 30, 2002
    
    Phase I Environmental Assessment
    
    
    
    Envirospec, Inc.
    
    
    
    July 14, 2005Versailles
    
    
    
    Phase I Environmental Assessment
    
    
    
    Arcadis Geraghley & Miller
    
    
    
    November 6, 2000
    
    Preliminary Geotechnical Investigation
    
    
    
    Allterra Engineering
    
    
    
    March 26, 2001
    
    Source Removal Report
    
    
    
    Arcadis Geraghley & Miller
    
    
    
    December 14, 2000
    
    Phase I Environmental Assessment
    
    
    
    Dunkelberger
    
    
    
    June 22, 2005Victoria Grove
    
    
    
    Phase I/II Environmental Site Assessment
    
    
    
    Empire Environmental
    
    
    
    November 18, 1999 and July 13, 2005
 12




---



##### 



PROJECT
    
    TYPE OF REPORT
    
    REPORT PREPARED BY
    
    DATE OF REPORTWilliams Island
    
    
    
    Limited  Scope Phase II Environmental Site Assessment
    
    
    
    Evans Environmental and Geosciences
    
    
    
    September 2003
    
    Limited Site Assessment Report
    
    
    
    Evans Environmental and Geosciences
    
    
    
    May 2005Duval Road / Duval Road 2
    
    
    
    Phase I Environmental Assessment and Update
    
    
    
    Access Environmental Associates, Inc.
    
    
    
    July 24, 2003 and June 1, 2005Development Issues Letter
    
    
    
     Prosser Hallock
    
    
    
    September 1, 2004Cummer
    
    
    
    Phase I Environmental Assessment and Update
    
    
    
    United Consulting
    
    
    
    January 28, 2004 and July 5, 2005
    
    Phase II Environmental Site Assessment
    
    
    
    United Consulting
    
    
    
    March 10, 2004
    
    Environmental Site Assessment
    
    
    
    Environmental Resource
Solutions, Inc.
    
    
    
    July 23, 2004
    
    Preliminary Geotechnical Exploration
    
    
    
    United Consulting
    
    
    
    January 23, 2004
    
    Cummer Land Trust Due Diligence Property Report
    
    
    
    Prosser Hallock
    
    
    
    December 1, 2003Kendall Town
    
    
    
    Geotechnical Investigation
submitted to Beazer Homes, Inc.
    
    
    
    Golder Associates, Inc.
    
    
    
    November, 2003
September, 2002Center/Kendall Pointe
    
    
    
    Phase I Environmental Assessment
    
    
    
    Golder Associates, Inc.
    
    
    
    and July 1, 2005
 13




---



##### 



PROJECT
    
    
    
    TYPE OF REPORT
    
    
    
    REPORT PREPARED BY
    
    
    
    DATE OF REPORTKendall Commons/Vizcaya
    
    
    
    Phase I Environmental Assessment
    
    
    
    Nutting Environmental of Florida, Inc.
    
    
    

January,
2002 and June 1, 2005
    
    Phase II Environmental Site Assessment
    
    
    
    Empire Environmental
    
    
    
    July 10, 2003
    
    Follow-up Phase II
    
    
    
    Empire Environmental
    
    
    
    November 4, 2003Orange Avenue
    
    
    
    Due Diligence Geotechnical Study
    
    
    
    Dunkelberger Engineering and
Testing, Inc.
    
    
    
    March 2005
    
    Enhanced Phase I Environmental Site
Assessment
    
    
    
    Dunkelberger Engineering and Testing, Inc.
    
    
    
    March 2005Tampa 301
    
    
    
    Phase I Environmental Assessment and Update
    
    
    
    Empire Environmental
    
    
    

August 6,
2004 and July 14, 2005Lake Butler Sound
    
    
    
    Transeastern did not order environmental reports for this project
    
    
    
    N/A
    
    
    
    N/AWeston Reserve
    
    
    
    Transeastern did not order environmental reports for this project
    
    
    
    N/A
    
    
    
    N/AWestwood
    
    
    
    Environmental Assessment
    
    
    
    Boylan Environmental
Consultants, Inc.
    
    
    
    July 3, 2002
    
    Geotechnical Recommendations
    
    
    
    GFA International
    
    
    
    February 17, 2004
    
    Phase I Environmental Assessment
    
    
    
    Universal Engineering Sciences
    
    
    
    August 2003 and
July 8, 2005
    
    Cultural Resource Assessment Survey
    
    
    
    Archeological Consultants, Inc.
    
    
    
    March 2004Westwood (town-
homes)
    
    
    
    Protected Species Survey
    
    
    
    Boylan Environmental
Consultants, Inc.
    
    
    
    November 17, 2003
    
    Subsurface Soil Exploration
    
    
    
    Ardaman & Associates, Inc.
    
    
    
    March 5, 2003
    
    Phase 1 Environmental Site Assessment
    
    
    
    GFA International
    
    
    
    Nov. 21, 2003
    
    Environmental Assessment
    
    
    
    Boylan Environmental
Consultants, Inc.
    
    
    
    November 12, 2003
and July 1, 2005Environmental Supplement
    
    
    
    Boylan Environmental
Consultants, Inc.
    
    
    
    March 14 2004Summerport / Village Center
    
    
    
    Phase I Environmental Site Assessment and Update
    
    
    
    Nordarse & Associates, Inc.
    
    
    
    Sept. 22, 2004 and
June 23, 2005
    
    Report of Preliminary Geotechnical Engineering Evaluation
    
    
    
    Nordarse & Associates, Inc.
    
    
    
    Sept. 28, 2004Cummer West
    
    
    
    Phase I Environmental Site Assessment and Update
    
    
    
    United Consulting
    
    
    
    January 24, 2004
and July 5, 2005
 14




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##### 



SCHEDULE 4.17
 EXISTING INSURANCE
 Insurer
    
    DescriptionHomebuilders Umbrella PolicyPolicy Number
    
    9746383American International
    
    Policy Period
    
    7-27-2005 to 7-27-2006Specialty Lines Insurance
Company
    
    
    
    
    
    Policy Limits(AIG Group)
    
    Each Occurrence
    
    $25,000,000General Aggregate
    
    $25,000,000Products/CompletedAM Best
Rating: A+XV
    
    Operations Aggregate
    
    $25,000,000Retained LimitsGeneral Liability
    
    $2,000,000 Self Insured Retention(each
and every occurrence)Employers Liability
    
    $1,000,000 Each Accident$1,000,000 Disease/Each Employee$1,000,000 Disease/Policy LimitAuto Liability
    
    $1,000,000 Combined Single LimitLiquor Liability
    
    $1,000,000 Each ClaimTRIA and Non-CertTerrorism
    
    Included ($1,000,000 SIR)Estimated AnnualPremium
    
    $2,457,790 plus applicable taxes and fees
 15




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##### 



Insurer
    
    DescriptionWorkers Compensation and Employers LiabilityPolicy Number
    
    001-WC05A-30708FCCI Insurance
    
    Policy Period
    
    3/1/2005 to 3/1/2006Insurance
Company (FCCI Group)
    
    
    
    Policy LimitsWorkersCompensation
    
    Statutory LimitsAM Best Rating: A- IX
    
    
    
    $1,000,000 Each AccidentEmployers Liability
    
    $1,000,000 Disease/Each Employee$1,000,000 Disease/Policy LimitReporting Basis
    
    MonthlyEstimated AnnualPremium
    
    Varies, based on monthly reports
 16




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##### 



Insurer
    
    DescriptionPrimary Property Insurance, including Builders RiskPolicy Number
    
    BK000054Q002Lexington Insurance 
Company (London)
    
    Policy Period
    
    7-21-2005 to 5-1-2006 (note short term)(AIG Group)
    
    Policy Limits and
Material Sub-LimitsPer Occurrence
    
    $7,500,000 Total Policy Limit-Any One OccurrenceAM Best Rating: A+XV
    
    
    
    $7,500,000 Occurrence/Aggregate, except:Flood
    
    $2,500,000 Occ/Agg applies for propertieslocated in 100-year flood plain.Earthquake
    
    $7,500,000 Occurrence/AggregateFixed Property
    
    Limits per Schedule on fileTerrorism
    
    IncludedDeductiblesNamed Windstorm
    
    3% of Affected Values, subject to $250,000
minimum per occurrenceFlood
    
    $100,000 each occurrence, except:$500,000 each occurrence applicable toproperties located within the 100 year flood
plain.Earthquake
    
    $100,000 each occurrenceAll Other Perils
    
    $50,000 each occurrence; except$10,000 each occurrence  scheduled fixed
property locations.Estimated Annual
    
    $539,000.00 (Includes Terrorism Premium)Premium
    
    (Taxes and Fees Additional)
 17




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##### 



Insurer
    
    DescriptionExcess Property Insurance, including Builders RiskLloyds of London (50%)
    
    Policy Number (Lloyds)
    
    BK000052Q002AM Best Rating: A XV
    
    Policy Number (ACE)
    
    l20855812001Policy Period
    
    7-21-2005 to 5-1-2006 (note short term)Westchester Surplus LinesInsurance Company (50%)
    
    Policy Limits
    
    $22,500,000 excess of $7,500,000(ACE INA Group)
    
    
    
    primary coverage (see above)AM Best Rating A XEstimated AnnualPremium
    
    $200,000 (Taxes and Fees Additional)
 18




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##### 



Insurer
    
    
    
    DescriptionChubb ForeFront Portfolio PolicyPolicy Number
    
    6803-1460Federal Insurance
    
    Policy Term
    
    7-27-2005 to 7-27-2006Company
    
    Premium
    
    $73,350(Chubb Group)Directors and Officers LiabilityAM Best Rating-A+XV
    
    Policy LimitsMaximum Aggregate Limit
of Liability
    
    $5,000,000 (including defense costs)DeductiblesIndividual Non-IndemnifiedLiability Coverage
    
    NoneIndividual IndemnifiedLiability Coverage
    
    $100,000Corporate Liability
    
    $100,000Employment Related Practices LiabilityPolicy LimitsEach Claim
    
    $1,000,000 (including defense costs)Aggregate
    
    $1,000,000 (including defense costs)DeductibleEach Claim
    
    $25,000Fiduciary LiabilityPolicy LimitsMaximum Aggregate Limit
of Liability
    
    $1 ,000,000 (including defense costs)DeductibleEach Claim
    
    None
 19




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##### 



Insurer
    
    DescriptionCrimePolicy LimitsAll Coverage Parts
    
    $1,000,000Expense Coverage
    
    $25,000DeductibleAll Coverage Parts
    
    $50,000 Each ClaimExpense Coverage
    
    NoneKidnap, Ransom, ExtortionPolicy Limit
    
    $1,000,000 (All Coverage Parts)Deductible
    
    None
 20




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##### 



SCHEDULE 4.23(5)
 PURCHASE AND OPTION AGREEMENTS
 Project
    
    Contract DescriptionWestyn Bay (Parcel 1)
    
    Contract to Purchase dated June 7,
2002, between West Groves Ventures,
L.L.L.P., as seller, and
Transeastern Properties, Inc., as
buyer Amendment to Contract to
Purchase dated July 19, 2002, between
West Groves Ventures, L.L.L.P., as
seller, and Transeastern
Properties, Inc., as buyer Second
Amendment to Contract to Purchase
dated June 20, 2003, between West
Groves Ventures, LLLP, as seller,
and Transeastern Properties, Inc., as
buyer Third Amendment to Contract
to Purchase dated December 12, 2003,
between West Groves Ventures, LLLP,
as seller, and Transeastern
Properties, Inc., as buyerWestyn Bay (Parcel 2)
    
    Contract to Purchase date November 5,
2003, between West Groves Ventures,
LLLP, as seller, and Transeastern
Properties, Inc., as buyerLegacy Park
    
    Contract to Purchase between Legacy
Park Ventures, LLLP, as seller, and
Transeastern Properties, Inc., as
buyer, dated May 6, 2004.Metro West 1 & 2
    
    Agreement of Sale and Purchase dated
August 5, 2004 between Transeastern
Properties, Inc., as seller, and
Metro West Commercial Partners, LLC
as buyer First Amendment to
Agreement of Purchase and Sale dated
December 1, 2004 between Transeastern
Properties, Inc., as seller and
Metro West Commercial Partners, LLC,
as buyer (assigning the Agreement
For Purchase and Sale from
Transeastern Properties, Inc. to
Transeastern Villa Capri at
Metrowest, LLC)
 21




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##### 



Project
    
    Contract DescriptionSecond Amendment to Agreement of Purchase and Sale dated December 30,
2004 between Transeastern Villa Capri at Metrowest, LLC, as seller and
Metrowest Commercial Partners, LLC, as buyerMoss Park
    
    PUT/Option Agreement between Regional Development/Lake Hart, LLC, as seller,
Transeastern Properties, Inc., as buyer dated February 27, 2004Maurie Carter
    
    Option and Development Agreement dated April 8, 2004 between Moss Park Landco, LLC
and Transeastern Properties, Inc., as amended by the Amendment to Option and Development
Agreement dated July 28, 2005.
Purchase and Sale Agreement dated May 3, 2005 between Metro Development, a
Florida limited liability Properties,
company, as seller, and Transeastern Inc., a Florida corporation, as
buyer Purchase and Sale Agreement dated April 18, 2005 between Metro
Development, a Florida limited liability company as seller and
Transeastern Properties, Inc., a Florida corporation, as buyerBronson 2
    
    Agreement for the Purchase and Sale or Real Property dated May 31, 2005 between Falcon
739 Partners, LLC, a Florida limited liability company, and Transeastern
Properties, Inc., a Florida corporationCummer 1400
    
    Agreement for the Purchase and Sale of Real Property dated May 6, 2005 between BF South
Jacksonville Properties, LLC, a Florida limited liability company, and Transeastern
Properties, Inc., a Florida corporationCummer 691
    
    Agreement For the Purchase and Sale of Real Property dated May 6, 2005 between BF South
Jacksonville Properties, LLC, a Florida limited liability company, and Transeastern
Properties, Inc., a Florida corporation
 22




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##### 



Project
    
    Contract DescriptionIndependence 185
    
    Agreement for the Purchase and Sale of Real
Property dated as of May 31, 2005 between
Independence Land Development, LLC, a Florida
limited liability company, and
Transeastern Properties, Inc., a Florida
corporationSummerport
    
    Agreement for the Purchase and Sale of Real
Property dated June 6, 2005 between Falcon
Village Center Partners, LLC, a Florida limited
liability company, and Transeastern Properties,
Inc., a Florida corporation.Williams Island
    
    Deferred Purchase Price Covenant and
Agreement dated October 15, 2004
between WICC Development, Inc., as seller and
WI 825 Partners, LLC as purchaser
Assignment and Assumption of Deferred
Purchase Price Covenant and
Agreement dated March, 2005 between WI 825
Partners, LLC, as assignor and
Transeastern, Inc., as assignee
Option and Development Agreement dated
October 14, 2004 between WI 825 Partners,
LLC (Owner) and Transeastern Properties, Inc.
(Builder), as amended by the Amendment to
Option and Development Agreement dated July 28,
2005. Construction Agreement dated October 14,
2004 between WI 825 Partners, LLC and
Transeastern Properties, Inc. (attached as
Exhibit H to the Option and
Development Agreement between these parties)Coral Lakes I
    
    Option and Development Agreement dated October
29, 2004, as amended July 12, 2005, between
North Cape Development Associates I, LLC, North
Cape Development Associates II, LLC and
North Cape Development Associates III, LLC,
as owner (collectively, the North Cape
Entities) and Transeastern
Properties. Inc., as Builder, as amended by the
Amendment to Option and Development Agreement
dated July 28, 2005 by and between Landco
Investments, LLC (Owner), Transeastern
Properties, Inc. (Builder), and the
 23




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##### 



Project
    
    Contract DescriptionNorth Cape Entities.
Construction Agreement dated
October 29, 2004, as amended
July 12, 2005, between North
Cape Development Associates I,
LLC, North Cape Development
Associates II, LLC and North
Cape Development Associates
III, LLC, as owner and
Transeastern Properties, Inc.,
as Builder (attached as Exhibit
F to the Option and
Development Agreement between
these parties)Coral Lakes II and III
    
    Option and Development
Agreement dated November 12,
2004 between Coral Lakes
Landbank, LLC (Owner) and
Transeastern Properties, Inc.
(Builder), as amended by the
Amendment to Option and
Development Agreement dated
July 28, 2005. Construction
Agreement dated November 12,
2004 between Coral Lakes
Landbank, LLC (attached as
Exhibit F to Option and
Development Agreement between
these parties)Olympia Pointe (Phase 2)
    
    Option and Development
Agreement dated June 21, 2004
between Colonial Crossing
Associates, LLC (Owner) and
Transeastern Properties, Inc.
(Builder), as amended by the
Amendment to Option and
Development Agreement dated
July 28, 2005. Construction
Agreement dated June 21, 2004
between Colonial Crossing
Associates, LLC and
Transeastern Properties, Inc.
(attached as Exhibit F to the
Option and Development
Agreement between these
parties)Independence Land Development
    
    Option and Development
Agreement  Phase I dated
August 2, 2004 between
-Independence Land Development,
LLC (Owner) and Transeastern
Independence, LLC (Builder), as
amended by the First Amendment
to Option and Development
Agreement dated July 25, 2005
and the Second Amendment to
Option and Development
Agreement dated July 28,
2005.
 24




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##### 



Project
    
    Contract DescriptionConstruction Agreement  Phase I dated August 2, 2004 between
Independence Land Development, LLC and Transeastern Independence, LLC
(attached as Exhibit H to Option and Development Agreement between these
parties)Bigwater Independence
    
    Option and Development Agreement dated May 31, 2005 between Independence Land
Development 23, LLC and Transeastern Independence, LLC.Construction
Agreement dated May 31, 2005 between Independence Land Development 23, LLC
and Transeastern Independence, LLC (attached as Exhibit F to Option and
Development Agreement between these parties)Moss Park
    
    Option and Development Agreement dated April 8, 2004 between Moss Park
Landco, LLC (Owner) and Transeastern Properties, Inc. (Builder), as amended
by the Amendment to Option and Development Agreement dated July 28, 2005.
Construction Agreement dated April 8, 2004 between Moss Park Landco, LLC and
Transeastern Properties. Inc. (attached as Exhibit H to the Option and
Development Agreement between these parties)Tampa Bay Golf &
Tennis
(Tract 1)
    
    Option and Development Agreement dated July 1 , 2004 between Tampa Bay Landco
II, LLC (Owner) and Transeastern Properties, Inc. (Builder), as amended by
the Amendment to Option and Development Agreement dated July 28,2005.
Construction Agreement dated July 1 , 2004 between Tampa Bay Landco II, LLC
and TranseasternProperties, Inc. (attached as Exhibit H to the Option and
Development Agreement executed by these parties)Live Oak II
    
    Option and Development Agreement  Live Oak dated January 12, 2005
 25




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##### 



Project
    
    Contract Descriptionbetween Live Oak Landbank 2, LLC (Owner) and
Live Oak Development II, LLC (Builder), as amended
by the Amendment to the Option and Development
Agreement dated July 28, 2005. Construction
Agreement dated January 12, 2005 between Live Oak
Landbank 2, LLC and Live Oak Development II, LLC
(attached as Exhibit F to the Option and
Development Agreement executed by these parties)Grand Hampton
    
    Option and Development Agreement dated June 28,
2004 between Bruce B. Downs Partners, LLC (Owner)
and Transeastern Properties, Inc. (Builder), as
amended by the Amendment to Option and Development
Agreement dated July 28, 2005.Construction
Agreement dated June 28, 2004 between Bruce B.
Downs Partners, LLC and Transeastern Properties,
Inc. (attached as Exhibit H to the Option and
Development Agreement between these parties)Kendall Commons
    
    Option and Development Agreement,
dated August 31, 2004 between Kendall Land Development, LLC (Owner)
and Transeastern Vizcaya, LLC (Builder), as amended
by the Amendment to Option and Development
Agreement dated July 28, 2005. Construction
Agreement dated August 31, 2004 between Kendall
Land Development, LLC and Transeastern Vizcaya, LLC
(attached as Exhibit H to the Option and
Development Agreement between these parties)Duval Road 1
    
    Option and Development Agreement dated October 25,
2004 between Equity Investments, LLC (Owner) and
Transeastern Properties, Inc. (Builder), as amended
by amendments dated April 8, 2005, May 6, 2005,
June 30, 2005 and July 28, 2005. Construction
Agreement dated October 25, 2004 between Equity
Investments,
 26




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##### 



Project
    
    Contract DescriptionLLC and Transeastern Properties, Inc.
(attached as Exhibit H to the Option
 and Development Agreement between these
parties)Duval Road 2
    
    Option and Development Agreement dated May
3, 2005 between Equity
Investments, LLC (Owner) and Transeastern
Properties, Inc. (Builder), as amended by
the Amendment to Option and Development
Agreement dated July 28, 2005. Construction
Agreement dated May 3, 2005 between Equity
Investments, LLC and Transeastern
Properties, Inc. (attached, as Exhibit H
to the Option and Development Agreement
between these parties)Cummer 1044
    
    Agreement for the Purchase and Sale of Real
Property, dated May 30, 2005, between BF
South Jacksonville Properties, LLC and
NICKMATDAN LANDBANK, LLC. Option and
Development Agreement dated May 31, 2005
between NICKMATDAN LANDBANK, LLC and
Transeastern Properties, Inc. Construction
Agreement dated May 31, 2005 between
NICKMATDAN LANDBANK, LLC and Transeastern
Properties, Inc. (attached as Exhibit F
to the Option and Development Agreement
between these parties)Cummer West
    
    Option and Development Agreement dated May
31, 2005 between LTK TRANSOI, LLC and
Transeastern Properties, Inc.Construction
Agreement dated May 31, 2005 between LTK
TRANSOI, LLC and Transeastern Properties,
Inc. (attached as Exhibit F to the Option
and Development Agreement between
these parties)Kendall Town Center
    
    Agreement for Purchase and Sale dated as of
June 9, 2004, by and between
Transeastern Properties, Inc. and GL
National, Inc.
 27




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##### 



Project
    
    Contract DescriptionOption and Development Agreement dated May 16,
2005 between Kendall Pointe Land
Development, LLC and Transeastern Kendall Pointe,
LLC, as amended by the Amendment to Option
and Development Agreement dated July 28, 2005. 
Construction Agreement dated May 16, 2005 between
Kendall Pointe Land Development, LLC and
Transeastern Kendall Pointe, LLC (attached as Exhibit
F to the Option and Development Agreement between
these parties)Heller 301
    
    Agreement for the Purchase and Sale of Real
Property, dated as of May 30, 2005, by and
between Heller 301 Partners Investors, LLC and Heller
301 Landbank, LLC.
Option and Development
Agreement dated May 31, 2005 between Heller 301
Landbank, LLC and Transeastern Properties, Inc.Construction Agreement dated May 31, 2005 between
Heller 301 Landbank, LLC and Transeastern
Properties, Inc. (attached as Exhibit F to the
Option and Development Agreement between these
parties)Bayshore
    
    Option and Development Agreement dated May 1 6, 200
between Bayshore 65 Landbank, LLC and
Transeastern Properties, Inc.
Construction Agreement dated
May 16, 2005 between Bayshore 65 Landbank, LLC and
Transeastern Properties, Inc. (attached as Exhibit
F to the Option and Development Agreement
between these parties)Oak Creek
    
    Real Estate Purchase and Sale Agreement dated October
8, 2004, between S.W. Florida Land 411, LLC, a
Florida limited liability company (Seller) and
Falcon Oak Creek, LLC, a Florida limited
liability company (Purchaser). First
Amendment to Real Estate Purchase and Sale Agreement
dated December 14, 2004, between S.W. Florida Land
411, LLC, a Florida limited liability
 28




---



##### 



Project
    
    Contract Descriptioncompany (Seller) and Falcon Oak Creek,
LLC, a Florida limited liability company
(Purchaser). Second Amendment to Real Estate
Purchase and Sale Agreement dated March 23, 2005,
between S.W. Florida Land 411, LLC, a Florida
limited liability company (Seller) and Falcon Oak
Creek, LLC, a Florida limited liability company
(Purchaser).Agreement for Assignment of
Agreement for the Purchase and Sale of Real
Property dated May 15, 2005 from Transeastern Oak
Creek, LLC, a Florida limited liability company
f/k/a Falcon Oak Creek, LLC, to Oak Creek Landbank,
LLC, a Florida limited liability company.Option
and Development Agreement dated May 16, 2005
between Oak Creek Landbank, LLC and Transeastern
Properties, Inc.Construction Agreement dated May
16, 2005 between Oak Creek Landbank, LLC and
Transeastern Properties, Inc. (attached as Exhibit
F to the Option and Development Agreement between
these parties)Bronson 1
    
    Option and Development Agreement dated May
31, 2005 between Carroll Dyer Landbank, LLC and
Transeastern Properties, Inc.Construction Agreement dated May
16, 2005 between Carroll Dyer Landbank, LLC and
Transeastern Properties, Inc. (attached as Exhibit
F to the Option and Development Agreement between
these parties)Orange Avenue
    
    Option and Development Agreement dated May 16, 2005
between Fort Pierce Orange Avenue Landbank LLC and
Transeastern Properties, Inc. Construction
Agreement dated May 16, 2005 between Fort Pierce
Orange Avenue Landbank, LLC and Transeastern
Properties, Inc. (attached as Exhibit F to the
Option and Development Agreement between these
parties)
 29




---



##### 



Project
    
    Contract DescriptionWestwood 1 & 2
    
    Real Estate Purchase and Sale Agreement, dated
April 8, 2005, between Westwood, LLC and Falcon
Land and Development, LLC. Assignment dated June 1, 2005 from Falcon Land & Development, LLC, as
assignor and Westwood 1191 Associates, LLC, as
assignee. Option and Development Agreement dated
May 16, 2005 between Westwood Berkshire Landbank,
LLC and Transeastern Properties, Inc. Construction
Agreement dated May 16, 2005 between Westwood
Berkshire Landbank, LLC and Transeastern
Properties, Inc. (attached as Exhibit F to the
Option and Development Agreement between these
parties)
 30




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##### 



SCHEDULE 4.27
 TAXPAYER IDENTIFICATION NUMBER
 Entity
    
    Tax Identification NumberTE/TOUSA Senior, LLC
    
    20-2988796EH/Transeastern, LLC
    
    20-2988874
 31




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##### 



SCHEDULE 4.29
 BLOCKED ACCOUNTS
 Account Number
 Account Name
 State in Which Account is Located
 32




---



##### 



SCHEDULE 5.1(2)
 CONDITIONS TO FUNDING OF LOAN
  33




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##### 



SCHEDULE 5.5
 INSURANCE REQUIREMENTS
 (1)
    
    Property Insurance
 A)
    
    Owned, Leased Or Rented Real Or Personal Property.Property insurance insuring
against loss or damage by standard
perils included within the classification All Risks of Physical Loss. Such insurance (i)
shall be Replacement Cost
Coverage, on a no coinsurance or agreed amount basis, in an amount equal to 100% of the
actual replacement cost of
each property (exclusive of costs of land, excavation, foundation, footings and underground
utilities), and (ii) shall have
deductibles no greater than $100,000 per occurrence (or, with respect to named storm
windstorm insurance, deductibles no
greater than 5% subject to a minimum per occurrence deductible of the affected property
values of the Mortgaged
Property). The policies of insurance carried in accordance with this paragraph shall be
paid annually in advance or
approved periodic installments.B)
    
    Property in the Course of Construction, Homes Completed but Not Sold, Model Homes,
and Other Production
Related Property.Builders Risk insurance insuring against loss or damage to cover the
improvements in the course of
construction and while awaiting final sale or transfer on a special form (all risk) basis
(including materials in storage and
while in transit) (i) in an amount equal to 100% of the actual cost of each property
(exclusive of costs of land, excavation,
foundation, footings and underground utilities), and (ii) shall have deductibles no greater
than $100,000 per occurrence (or,
with respect to named storm windstorm insurance, deductibles no greater than 5% subject to
a minimum per occurrence
deductible of the affected property values of the Mortgaged Property). The policies of
insurance carried in accordance
with this paragraph shall be paid annually in advance or approved periodic installments.
 (2)
    
    Liability Insurance. Coverage shall be written on an occurrence or modified
occurrence form to include all premises,
operations, products and completed operations coverage, personal and advertising injury
coverage, and contractual liability
coverage (applicable to written contracts). Claims-made coverage is not acceptable. The
minimum limits of liability are Ten
Million Dollars ($10,000,000) Each Occurrence with Ten Million Dollars ($10,000,000) General
and Products/Completed
Operations Aggregate Limits. Limits can be achieved through primary or excess liability
policies, or a combination of both.
 
 34




---



##### 



(3)
    
    Workers Compensation Insurance. Workers compensation insurance with respect to
all employees of the Borrowers as and
to the extent required by any Governmental Authority or Requirement of Law and employers
liability coverage of at least One
Million Dollars ($1,000,000).(4)
    
    Flood Insurance. Flood insurance if any part of any structure or
improvement comprising the Mortgaged Property is located
in an area identified by the Federal Emergency Management Agency as an area federally
designated a 100 year flood plain
and (a) flood insurance is generally available at reasonable premiums and in such amount as
generally required by institutional
lenders for similar properties or (b) if not so available from a private carrier, from the
federal government at commercially
reasonable premiums to the extent available. Deductibles shall not exceed One Million Dollars
($1,000,000) for any one
occurrence.(5)
    
    Terrorism Insurance. Provided that foreign
insurance coverage (Terrorism Insurance)
relating to the acts of terrorism on
behalf of foreign individuals or interests as contemplated by the Foreign Terrorism Insurance
Act is (i) commercially available;
and (ii) commonly obtained by other national homebuilders in the same geographic area as the
Mortgaged Property and with
similar size and scope of operations, the Borrowers shall carry Terrorism Insurance throughout
the term of the Loan (including
any extension terms) on a per occurrence basis in policy amounts as required under Section 5.5
(1)(A)&(B) and Section 5.5 (2)(6)
    
    Other Insurance. Upon sixty (60) days written notice, such other reasonable types of
insurance not covered in Sections 5.5(1) through 5.5(5) and in such reasonable amounts as the Administrative
Agent from time to time may reasonably request
against such other insurable hazards (but not earthquake) which at the time are commonly
insured against for property similar
to the Mortgaged Property located in or around the region in which the Mortgaged Property is
located and as may be
reasonably required to protect the Administrative Agents interests. The Borrowers must
maintain seismic insurance as
follows:
 Section 5.5 (1)(A)&(B)
  35




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##### 



Section 5.5 (6)(B)  Section 5.5 (1)(A)&(B).
 (7)
    
    General Requirements
 (A)
    
    Ratings of Insurers.All insurance required by Section 5.5 shall be obtained and
maintained by, or caused to be
maintained, at all times by Borrower under valid and enforceable policies in form and
substance acceptable to
Administrative Agent. Any new policies for Mortgaged Property shall be issued by
financially sound and responsible
insurance companies authorized to do business in the State and having a claims paying
ability rating of A- or better
by S&P (or such other debt rating agencies approved by Administrative Agent) and a
general policy rating of A- or
better and a Financial size of IX or better by A.M. Best Company, Inc.(B)
    
    Form of Insurance Policies; Endorsements.All required policies except the workers
compensation/employers
liability shall (i) designate Administrative Agent and its successors and assigns as an
additional insured, mortgagee
and/or loss payee as deemed appropriate by Administrative Agent; (ii) shall include
effective waivers by the insurer of
all claims for insurance premiums against all loss payees, additional insureds and named
insureds (other than the
Borrowers) and all rights of subrogation against any loss payee, additional insured or
named insured; (iii) shall contain
such provisions as the Administrative Agent deems reasonably necessary or desirable to
protect its interest, including
endorsements providing that neither the Borrowers, the Administrative Agent nor any
other party shall be a
Contributor-insurer (except deductibles and/or self insured retentions) under said
Policies and that no material
modification, reduction, cancellation or termination in amount of, or material change
(other than an increase) in,
coverage of any of the Policies shall be effective until at least thirty (30) days after
receipt by each named insured,
additional insured and loss payee of written notice thereof or ten (10) days after
receipt of such notice with respect to
nonpayment of premium; (iv) and shall permit the Administrative Agent to pay the
premiums and continue any
insurance upon failure of the Borrowers to pay premiums when due, upon the insolvency of
any of the Borrowers or
through foreclosure or other transfer of title to the Mortgaged Property (it being
understood that the Borrowers rights
to coverage under such policies may not be assignable without the consent of the
insurer).(C)
    
    Premiums; Certificates; Renewals.
 Insurance Premiums
 36




---



##### 



(D)
    
    Separate Insurance.The Borrowers shall not take out separate insurance contributing
in the event of loss with that
required to be maintained pursuant to this Section 5.5 unless such insurance complies
with this Section 5.5.(E)
    
    Blanket Policies.In the event the Borrowers satisfy the requirements under this Section
5.5 through the use of a Policy
covering properties in addition to the Mortgaged Property, then (unless,such policy is
provided in substantially the
same manner as it is as of the date hereof), the Borrowers shall provide evidence satisfactory
to the Administrative
Agent that the Insurance Premiums for the Mortgaged Property are separately allocated under
such Policy and that
payment of such allocated amount (A) shall maintain the effectiveness of such Policy as to the
Mortgaged Property and
(B) shall otherwise provide the same protection as would a separate policy that complies with
the terms of this
Agreement as to the Mortgaged Property, notwithstanding the failure of payment of any other
portion of the insurance
premiums.
 37




---



##### 



SCHEDULE 6.5
 INVESTMENTS
  38




---



##### 



SCHEDULE 6.6
 AFFILIATE TRANSACTIONS
 APA
 PHMC
        Heller:
 Cummer:
 Bronson:
 39




---



##### 



SCHEDULE 6.12(1)
 LIENS
 Williams Island
    
     Mortgage between
WI 825 Partners, LLC and
Ohio Savings Bank, a
Federal Savings Bank said
Mortgage dated October
15, 2004 recorded October
28, 2004 in Official
Records Book 22776, Page
2364.Coral Lakes I
(except with respect to the
six lots owned by the
Borrowers)
    
     Mortgage
executed by North Cape
Development Associates I,
LLC, a Florida limited
liability company, North
Cape Development
Associates II, LLC, a
Florida limited liability
company, and North Cape
Development Associates
III, LLC, a Florida
limited liability
company, et al, in favor
of KeyBank, dated
February 11, 2005,
recorded March 3, 2005,
in Official Records Book
4613, page 1210, Public
Records of Lee County,
Florida, given to secure
the indebtedness in the
original principal sum of
$25,000,000,00. Mortgage,
Security Agreement and
Financing Statement from
North Cape Development
Associates I, LLC, a
Florida limited liability
company, North Cape
Development Associates
II, LLC, a Florida
limited liability
company, North Cape
Development Associates
III, LLC, a Florida
limited liability
company, North Cape
Holdings, LLC, a Florida
limited liability
company, North Cape
Warehouse Associates,
LLC, a Florida limited
liability company, to
Franklin Bank, SSB, a
Texas savings bank, dated
May 28, 2003, recorded
June 3, 2003 in O.R. Book
3950, Page 618; as
modified by Receipt of
Future Advance recorded
in O.R. Book 4036, Page
1779; and by Mortgage
Modification Agreement
and Receipt of Future
Advance recorded in O.R.
Book 4160, Page 319; and
as assigned to KeyBank
National Association, a
national banking
association, by
Assignment of Notes,
Mortgage and Loan
Documents recorded in
O.R. Book 4503, Page
1815; and further
modified by Amended and
Restated Mortgage and
Security Agreement
recorded in O.R. Book
4503, Page 1829.Coral Lakes II & III
    
     Mortgage
executed by Coral Lakes
Landbank, LLC, et al, in
favor of KeyBank, dated
February 11, 2005,
recorded March 3, 2005,
in Official Records book
4613, page 1210, Public
Record of Lee County,
Florida, given to secure
the indebtedness in the
original principal sum of
$25,000,000,00. Mortgage from
Coral Lakes Landbank,
LLC, a Florida limited
liability company to
Keybank National
Association, recorded in
Official Records Book
4503, Page 1616.
 40




---



##### 



Olympia Pointe (Phase 2)
    
     Mortgage from
Colonial Crossing
Associates, LLC, a Florida
limited liability company,
to BankAtlantic, dated June
21, 2004, recorded June 29,
2004, in Official Records
Book 4349, page 3502, as
modified by Receipt for
Future Advance and Mortgage
Modification Agreement
recorded in Office Records
Book 4722, Page 775.Independence Land Development
    
    Mortgage executed by
Transeastern Independence,
LLC, in favor of Colonial
Bank, N.A., dated March 15,
2005, recorded in Official
Records Book 7879, page
1925, as modified in
Official Record Book 7966,
page 3357.Independence Bigwater
    
     Mortgage from
Bigwater Partners, LLC and
Falcon Partners Realty and
Capital II, LLC to Ohio
Savings Bank, recorded
September 13, 2002, in
Official Records Book 6614;
page 8221; being assigned
to Wachovia Bank; National
Association by Assignment
of Note and Other
Documents, recorded in
Official Records Book 6956,
page 4124; Aforesaid
Mortgage being restated by
Restated Mortgage and
Notice of Future Advance
Agreement between Bigwater
Partners, LLC and Wachovia
Bank, National Association,
recorded in Official
Records Book 6956, Page
4130; Said Mortgage being
further modified in
Official Records Book 7271,
Page 2451, all as affected
by Partial Release of
Mortgage recorded in
Official Records Book 7610,
Page 4360, and further
modified in Official
Records Book 7782, page 813
and Collateral Assignment
of Amended and Restated
Agreement of Sale and
Purchase recorded in
Official Records Book 7794,
page 85 all of the Public
Records of Orange County,
Florida. Mortgage from
Independence Land
Development, LLC to
Colonial Bank, N.A.,
recorded September 13,
2004, in Official Records
Book 7610, page 4442,
Public Records of Orange
County, Florida.Moss Park
    
    Mortgage and Security
Agreement (A&D Loan) (Moss
Park Road Parcel) between
Moss Park Landco, LLC, a
Florida limited liability
company, and Ohio Savings
Bank, a federal savings
bank, recorded March 4,
2004, in Official Records
Book 7332, Page 526, Public
Records of Orange County,
Florida (as to all parcels
herein).Tampa Bay Golf & 
Tennis (Tract I
only)
    
     Mortgage and
Security Agreement from
Tampa Bay Landco II, LLC, a
Florida limited liability
company, in favor of Citrus
Bank, N.A., dated December
19, 2002, recorded December
27, 2002, in Official
Records Book 5183, Page
1851, of the public records
of Pasco County,
Florida.Live Oak II
    
     Mortgage executed
by Live Oak Landbank 2,
LLC, in favor of
Residential Funding
Corporation, dated January
12, 2005, recorded January
19, 2005, in Official
Records Book 14603, Page
341.Grand Hampton
    
     Mortgage and
Security Agreement from
Bruce B. Downs Partners,
LLC, a Florida limited
liability company, to
Indymac Bank, F.S.B., dated
June 30, 2004, recorded
July 2, 2004 in O.R. Book
13991, Page 610; and
release of mortgage
recorded in Official
Records Book 13407, page
652, as it affects the
subject property under the
Cross- Default and Cross
Collateralization Agreement
recorded in Official
Records Book 14583, page
1703, all of the
 41




---



##### 



public records of Hillsborough County, Florida.Kendall Commons
    
     MORTGAGE AND SECURITY AGREEMENT in favor of City
National Bank of Florida filed September 10, 2004 in Official
Records Book 22645, page 2442 and Termination of the
UCC-1
Financing Statement in Official Records Book 22645, page
2459. SECOND MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF
RENTS in favor of Falcon Funding, LLC filed September 10, 2004
in Official Records Book 22645, page 2464 and Termination of
the UCC- 1 Financing Statement in Official Records Book 22645,
page 2493 as Subordinated in Official Records Book 22645, page
2500 MORTGAGE DEED AND SECURITY AGREEMENT in favor of
BankAtlantic, filed December 30, 2004 in Official Records
Book 22958, page 4372, together with release of the Assignment
of Rents, Leases and Deposits recorded in Official Records
Book 22958, page 4412 and Termination of UCC-1 Financing
Statement recorded in Official Records Book 22958, page
4428.Duval Road I
    
    NoneDuval Road II
    
    NoneCummer 
1044,1400,691
    
     Mortgage and Security Agreement executed by SOUTH
JACKSONVILLE PROPERTIES, LLC, a Florida limited liability
company, and JACKSONVILLE WEST 95 PARTNERS, LLC, a Florida
limited liability company, to WACHOVIA BANK, NATIONAL
ASSOCIATION, dated April 30, 2004, filed on May 4, 2004, in
Official Records Book 2190, Page 1637, under Clerks File
Number 04-032970, in the Public Records of St. Johns County,
Florida, securing the original principal amount of
$55,250,000.00, as affected by Subordination Agreement
recorded in Official Records Book 2209, Page 1197, and Partial
Release of Mortgage and Other Loan Documents
recorded in
Official Records Book 2298, Page 1821, all of the Public
Records of St. Johns County, Florida. Second Mortgage and Security Agreement from SOUTH
JACKSONVILLE PROPERTIES, LLC, a Florida limited liability
company, and JACKSONVILLE WEST 95 PARTNERS, LLC, a Florida
limited liability company, to WACHOVIA BANK, NATIONAL
ASSOCIATION, dated April 30, 2004, filed on May, 4, 2004, in
Official Records Book 2190, Page 1687, as affected by
Subordination Agreement recorded in Official Records Book
2209,
 42




---



##### 



Page 1197, and Partial Release of Mortgage and Other Loan Documents recorded in Official Records Book 2298, Page
1818, all of the Public Records of St. Johns County, Florida.Cummer West
    
     Mortgage executed by R&F 44 Jacksonville, LLC, in favor of Wachovia Bank, National Association, recorded
October 12, 2004, in Official Records Book 2298, Page 1847, given to secure the indebtedness in the original principal
sum of $4,160,000.00.Kendall Town Center
    
     Mortgage from Kendall Pointe Land Development, LLC to Wachovia Bank, National Association, recorded in Official
Records Book 12497, page 2039.Heller 301
    
     Mortgage and Security Agreement from Heller 301 Partners, LLC, a Florida limited liability company, to City
National Bank of Florida, recorded January 18, 2005, in Official Records Book 1986, page 4563, of the public records of
Manatee County, Florida.Bayshore
    
    NoneOak Creek
    
     Mortgage from S.W. Florida Land 411, L.L.C., a Florida limited liability company to National City Bank,
recorded in Official Records Book 4073, page 1256.Bronson 1 & Bronson 2
    
     Mortgage from Regional Development/27, LLC to National City Bank, recorded August 23, 2004, in Official Records
Book 2581, page 190. Mortgage from Regional Development Group, Inc. and Dyer Blvd., LLC to National City Bank, recorded August 23,
2004, in Official Records Book 2581, page 1. Mortgage from Dyer Blvd., LLC and Regional Development Group, Inc. to National City Bank, recorded August 23,
2004, in Official Records Book 2581, page 39Orange Avenue
    
    NoneWestwood 1 & 2
    
     Mortgage on Lot 14 Block F, lot 11 Block G, lots 15, 16, 21, 22, 23, and 24 Block K, and Lots 1 and 2 Block J
Serena park as and described in Schedule A fro the Mortgage executed by Chandler M. Lucas and Shirley Lucas et al to
Future Days of America, Inc., recorded in Official Records Book 2778 page 3160, of the Pubic Records of Lee County,
Florida. Mortgage from Westwood, LLC to Florida Community Bank, recorded in Official Records Book 4079, Page 2780
 43




---



##### 



and Mortgage Spreader Agreements recorded in Official Records Book 4080 page 2448, Official Records Book 4085 Page 1327, Official Records Book 4095 Page 387 and
Official Records Book 4139 Page 2973, of the Public Records of Orange County, Florida.Westyn Bay I
    
    NoneWestyn Bay II
    
     Mortgage executed by West Groves Venture, L.L.L.P. to SunTrust Bank, dated October 8, 2002, recorded October 10, 2002, in Official Records Book 6638, page
4058. As modified by Modification of Mortgage and Notice of Future Advance recorded in Official Records Book 6773, page 3169, Official Records Book 7057, page 961 and
Official Records Book 7575, page 4538.Legacy Park (Phase II 
only)
    
     Mortgage from Legacy Park Venture, L.L.L.P., a Florida limited liability partnership, to SunTrust Bank, recorded October 3, 2003, in Official Records Book
55335, page 468, as subordinated by Joinder And Consents recorded in Official Records Book 5740, page 762 and Official Records Book 5923, page 318.Maurie Carter
    
     Mortgage executed by Tampa 301 Partners, LLC to Indymac Bank, F.S.B., recorded December 19, 2003, in Official Records Book 13407, page 652, modified by
Mortgage. Note and Loan Documents Modification and Confirmation Agreement recorded in Official Records Book 14538, page 1683; and release of the mortgage recorded in
Official Records Book 13991, page 644, as it affects the subject property under the Cross-Default and Cross Collateralization Agreement recorded in Official Records Book
14538, page 1703, of the Public Records of Hillsborough County, Florida.Independence 185
    
     Mortgage from Bigwater Partners, LLC and Falcon Partners Realty and Capital II, LLC to Ohio Savings Bank, recorded September 13, 2002, in Official Records Book
6614, page 8221; being assigned to Wachovia Bank, National Association by Assignment of Note and Mortgage and Other Documents, recorded in Official Records Book 6956,
page 4124; Aforesaid Mortgage being restated by Restated Mortgage and Notice of Future Advance Agreement between Bigwater Partners, LLC and Wachovia Bank, National
Association, recorded in Official Records Book 6956, page 4130; Said Mortgage being further modified by Modification and Notice of Future Advance Agreement recorded in Official Records Book 7271, page 2451, all as affected
by Partial Release of Mortgage recorded in Official Records Book 7610, page 4360, all of the Public Records of Orange County, Florida.
 44




---



##### 



Summerport
    
     Mortgage executed by Falcon
Village Center Partners, LLC, in favor
Wachovia Bank, National Association,
dated January 13, 2005, recorded January
18, 2005, in Official Records Book 7784,
page 1827.
 THERE WILL BE NO OUTSTANDING MORTGAGES ON THE FOLLOWING PROJECTS: DANIELS LANDING,
YOUNG PINES, METRO WEST 1 AND 2, VERSAILLES, TRADITION, SOUTH PARK, LAGUNA LAKES, LAKE
BUTLER, LIVE OAK I, WESTON RESERVE, CORAL LAKES (6 LOTS), TAMPA BAY GOLF & TENNIS (TRACT 2),
LEGACY PARK (PHASE 1), OLYMPIA POINTE (PHASE I).
 45




---



##### 



SCHEDULE
6.21
 PERMITTED INDEBTEDNESS
  46




---



##### 



SCHEDULE 9.6
 NOTICES
 If to Borrowers, to:
    
    EH/Transeastern, LLCc/o Tousa Homes LPSuite 500-N4000 Hollywood Blvd.Hollywood, Florida 33021With a copy to:
    
    Technical Olympic USA, Inc.Suite 500-N4000 Hollywood Blvd.Hollywood, Florida 33021Attention: Tommy McAden, Executive Vice PresidentFax No.: (954) 364-4010With a copy to:
    
    Technical Olympic USA, Inc.Suite 500-N4000 Hollywood Blvd.Hollywood, Florida 33021Attention: Patricia Petersen, Esq.Senior Vice President & General CounselFax No.: (954) 364-4037If to F/R Member, to:
    
    Falcone Group, LLC1951 N.W. 19th Street, Suite 200Boca Raton, Florida 33431Attention: Arthur Falcone, Chief Executive OfficerFax No.: (561) 338-2971
 47




---



##### 



With a copy to:
    
    Nason Yeager Gerson White & Lioce, P.A.Mellon United National Bank Tower1645 Palm Beach Lakes BoulevardSuite 1200West Palm Beach, Florida 33401Attention: Gary Gerson, Esq.Fax No.: (561) 686-5442If to Administrative
Agent:


    
    Deutsche Bank Trust Company Americas200 Crescent CourtSuite 550Dallas, Texas 75201Attention: Ann RamseyFax No.: (214) 740-7910With a copy to:
    
    Latham & Watkins LLP633 West Fifth StreetSuite 4000Los Angeles, California 90071Attention: Donald I. Berger, Esq.Fax No. : (213) 891-8763To a Lender:
    
    To Administrative Agent
  48




---



##### 



SCHEDULE I
 PRO RATA SHARES
  49




---



##### 



SCHEDULE II
 MORTGAGED PROPERTY/MORTGAGED PROPERTY OWNERS/SECURITY INSTRUMENT
 LegalProject Name
    
    Description
    
    Name of Owner
    
    Security InstrumentLive Oak I
    
    See Attached
    
    EH/Transeastern
    
    MortgageLegacy Park Phase I
    
    See Attached
    
    EH/Transeastern
    
    MortgageYoung Pines
    
    See Attached
    
    EH/Transeastern
    
    MortgageMetrowest 1&2
    
    See Attached
    
    EH/Transeastern
    
    MortgageVersailles
    
    See Attached
    
    EH/Transeastern
    
    MortgageTradition
    
    See Attached
    
    EH/Transeastern
    
    MortgageLaguna Lakes
    
    See Attached
    
    EH/Transeastern
    
    MortgageSouth Park
    
    See Attached
    
    EH/Transeastern
    
    MortgageIndependence Outparcel
    
    See Attached
    
    EH/Transeastern
    
    MortgageDaniels Landing
    
    See Attached
    
    EH/Transeastern
    
    MortgageWeston Reserve
    
    See Attached
    
    EH/Transeastern
    
    MortgageIndependence Land Development
    
    See Attached
    
    EH/Transeastern
    
    Collateral AssignmentLake Butler Sound
    
    See Attached
    
    EH/Transeastern
    
    MortgageDuval Road I
    
    See Attached
    
    EH/Transeastern
    
    Mortgage & Collateral AssignmentCoral Lakes I
    
    See Attached
    
    EH/Transeastern
    
    Mortgage & Collateral AssignmentTampa Bay Golf &Tennis
    
    See Attached
    
    EH/Transeastern
    
    Mortgage & Collateral AssignmentWilliams Island
    
    See Attached
    
    EH/Transeastern
    
    Collateral AssignmentCoral Lakes II & III
    
    See Attached
    
    EH/Transeastern
    
    Collateral AssignmentOlympia Pointe
    
    See Attached
    
    EH/Transeastern
    
    Mortgage & Collateral AssignmentBig Water Independence
    
    See Attached
    
    EH/Transeastern
    
    Collateral AssignmentMoss Park
    
    See Attached
    
    EH/Transeastern
    
    Collateral AssignmentLive Oak II
    
    See Attached
    
    EH/Transeastern
    
    Collateral AssignmentGrand Hampton
    
    See Attached
    
    EH/Transeastern
    
    Collateral Assignment
 50




---



##### 



LegalProject Name
    
    Description
    
    Name of Owner
    
    Security InstrumentKendall Commons
    
    See Attached
    
    EH/Transeastern
    
    Collateral AssignmentDuval Road II
    
    See Attached
    
    EH/Transeastern
    
    Collateral AssignmentCummer 1044/1400/691
    
    See Attached
    
    EH/Transeastern
    
    Collateral AssignmentCummer West
    
    See Attached
    
    EH/Transeastern
    
    Collateral AssignmentKendall Town Center
    
    See Attached
    
    EH/Transeastern
    
    Collateral AssignmentHeller 301
    
    See Attached
    
    EH/Transeastern
    
    Collateral AssignmentOrange Avenue
    
    See Attached
    
    EH/Transeastern
    
    Collateral AssignmentTranseastern Independence
    
    See Attached
    
    EH/Transeastern
    
    MortgageSummerport
    
    See Attached
    
    EH/Transeastern
    
    Collateral Assignment
 51




---



##### 



EXHIBIT A-l
 FORM OF
GUARANTY
 Guaranty     Guarantor Administrative Agent
 RECITALS
 Loan Agreement Borrowers Borrower Lenders Loan
   AGREEMENT
 NOW THEREFORE,
 Guarantee
of Obligations
 1




---



##### 



Guaranteed Obligations
 Nature of Guaranty
 Rights
Independent Other
Guarantor
 2




---



##### 



Preferential Payments
 Authority to Modify the Guaranteed Obligations.
 Waiver
of Defenses
   3




---



##### 









Subordination.


Claims


4



---



##### 



5




---



##### 



Deferral of Subrogation
 Condition of Borrowers
 Representations and Warranties of Guarantor Schedule 1
 Payments Taxes
 6




---



##### 



Costs and Expenses in Enforcement
 Notices
 To Guarantor:
    
    c/o Technical Olympic USA, Inc.Suite 500-N4000 Hollywood Blvd.Hollywood, FL 33021Facsimile: (954) 364-4037Attention: Patricia M. Petersen, Esq.with a copy to:
    
    Greenberg Traurig P.A.1221 Brickell AvenueMiami, FL 33131Facsimile: (305) 579-0717Attention: Paul Berkowitz, Esq.To
    
    Deutsche Bank Trust Company AmericasAdministrative
    
    200 Crescent Court, Suite 550Agent:
    
    Dallas, Texas 75201Facsimile: (214) 740-7910Attention: Ann RamseyWith a copy to:
    
    Latham & Watkins LLP633 West Fifth Street, Suite 4000Los Angeles, California 90071Facsimile: (213) 891-8763Attention: Donald I. Berger, Esq.
  Termination
 No Waiver; Cumulative Remedies
 7




---



##### 



Amendments
 Waivers
 Binding Agreement
 GOVERNING LAW
 JURISDICTION FORUM NON CONVENIENS,
 8




---



##### 



WAIVER OF JURY TRIAL
 Severability
 Miscellaneous
 9




---



##### 



IN WITNESS WHEREOF,
 GUARANTOR:[]By:Name:Title:




---



##### 



Schedule 1
  Organization; Requisite Power and Authority; Qualification
 (a)
    
    Guarantor (A) is either a corporation, a limited partnership or a limited liability company
duly incorporated, formed or organized, validly existing, and in good standing under the laws
of the state of its incorporation, organization and/or formation, (B) is duly qualified to
do business and is in good standing under the laws of each jurisdiction in which the failure
to be so qualified and in good standing will have or is reasonably expected to have a Material
Adverse Effect, and (C) has all requisite corporate, partnership or limited liability company
power and authority to own, operate and encumber its Property and to conduct its business as
presently conducted and as proposed to be conducted in connection with and following the
consummation of the transactions contemplated by this Agreement. Guarantor is a single
member limited liability company for purposes of federal income taxation and for purposes of
the tax laws of any state or locality in which it is subject to taxation based on its income.
 (b)
    
    True, correct and complete copies of the Organizational Documents of Guarantor have been
delivered to the Administrative Agent and have not been Modified except to the extent
indicated therein. All of the Organizational Documents are in full force and effect, and there
are no defaults under such Organizational Documents (including with respect to any
restrictions on Indebtedness contained therein), and no events which, with the passage of time
or giving of notice or both, would constitute a default under such Organizational Documents
(including with respect to any restrictions on Indebtedness contained therein).
 (c)
    
    Guarantor has the requisite power and authority to execute, deliver and perform this
Agreement and each of the other Loan Documents which are required to be executed on its
behalf. The execution, delivery and performance of each of the Loan Documents which must be
executed in connection with this Agreement by Guarantor and to which Guarantor is a party and
the consummation of the transactions contemplated thereby are within such Guarantors
partnership, company, or corporate powers, have been duly authorized by all necessary
partnership, company, or corporate action and such authorization has not been rescinded. No
other partnership, company, or corporate action or proceedings on the part of Guarantor is
necessary to consummate such transactions.
 (d)
    
    Each of the Loan Documents to which Guarantor is a party has been duly executed and delivered
on behalf of such Guarantor and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms (subject to bankruptcy, insolvency,
reorganization, or other laws affecting creditors rights generally and to principles of
equity, regardless of whether considered in a proceeding in equity or at law), is in full
force and effect and all the terms, provisions, agreements and conditions set forth therein
and required to be performed or complied with by such




---



##### 



Guarantor on or before the Closing Date have been performed or complied with, and no
Potential Default or Event of Default exists thereunder.
 No Conflict
 No Material Litigation




---



##### 



EXHIBIT A-2
 FORM OFCARVE-OUT GUARANTY
 Guaranty TOUSA Member Guarantors Administrative Agent
 RECITALS
 Loan Agreement Borrowers Borrower Lenders Loan
   AGREEMENT
 NOW THEREFORE,
 Guarantee of Obligations Guaranteed Obligations
  1




---



##### 



Nature of Guaranty
 2




---



##### 



Rights Independent Other
Guarantor Preferential Payments
 Authority to Modify the Guaranteed Obligations
 3




---



##### 



Waiver of Defenses
   4




---



##### 



Subordination
 Claims
   5




---



##### 



Deferral of Subrogation
 6




---



##### 



Condition of Borrowers
 Representations and Warranties of Guarantors Schedule 1
 Payments Taxes
 Costs and Expenses in Enforcement
 Notices
 7




---



##### 



To Guarantors:
    
    Technical Olympic USA, Inc.Suite 500-N4000 Hollywood Blvd.Hollywood, FL 33021Facsimile: (954) 364-4037Attention: Patricia M. Petersen, Esq.c/o TOUSA Homes, L.P.c/o Technical Olympic USA, Inc.Suite 500-N4000 Hollywood Blvd.Hollywood, FL 33021Facsimile: (954) 364-4037Attention: Patricia M. Petersen, Esq.with a copy to:
    
    Greenberg Traurig P.A.1221 Brickell AvenueMiami, FL 33131Facsimile: (305) 579-0717Attention: Paul Berkowitz, Esq.To Administrative Agent:
    
    Deutsche Bank Trust Company Americas200 Crescent Court, Suite 550Dallas, Texas 75201Facsimile: (214) 740-7910Attention: Ann RamseyWith a copy to:
    
    Latham & Watkins LLP633 West Fifth Street, Suite 4000Los Angeles, California 90071Facsimile: (213) 891-8763Attention: Donald I. Berger, Esq.
  Termination
 No
Waiver; Cumulative Remedies
 8




---



##### 



Amendments
 Waivers
 Binding Agreement
 GOVERNING LAW
 JURISDICTION FORUM NON CONVENIENS,
 9




---



##### 



WAIVER OF JURY TRIAL
 Severability
 Miscellaneous
 10




---



##### 



IN WITNESS WHEREOF,
 GUARANTORS:TECHNICAL OLYMPIC USA, INC.By:Name:Title:TOUSA HOMES, L.P.By:Name:Title:




---



##### 



Schedule 1
  Organization; Requisite Power and Authority; Qualification
 (a)
    
    Such Guarantor (A) is either a corporation, a limited partnership or a limited liability
company duly incorporated, formed or organized, validly existing, and in good standing under
the laws of the state of its incorporation, organization and/or formation, (B) is duly
qualified to do business and is in good standing under the laws of each jurisdiction in which
the failure to be so qualified and in good standing will have or is reasonably expected to
have a Material Adverse Effect, and (C) has all requisite corporate, partnership or limited
liability company power and authority to own, operate and encumber its Property and to conduct
its business as presently conducted and as proposed to be conducted in connection with and
following the consummation of the transactions contemplated by this Agreement.
 (b)
    
    True, correct and complete copies of the Organizational Documents of such Guarantor have
been delivered to the Administrative Agent and have not been Modified except to the extent
indicated therein. All of the Organizational Documents are in full force and effect, and there
are no defaults under such Organizational Documents (including with respect to any
restrictions on Indebtedness contained therein), and no events which, with the passage of time
or giving of notice or both, would constitute a default under such Organizational Documents
(including with respect to any restrictions on Indebtedness contained therein).
 (c)
    
    Such Guarantor has the requisite power and authority to execute, deliver and perform this
Agreement and each of the other Loan Documents which are required to be executed on its
behalf. The execution, delivery and performance of each of the Loan Documents which must be
executed in connection with this Agreement by such Guarantor and to which such Guarantor is a
party and the consummation of the transactions contemplated thereby are within such
Guarantors partnership, company, or corporate powers, have been duly authorized by all
necessary partnership, company, or corporate action and such authorization has not been
rescinded. No other partnership, company, or corporate action or proceedings on the part of
such Guarantor is necessary to consummate such transactions.
 (d)
    
    Each of the Loan Documents to which such Guarantor is a party has been duly executed and
delivered on behalf of such Guarantor and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms (subject to bankruptcy, insolvency,
reorganization, or other laws affecting creditors rights generally and to principles of
equity, regardless of whether considered in a proceeding in equity or at law), is in full
force and effect and all the terms, provisions, agreements and conditions set forth therein
and required to be performed or complied with by such Guarantor on or before the Closing Date
have been performed or complied with, and no Potential Default or Event of Default exists
thereunder.




---



##### 



No Conflict
 No Material Litigation




---



##### 



EXHIBIT B TO CREDIT AGREEMENT
 FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
 Assignment) [Insert name of
Assignor] Assignor [Insert name of Assignee] Assignee Credit Agreement), Annex 1 Standard Terms and Conditions)
 Assigned Interest).
 1.
    
    Assignor:2.
    
    Assignee:
    
    
    
    [and is an Affiliate/Approved Fund[*****]]
 3.
    
    Borrower(s):
    
    EH/Transeastern, LLC, a Delaware
limited liability company, and TE/TOUSA Senior, LLC, a Delaware limited liability company4.
    
    Administrative Agent:
    
    Deutsche Bank Trust Company
Americas, as the Administrative Agent under the Credit Agreement5.
    
    Credit Agreement:
    
    The Credit Agreement, dated as of
August 1, 2005, and entered into by and among EH/Transeastern, LLC and TE/TOUSA Senior, LLC (jointly and severally, the Borrowersand
each a Borrower), the Lenders party thereto from time to time, and Deutsche Bank Trust Company
Americas, as Administrative Agent for the Lenders.6.
    
    Assigned Interest:
 Aggregate Amount
    
    Amount ofof Commitment/Loans
    
    Commitment/LoansFacility Assigned
    
    for all Lenders
    
    AssignedTerm Loan Commitment
    
    $
    335,000,000
    
    
    $Revolving Loan Commitment
    
    $
    115,000,000
    
    
    $$
    
    
    
    $
 
 
 [*****]
    
    Select as applicable. B-1




---



##### 



[NAME OF ASSIGNOR]
    
    
    
    [NAME OF ASSIGNEE]Notices:
    
    
    
    Notices:Attention:
    
    
    
    
    
    Attention:Telecopier:
    
    
    
    
    
    Telecopier:with a copy to:
    
    
    
    with a copy to:Attention:
    
    
    
    
    
    Attention:Telecopier:
    
    
    
    
    
    Telecopier:Wire Instructions:
    
    
    
    Wire Instructions:
 B-2




---



##### 



ASSIGNOR[NAME OF ASSIGNOR]By:Name:Title:ASSIGNEE[NAME OF ASSIGNEE]By:Name:Title:
  DEUTSCHE BANK TRUST COMPANY AMERICAS,
 By:Name:Title:
 S-1




---



##### 



ANNEX 1
 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
AND ACCEPTANCE AGREEMENT
 1.
    
    Representations and Warranties.
 1.1
    
    Assignor. The Assignor (a) represents and warrants that (i)
it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim (other
than any Permitted Lien) and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and to consummate
the transactions contemplated hereby; and (b) assumes no responsibility with
respect to (i) any statements, warranties or representations made in or in
connection with any Credit Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement or any
other instrument or document delivered pursuant thereto, other than this
Assignment (herein collectively the Credit Documents), or any collateral
thereunder, (iii) the financial condition of the Borrowers, any of their
Subsidiaries or Affiliates or any other Person obligated in respect of any Credit
Document or (iv) the performance or observance by the Borrowers, any of their
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Credit Document.1.2
    
    Assignee. The Assignee (a) represents and warrants that (i)
it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and to consummate the transactions contemplated
hereby and to become a Lender under the Credit Agreement, (ii) it satisfies all
requirements of an Eligible Assignee under the Credit Agreement, (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit
Agreement and, to the extent of the Assigned Interest, shall have the obligations
of a Lender thereunder, (iv) it has received a copy of the Credit Agreement and
such other Credit Documents, documents and information as it has deemed
appropriate to make, independently and without reliance on Administrative Agent,
the Assignor or any other Lender, its own credit analysis and decision to enter
into this Assignment and to purchase the Assigned Interest, and (v) if it is a
Non-US Lender, attached to this Assignment is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed and
executed by the Assignee; and (b) agrees that (i) it will, independently and
without reliance on Administrative Agent, the Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at that
time, continue to make its own credit decisions in taking or not taking action
under the Credit Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Documents are
required to be performed by it as a Lender.
 2.
    
    Payments. All payments with respect to the Assigned Interest shall be made on the
Effective Date as follows:
 2.1
    
    With respect to the Assigned Interest for Term Loans, unless notice
to the contrary is delivered to the Lender from Administrative Agent, payment to
the Assignor by the Assignee in respect of the Assigned Interest shall include
such compensation to the Assignor as may be agreed upon by the Assignor and the
Assignee with respect to all unpaid interest which has accrued on the Assigned
Interest to but excluding the Effective Date. On and after the applicable
Effective Date, the Assignee shall be entitled to receive all interest paid or
payable with respect to the Assigned Interest, whether such interest accrued
before or after the Effective Date.2.2
    
    With respect to Assigned Interest for Revolving Loans, from and
after the Effective Date, Administrative Agent shall make all payments in respect
of the Assigned Interest (including payments of principal, interest, fees and
other amounts) to the Assignor for amounts which
 S-1




---



##### 



have accrued to but excluding the Effective Date and to the Assignee for amounts
which have accrued from and after the Effective Date.[ * ]
 3.
    
    General Provisions. This Assignment shall be binding upon, and inure to the benefit
of, the parties hereto and their respective successors and assigns. This Assignment may be
executed in any number of counterparts, which together shall constitute one instrument.
Delivery of an executed counterpart of a signature page of this Assignment by telecopy or
electronic mail shall be effective as delivery of a manually executed counterpart of this
Assignment. This Assignment shall be governed by, and construed in accordance with, the
internal laws of the State of New York, without regard to conflict of laws principles thereof.
 
 [ * ]
    
    Administrative Agent should consider whether this method conforms to its systems. In
some circumstances, the
following alternative language may be appropriate: From and after the Effective Date,
Administrative Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have
accrued prior to or on or after the Effective Date. The Assignor and
the Assignee shall make all
appropriate adjustments in payments by Administrative Agent for periods prior to the Effective Date
or with respect to the making of this assignment directly between themselves. S-3




---



##### 



EXHIBIT C TO LOAN AGREEMENT
 FORM OF CLOSING DATE CERTIFICATE
 THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:
 EH Transeastern TE/TOUSA Senior Borrowers
 Credit Agreement Lenders Administrative
Agent Closing Date
 (a) Term Loans (in aggregate):
    
    $
    [,,](b) Revolving Loans (in aggregate):
    
    $
    [,,](b) Swing Line Loans (in aggregate):
    
    $
    [,,]
      C-1-1




---



##### 



Annex A
  C-1-2




---



##### 



EH/TRANSEASTERN, LLCBy:Name:Title:TE/TOUSA SENIOR, LLCBy:Name:Title:[OTHER BORROWER PARTIES]By:Name:Title:
 S-1




---



##### 



ANNEX A-I TO
CLOSING DATE CERTIFICATE




---



##### 



ANNEX A-II TO
CLOSING DATE CERTIFICATE




---



##### 



EXHIBIT D TO CREDIT AGREEMENT
 FORM OF RATE REQUEST
 Credit Agreement EH
Transeastern (TE/TOUSA Senior Borrowers Lenders Administrative Agent
  1. Term Loans:
 $[___,___,___]
    
    Eurodollar Rate Loans to be
continued with Interest Period of ___ month(s)$[___,___,___]
    
    Base Rate Loans to be converted to Eurodollar Rate Loans with
Interest Period of ___ month(s)$[___,___,___]
    
    Eurodollar Rate Loans to be converted to Base Rate Loans
 2. Revolving Loans:
 $[___,___,___]

    Eurodollar Rate Loans to be
continued with Interest Period of ___
month(s)$[___,___,___]

    Base Rate Loans to be converted to Eurodollar Rate Loans with
Interest Period of ___ month(s)$[___,___,___]

    Eurodollar Rate Loans to be converted to Base Rate Loans
 D-1




---



##### 



Date: , 200_
    
    EH/TRANSEASTERN, LLCBy:Name:Title:TE/TOUSA SENIOR, LLCBy:Name:Title:




---



##### 



EXHIBIT E-l TO CREDIT AGREEMENT
 FORM OF TERM LOAN NOTE
 $[1][___,___,___][2], 200_
    
    New York, New York
 FOR VALUE RECEIVED, Borrowers Borrower NAME OF
LENDER] Payee 1 [DOLLARS] 1
 Credit Agreement
      
 [1]
    
    Lenders Term Loan Commitment[2]
    
    Date of Issuance




---



##### 








---



##### 



IN WITNESS WHEREOF,
 EH/TRANSEASTERN, LLCBy:Name:Title:TE/TOUSA SENIOR, LLCBy:Name:Title:




---



##### 



EXHIBIT E-2 TO CREDIT AGREEMENT
 FORM OF REVOLVING LOAN NOTE
 $[1] [___,___,___]
[2]___, 200_
    
    New York, New York
 Borrowers Borrowers (NAME OF LENDER] (Payee) 1 [DOLLARS] 1
 Credit Agreement
     
 [1]
    
    Lenders Revolving Credit Commitment[2]
    
    Date of Issuance




---



##### 








---



##### 



IN WITNESS WHEREOF,
 EH/TRANSEASTERN, LLCBy:Name:Title:TE/TOUSA SENIOR, LLCBy:Name:Title:
 S-1




---



##### 



Amount of Loan
    
    Amount of Principal
    
    Outstanding Principal
    
    NotationDate
    
    Made This Date
    
    Paid This Date
    
    Balance This Date
    
    Made By




---



##### 



EXHIBIT E-3 TO CREDIT AGREEMENT
 FORM OF SWING LINE NOTE
 $[1][___,___,___]
[2], 200_
    
    New York, New York
 FOR VALUE RECEIVED Borrowers Borrowers Payee 1 [DOLLARS]
 Credit Agreement
        
 [1]
    
    Swing Line Sublimit [the lesser of (i) $20,000,000, and (ii) the aggregate unused
amount of Revolving Commitments then in effect][2]
    
    Date of Issuance




---



##### 








---



##### 



IN WITNESS WHEREOF,
 EH/TRANSEASTERN, LLCBy:Name:Title:TE/TOUSA SENIOR, LLCBy:Name:Title:
 S-1




---



##### 



Amount of Loan
    
    Amount of Principal
    
    Outstanding Principal
    
    NotationDate
    
    Made This Date
    
    Paid This Date
    
    Balance This Date
    
    Made By
 L-5-Annex A-1




---



##### 



PLEDGE AGREEMENT
 Agreement Pledgor Administrative Agent
 RECITALS
 Loan Agreement Operating
Company Borrowers Borrower Lenders Loan
  AGREEMENT
 NOW THEREFORE
 Definitions
 Code
 Collateral Section 2.2(h)
 Corporations Exhibit A
 1




---



##### 



Distributions
 Event of Default
 Event of Default
  Section 4.1
  LLCs Exhibit A
 LLC Interests
 2




---



##### 



Obligations
 Operating Agreements
 Organizational Documents
 Partnerships Exhibit A
 Partnership Agreements
 Partnership Interests
 3




---



##### 



Pledged Entities
 Pledged Interests
 Pledged Stock Schedule 1
 4




---



##### 



Pro Rata Share
 Proceeds
 Pledge of Collateral.
  5




---



##### 



6




---



##### 



Sections 2.2(b) 2.2(c)
 7




---



##### 



Sections 2.2(b) 2.2(c)
 Section 2.2,
  8




---



##### 



Section
2.2(f)
 provided, however,
  Securities Act
 9




---



##### 



Section 2.2
 10




---



##### 



Representations and Warranties of Pledgor.
 Exhibit A
   Exhibit B
 Exhibit
C
  11




---



##### 



Securities Laws
    Covenants
of Pledgor
  12




---



##### 



Section 4.1(b)
 Section 4.1
 13




---



##### 



14




---



##### 



Voting
Rights; Distributions Section 2.2(d)
 Power
of Attorney Section 6
 Rights
and Duties of Administrative Agent; Application of Proceeds
 Section 7 Section 7 Section 7
 15




---



##### 



pari passu Section 7.3 pari passu pari passu
  Miscellaneous
 Notices
 To Pledgor:
    
    TE/TOUSA Senior, LLCc/o Technical Olympic USA, Inc.Suite 500-N4000 Hollywood Blvd.Hollywood, FL 33021Facsimile: (954) 364-4037Attention: Patricia M. Petersen, Esq.
 16




---



##### 



with a copy to:
    
    Greenberg Traurig P.A.1221 Brickell AvenueMiami, FL 33131Facsimile: (305) 579-0717Attention: Paul Berkowitz, Esq.To
    
    Deutsche Bank Trust Company AmericasAdministrative
    
    200 Crescent Court, Suite 550Agent:
    
    Dallas, Texas 75201Facsimile: (214) 740-7910Attention: Ann RamseyWith a copy to:
    
    Latham & Watkins LLP633 West Fifth Street, Suite 4000Los Angeles, California 90071Facsimile: (213) 891-8763Attention: Donald I. Berger, Esq.To a Lender:
    
    To the Administrative Agent
  No Assignment
 No Assumption of Obligations; No Liability
 17




---



##### 



Section 4.2
 Modification Section 7 Section 7,
 Severability
 No Waiver
 GOVERNING LAW
 JURISDICTION FORUM NON CONVENIENS,
 WAIVER OF JURY TRIAL
 18




---



##### 



Construction of Agreement
 19




---



##### 



PLEDGOR:
TE/TOUSA Senior, LLCBy:Name:Title: S-1




---



##### 



EXHIBIT A
  Corporations
 Pledged Entity
    
    Pledged InterestNone.
    
    N/A
 Limited Liability Companies
 Pledged Entity
    
    Pledged InterestEH/Transeastern, LLC
    
    100%
 Partnerships
 Pledged Entity
    
    Pledged InterestNone.
    
    N/A




---



##### 



EXHIBIT B




---



##### 



EXHIBIT C




---



##### 



Borrowing Base Certificate
Period ending [  ], 200___
 Deutsche Bank Trust Company Americas
     As Administrative Agent
200 Crescent Court, Suite 550
Dallas, Texas 75201
Facsimile: (214) 740-7910
Attention: Ann M. Ramsey
    
    [], 200___
 Operating Company TOUSA
Senior Borrowers Borrower Lenders DBTCA Administrative Agent Credit Agreement
 1.
    
    The attached information is true, complete and correct as of the close of
business on [   ],200___.2.
    
    This certificate is furnished to the Administrative Agent pursuant to Section 5.1
(9) of the Credit Agreement.3.
    
    The Borrowing Base has been calculated in accordance with the provisions of the
Credit Agreement.
   
 EH/TRANSEASTERN, LLCBy:Name:Title:TE/TOUSA SENIOR, LLCBy:Name:Title:




---



##### 



EH/Transeastern, LLC and TE/TOUSA Senior, LLC Borrowing Base Calculation  As of
[], 200
 Advance
    
    
    BorrowingCategories
    
    Total FMV
    
    
    Rate
    
    
    BaseQualified Purchase/Option Agreements
    
    
    
    
    
    
    0.35Unimproved Land
Lots Under Development
    
    
    
    
    
    
    0.50Finished Lots
    
    
    
    
    
    
    0.65Unsold Homes Under Construction
    
    
    
    
    
    
    0.65Completed Unsold Homes
    
    
    
    
    
    
    0.80Sold Homes
    
    
    
    
    
    
    0.80Escrow Proceeds Receivables plus
    
    
    
    
    
    
    0.90Unrestricted Cash in excess of$10,000,000
    
    
    
    
    
    
    1.00Total
    
    $
    
    
    
    
    %
    
    
    $AvailabilityLesser of:A)Borrowing Base
    
    $Less:Swing Loans Outstanding
    
    $Revolving Credit OutstandingTerm Loans OutstandingLetters of CreditTotal availability
    
    $B)Total maximum credit
    
    $Less:Swing Loans Outstanding
    
    $Revolving Credit OutstandingLetters of Credit
    
    
    
    
    
    
    
    
    
    
    'Total availability
    
    $
 Other covenants as a % of BB:
 WithinLess Than
    
    Actual
    
    Covenant?Qualified Purchase/Option Agreements
    
    
    20.0
    %
    
    
    
    
    
    
    [Y/N]Unimproved Land
    
    
    25.0
    %
    
    
    
    
    
    
    [Y/N]Lots Under Development and Finished
    
    
    50.0
    %
    
    
    
    
    
    
    [Y/N]LotsUnentitled Land
    
    $
    40,000,000
    
    
    
    
    
    
    
    [Y/N]




---



##### 



EXHIBIT H
TO CREDIT AGREEMENT
 BLOCKED DEPOSIT ACCOUNT AGREEMENT
 Agreement EH Transeastem TE/TOUSA Senior Debtors Administrative Agent [NAME OF DEPOSIT BANK] Financial
Institution Security
Agreement Lenders UCC
 Section 1. Establishment of Deposit Account.
 [IDENTIFY ACCOUNT NUMBER] [IDENTIFY EXACT TITLE OF ACCOUNT] Deposit Account Exhibit A
  Section 2. Control of the Deposit Account.




---



##### 



Section 3. Subordination of Lien; Waiver of Set-Off.
 Section 4. Choice of Law.
 Section 5. Conflict with Other Agreements.
      Section 6. Adverse Claims.




---



##### 



Section 7. Maintenance of Deposit Account.
 Notice of Sole Control.
 Statements and Confirmations.
 Tax Reporting.
 Section 8. Representations, Warranties and Covenants of the Financial Institution.
   Section 9. Indemnification of Financial Institution.




---



##### 



Section 10. Successors; Assignment.
 Section 11 Notices.
 To Debtors:
    
    EH/TRANSEASTERN, LLCTE/TOUSA SENIOR, LLCc/o Technical Olympic USA, Inc.Suite 500-N4000 Hollywood Blvd.Hollywood, FL 33021Facsimile: (954) 364-4037Attention: Patricia M. Petersen, Esq.with a copy to:
    
    GREENBERG TRAURIG P.A.
1221 Brickell Avenue 
Miami, FL 33131
Facsimile: (305) 579-0717
Attention: Paul Berkowitz, Esq.To
Administrative
Agent:
    
    DEUTSCHE BANK TRUST COMPANY
AMERICAS
200 Crescent Court, Suite 550Dallas, Texas 75201Facsimile: (214) 740-7910Attention: Ann RamseyWith a copy to:
    
    LATHAM & WATKINS LLP633 West Fifth Street, Suite 4000Los Angeles, California 90071Facsimile: (213) 891-8763Attention: Donald I. Berger, Esq.To a Lender:
    
    To the Administrative AgentFinancial
Institution:
    
    [INSERT ADDRESS]
Attention:
Telecopier




---



##### 



Section 12. Termination.
 Section 13. Counterparts.
  EH/TRANSEASTERN, LLCBy:Name:Title:TE/TOUSA SENIOR, LLCBy:Name:Title:




---



##### 



DEUTSCHE BANK TRUST
COMPANY AMERICAS,as Administrative
AgentBy:Name:Title:[NAME OF FINANCIAL INSTITUTION],
as Financial InstitutionBy:Name:Title:




---



##### 



EXHIBIT A
TO DEPOSIT ACCOUNT CONTROL AGREEMENT
 [Letterhead of Administrative Agent]
    Notice of Sole Control
  Deposit Account
  Very truly yours,DEUTSCHE BANK TRUST COMPANY AMERICAS,as Administrative AgentBy:Name:Title:
 cc:
    
    EH/TRANSEASTERN, LLC 
TE/TOUSA SENIOR, LLC




---



##### 



EXHIBIT B
TO BLOCKED DEPOSIT ACCOUNT AGREEMENT
 [Letterhead of the Administrative Agent]
    Termination of Blocked Deposit Account Agreement
 
  Very truly yours,DEUTSCHE BANK TRUST COMPANY AMERICAS,as Administrative AgentBy:Name:Title:




---



##### 



EXHIBIT I TO CREDIT AGREEMENT
 REQUEST FOR BORROWING
  TO:
    
    Deutsche Bank Trust Company Americas,
as Administrative Agent
90 Hudson Street Mail Stop: JCY05-0511
Jersey City, NJ 07302
Attention: Mr. Deirdre Wall
Facsimile: (201) 593-2310
Phone: (201)-593-2170
 Credit Agreement EH Transeastern TE/TOUSA Senior Borrowers Lenders Administrative Agent
  1.
    
    
    Date of Borrowings:
    
    
    
    August 1, 20052.
    
    
    Amount of Borrowings:
    
    
    
    $
    335,000,000




---



##### 



Interest Rate Options:
 o
 þ
 Exhibit A




---



##### 



EH/TRANSEASTERN, LLCBy:
    
    /s/ Tommy L. McAdenName: Tommy L. McAdenTitle: Executive Vice PresidentTE/TOUSA SENIOR, LLCBy:
    
    /s/ Tommy L. McAdenName: Tommy L. McAdenTitle: Executive Vice President




---



##### 



Wiring Instructions




---



##### 



EXHIBIT J TO CREDIT AGREEMENT
 FUNDING NOTICE
 Credit Agreement EH Transeastern TE/TOUSA Senior Borrowers Lenders Administrative Agent
 Credit Date
 1.
    
    Revolving Loanso
    
    Base Rate Loans:
    
    $o
    
    Eurodollar Rate Loans, with  an  Initial Interest Period of   Month(s):
    
    $2.
    
    Term Loan:
    
    $o
    
    Base Rate Loans:þ
    
    Eurodollar Rate Loans,  with  an Initial Interest Period of 1 Month:
    
    $
    335,000,0003.
    
    Swing Line Loans:
    
    $




---



##### 



Date: August 1, 2005
    
    EH/TRANSEASTERN, LLCBy:
    
    /s/ Tommy L. McAdenName: Tommy L. McAdenTitle: EVPTE/TOUSA SENIOR, LLCBy:
    
    /s/ Tommy L. McAdenName: Tommy L. McAdenTitle: EVP




---



##### 



EXHIBIT
K TO CREDIT AGREEMENT FORM OF LETTER OF CREDIT REQUEST
 1
 
  2
  Credit Agreement; Borrowers Borrower)
 3 Date of
Issuance) 4
 5 1 2
 
 1
    
    Date of Letter of Credit Request. On or after the Initial Borrowing Date and prior to
the 30th day prior to the Revolving Loan Maturity Date.2
    
    If Letter of Credit is to be issued by Deutsche Bank AG, New York Branch, insert:
Deutsche Bank AG, New York Branch, Global Loan Operations, Standby Letter of Credit Unit, 60
Wall Street, New York, New York 10005, MS NYC 60-3812. For Letters of Credit to be issued by
other Issuing Bank insert name and address of applicable Issuing Bank.3
    
    Date of Issuance, which shall be at least three (3) Business Days from the date hereof
(or such shorter period as is reasonably acceptable to the Issuing Bank).4
    
    Aggregate initial amount of the Letter of Credit.5
    
    Insert name and address of beneficiary.




---



##### 



EH/TRANSEASTERN, LLCBy:Name:Title:TE/TOUSA SENIOR, LLCBy:Name:Title:
 
 1
    
    Insert brief description of supportable obligations.2
    
    Insert the last date upon which drafts may be presented which may not be later than
the dates referred to in Section 2.4(d) of the Credit Agreement.




---



##### 



SCHEDULE A TO
LETTER OF CREDIT REQUEST




---



##### 



ENVIRONMENTAL INDEMNITY AGREEMENT
 Borrowers Borrower TOUSA Member Indemnitors Administrative Agent
 RECITALS
 Loan Agreement Lenders Lender
Parties Loan
    AGREEMENT
  UST
 1




---



##### 



Indemnified Parties
 Transfer of Ownership
  2




---



##### 



10. PURSUANT TO SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK,
INDEMNITORS AGREE THAT THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED AS TO VALIDITY,
ENFORCEMENT AND IN ALL OTHER RESPECTS, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THIS
AGREEMENT SHALL ALSO CONSTITUTE AN INDEMNITY AGREEMENT UNDER ANY APPLICABLE PROVISIONS OF THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT (42 U.S.C. SECTION 9601, ET
SEQ.), AS NOW OR HEREAFTER AMENDED.
 3




---



##### 



12. INDEMNITORS, ADMINISTRATIVE AGENT AND LENDERS, BY THEIR ACCEPTANCE OF THIS AGREEMENT,
MUTUALLY, EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY FOR ANY PROCEEDINGS
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, IN THE INTEREST OF AVOIDING DELAYS AND
EXPENSES ASSOCIATED WITH JURY TRIALS.
  4




---



##### 



INDEMNITORS:EH/TRANSEASTERN, LLCBy:Name:Title:TE/TOUSA SENIOR LLCBy:Name:Title:TOUSA HOMES, L.P.By:Name:Title:TECHNICAL OLYMPIC USA, INC.By:Name:Title:
 5




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List of Attachments
  2




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SCHEDULE A
 Legal Description




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##### 



EXHIBIT M TO CREDIT AGREEMENT
 FORM OF COMPLIANCE CERTIFICATE
 THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:
 Company Parent
 Credit Agreement
  Annex A
 EH/TRANSEASTERN, LLCBy:Name:Title: Chief Financial OfficerTE/TOUSA SENIOR, LLCBy:Name:Title: Chief Financial Officer




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##### 



ANNEX A TO
COMPLIANCE CERTIFICATE
 [mm/dd/yy]
 1. Consolidated EBITDA: sum of (a) through (n) =
    
    $[     ,     ,     ](a
    )
    
    Consolidated Net Income:
    
    $[     ,     ,     ](b
    )
    
    Consolidated Interest Expense (but only to the extent there was a
corresponding reduction to Consolidated Net Income):
    
    $[     ,     ,     ](c
    )
    
    provisions for Taxes based on income or gain,
franchise, unitary, value added, single business or other
similar concepts (but only to the
extent there was a corresponding reduction to Consolidated Net Income):
    
    $[     ,     ,     ](d
    )
    
    total depreciation expense (but only to the extent there was a
corresponding reduction to Consolidated Net Income):
    
    $[     ,     ,     ](e
    )
    
    total amortization expense
(including, without limitation, transaction fees)
(but only to the extent there was a
corresponding reduction to Consolidated Net Income):
    
    $[     ,     ,     ](f
    )
    
    fees and expenses directly incurred or
reimbursed by Parent or any of its Consolidated Subsidiaries
in connection with the Transactions (but only to the extent
there was a corresponding reduction to
Consolidated Net Income):
    
    $[     ,     ,     ](g
    )
    
    Extraordinary Gains/Losses (but only to the extent there was a
corresponding reduction to Consolidated Net Income):
    
    $[     ,     ,     ](h
    )
    
    debt prepayment fees incurred in connection with the
prepayment of any Indebtedness (but only to the extent there was a
corresponding reduction to Consolidated Net Income):
    
    $[     ,     ,     ](i
    )
    
    Permitted Tax Distributions and any other Restricted Payments
permitted by subsections [___] of Section 6.5
of the Credit Agreement (but only to the extent there was a
corresponding reduction to Consolidated Net Income):
    
    $[     ,     ,     ](j
    )
    
    write-offs, write-downs, non-cash charges and other
non-Cash items (excluding any such non-Cash item to the extent that it
represents an accrual or reserve for potential Cash items in any future period
or amortization of a prepaid Cash item that was paid in a prior period) (but
only to the extent there was a corresponding reduction to Consolidated Net
Income):
    
    $[     ,     ,     ](k
    )
    
    indemnity or insurance payments received in connection with an
Acquisition (but only to the extent there was a corresponding reduction
to Consolidated Net Income):
    
    $[     ,     ,     ](l
    )
    
    any amount by which the basis in any property or asset was increased
due to purchase accounting (due to purchase accounting related
to the Transactions) or mark to market during such period or
any prior period to the extent that such amount was recognized
as an item ofExhibit M-2




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expense reducing Consolidated Net Income, whether upon sale or
revaluation of such property or asset, collection of principal, amortization,
or otherwise (but only to the extent there was a corresponding reduction
to Consolidated Net Income):
    

$[ __, __, __ ](m
    )
    
    minority interest expense (but only to the extent there was a
corresponding reduction to Consolidated Net Income):
    
    $[ __, __, __ ]2. Consolidated Cash Interest Expense:
    
    $[ __, __, __ ]3. Consolidated Interest Expense:
    
    $[ __, __, __ ]4. Consolidated Net Income: (i) + (ii)  (iii) =
    
    $[ __, __, __ ](i
    )
    
    the net income (or loss) of Parent and its Consolidated Subsidiaries
on a consolidated basis for such period taken as a single accounting period determined
in conformity with GAAP:
    
    $[ __, __, __ ](ii)
    
    (a)
    
    the income (or loss) of any Person accrued prior to the date it
becomes a Consolidated Subsidiary of Parent or is merged into or
consolidated with Parent or any of its Consolidated Subsidiaries
or that Persons Assets are acquired by Parent or any of its Consolidated
Subsidiaries (but only to the extent included in computing such net income
(or loss) in accordance with GAAP and without duplication):
    
    $[ __, __, __ ](b)
    
    the income of any Consolidated Subsidiary of
Parent to the extent that the declaration or payment of dividends
or similar distributions by that Consolidated Subsidiary of that
income is not at the time permitted by operation of the terms of
its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that
Consolidated Subsidiary (but only to the extent included in
computing such net income (or loss) in accordance with
GAAP and without duplication):
    
    $[ __, __, __ ](c)
    
    any after-tax gains or losses attributable to
returned surplus Assets of any Pension Plan (but only to the
extent included in computing such net
income (or loss) in accordance with GAAP and without duplication):
    
    $[ __, __, __ ](d)
    
    (to the extent not included in clauses (a)
through (c) above) any net extraordinary gains (or plus net
extraordinary losses) (but only to the extent included in
computing such net income (or loss) in accordance
with GAAP and without duplication):
    
    $[ __, __, __ ]5.Consolidated Senior Debt:
    
    $[ __, __, __ ]6. Consolidated Total Debt:
    
    $[ __, __, __ ]7. Consolidated
Interest Coverage Ratio: (i)/(ii) =M-3




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##### 



(i
    )
    
    Consolidated EBITDA
for the twelve-month period ending on such date:
    
    $[ __, __, __ ](ii)
    
    Consolidated Cash Interest Expense
for the twelve-month period ending on such date:
    
    $[ __, __, __ ]Actual:
    
    _.___:1.00Required:
    
    _.___:1.008. Total Leverage Ratio: (i)/(ii) =(i
    )
    
    Consolidated Total Debt
    
    $[ __, __, __ ](ii)
    
    Consolidated EBITDA
for the four Fiscal Quarters ending on such date:
    
    $[ __, __, __ ]Actual:
    
    _.___:1.00Required:
    
    _.___:1.009. Senior Leverage Ratio: (i)/(ii) =(i
    )
    
    Consolidated Senior Debt
    
    $[ __, __, __ ](ii)
    
    Consolidated EBITDA
for the four Fiscal Quarters ending on such date:
    
    $[ __, __, __ ]Actual:
    
    _.___:l.00Required:
    
    _.___:1.0010. Minimum Liquidity I: (a) + (b) =(a
    )
    
    Revolving Commitments then in effect less Total Utilization
of Revolving Commitments:
    
    $[ __, __, __ ](b
    )
    
    aggregate amount of Cash, Cash Equivalents and
Foreign Cash Equivalents held by or credited to accounts of
the Parent and its
Consolidated Subsidiaries:
    
    $[ __, __, __ ]Actual:
    
    $[ __, __, __ ]Required:
    
    [$25,000,000]11. Minimum Liquidity II: (a) + (b) =(a
    )
    
    Revolving Commitments then in effect less Total Utilization
of Revolving Commitments:
    
    $[ __, __, __ ](b
    )
    
    aggregate amount of Cash and Cash Equivalents subject to Blocked
Deposit Account Control Agreements or Blocked Securities Account Control
Agreements
and Foreign Cash Equivalents subject to Foreign Charges Over Bank Accounts:
    
    $[ __, __, __ ]M-4




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##### 



ASSIGNMENT OF CONTRACTS, LICENSES, PERMITS,
AGREEMENTS, WARRANTIES AND APPROVALS
 Assignment       Assignor Agent
 R E C I T A L S
 Exhibit A Project Exhibit A Project
 Borrower Lenders Credit Agreement Loans
 Mortgage
   Secured Obligations Secured Obligations
   Assignment




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##### 



Contract Contracts Contracts
 Exhibit B
     Exercise of Assigned Rights
   Representations and Warranties
 -2-




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Covenants of Assignor
     Remedies
 -3-




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Enforcement of Contracts
 No Obligation of Agent: Assignor Remains Liable
 Further Assurances
 Attorney-in-Fact
 Security Agreement
 UCC
  -4-




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No Liability; Indemnity
 Termination
 Expenses Section 14
 Reinstatement
 Miscellaneous
 No Waiver
 Marshaling
 -5-




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Governing Law
 Severability
 Cumulative Remedies
 Waivers, Etc
 Successors and Assigns provided, however,
 Notices
 Headings
 WAIVER OF JURY TRIAL
 -6-




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Counterparts
  -7-




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##### 



ASSIGNOR:,
aBy:
    

,
a , itsBy:Name:Title:AGENT:DEUTSCHE BANK TRUST COMPANY AMERICASBy:Name:Title:By:Name:Title:




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##### 



Exhibit A
 [insert description of property]




---



##### 



Exhibit B
 LIST OF CERTAIN CONTRACTS




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##### 



COMPLETION GUARANTY
 Guaranty TOUSA Member Guarantors Administrative Agent
 R E
C I T A L S
 Loan Agreement Borrowers Borrower Lenders Loan
    A G
R E E M E N T
 NOW THEREFORE,
 Completion Obligations
 Defined Terms
 Development Activities
 1




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##### 



Encroachments
 Losses
 Mechanics Lien(s)
 Project
 Project
Costs
 Survey
Exceptions
 Payment of Project Costs
 Removal of Mechanics Liens
 2




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Completion of Development Activities
 Losses Arising from Survey Exceptions
 Reimbursement of Administrative Agent
 Guaranteed Obligations
 3




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Nature of Guaranty
 Rights Independent Other
Guarantor Preferential Payments
 4




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Authority to Modify the Guaranteed Obligations
 Waiver of Defenses
   5




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Subordination
 Claims
  6




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Deferral of Subrogation
 7




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Condition of Borrowers
 Representations and Warranties of Guarantor Schedule 1
 Payments Taxes
 Costs and Expenses in Enforcement
 8




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##### 



Notices
 To Guarantors:
    
    Technical Olympic USA, Inc.Suite 500-N4000 Hollywood Blvd.Hollywood, FL 33021Facsimile: (954) 364-4037Attention: Patricia M. Petersen, Esq.c/o TOUSA Homes, L.P.c/oTechnical Olympic USA, Inc.Suite 500-N4000 Hollywood Blvd.Hollywood, FL 33021Facsimile: (954) 364-4037Attention: Patricia M. Petersen, Esq.with a copy to:
    
    Greenberg Traurig P.A.1221 Brickell AvenueMiami, FL 33131Facsimile: (305) 579-0717Attention: Paul Berkowitz, Esq.To
    
    Deutsche Bank Trust Company AmericasAdministrative
    
    200 Crescent Court, Suite 550Agent:
    
    Dallas, Texas 75201Facsimile: (214) 740-7910Attention: Ann RamseyWith a copy to:
    
    Latham & Watkins LLP633 West Fifth Street, Suite 4000Los Angeles, California 90071Facsimile: (213) 891-8763Attention: Donald I. Berger, Esq.
  Termination
 9




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No Waiver: Cumulative Remedies
 Amendments
 Waivers
 Binding Agreement
 GOVERNING LAW
 JURISDICTION FORUM NON CONVENIENS,
 10




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WAIVER OF JURY TRIAL
 Severability
 Miscellaneous
 11




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##### 



IN WITNESS WHEREOF
 GUARANTORS:TECHNICAL OLYMPIC USA, INC.By:Name:Title:TOUSA HOMES, L.P.By:Name:Title:




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Schedule 1
  Organization; Requisite Power and Authority; Qualification
 (a)
    
    Such Guarantor (A) is either a corporation, a limited partnership or a limited liability
company duly incorporated, formed or organized, validly existing, and in good standing under
the laws of the state of its incorporation, organization and/or formation, (B) is duly
qualified to do business and is in good standing under the laws of each jurisdiction in which
the failure to be so qualified and in good standing will have or is reasonably expected to
have a Material Adverse Effect, and (C) has all requisite corporate, partnership or limited
liability company power and authority to own, operate and encumber its Property and to conduct
its business as presently conducted and as proposed to be conducted in connection with and
following the consummation of the transactions contemplated by this Agreement. Such Guarantor
is a single member limited liability company for purposes of federal income taxation and for
purposes of the tax laws of any state or locality in which it is subject to taxation based on
its income.(b)
    
    True, correct and complete copies of the Organizational Documents of such Guarantor
have been delivered to the Administrative Agent and have not been Modified except to the
extent indicated therein. All of the Organization Documents are in full force and effect, and
there are no defaults under such Organizational Documents (including with respect to any
restrictions on Indebtedness contained therein), and no events which, with the passage of time
or giving of notice or both, would constitute a default under such Organizational Documents
(including with respect to any restrictions on Indebtedness contained therein).(c)
    
    Such Guarantor has the requisite power and authority to execute, deliver and perform this
Agreement and each of the other Loan Documents which are required to be executed on its
behalf. The execution, delivery and performance of each of the Loan Documents which must be
executed in connection with this Agreement by such Guarantor and to which such Guarantor is a
party and the consummation of the transactions contemplated thereby are within such
Guarantors partnership, company, or corporate powers, have been duly authorized by all
necessary partnership, company, or corporate action and such authorization has not been
rescinded. No other partnership, company, or corporate action or proceedings on the part of
such Guarantor is necessary to consummate such transactions.(d)
    
    Each of the Loan Documents to which such Guarantor is a party has been duly executed and
delivered on behalf of such Guarantor and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms (subject to bankruptcy, insolvency,
reorganization, or other laws affecting creditors rights generally and to principles of
equity, regardless of whether considered in a proceeding in equity or at law), is in full
force and effect and all the terms, provisions, agreements and conditions set forth therein
and required to be performed or complied




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with by such Guarantor on or before the Closing Date have been performed or
complied with, and no Potential Default or Event of Default exists thereunder.
 No Conflict
 No Material Litigation




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##### 



This instrument was prepared by and
after recording should be returned to:
 &
 COLLATERAL ASSIGNMENT OF CONTRACTS, CONTRACT RIGHTS, AND RELATED
PROPERTY
 Assignment Assignor Agent Assignee
 RECITALS
 Borrower Lenders Credit
Agreement Loans
 Exhibit
A Project Schedule 1 Owner Principal
Contract     Memorandum of Contract
 Assignment Agreement
 Owner Consent




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Secured Obligations Secured Obligations
   Assignment Collateral
 Contract Documents
 Additional Contracts
      -2-




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Permits
   
  Exercise of Assigned Rights
   Representations and Warranties
     -3-




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Hazardous Materials Laws Hazardous Materials
Claims);
 Covenants of Assignor with Respect to Collateral
      -4-




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Inspection; Estoppel Certificates
 Hold Harmless
 -5-




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Mechanics Lien
 Remedies
 Receiver
 Enforcement of Contract Documents
 -6-




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No Obligation of Assignee: Assignor Remains Liable
 Further Assurances
 Attornev-in-Fact
 Security Agreement
 UCC
  -7-




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No Liability; Indemnity
   Termination
 -8-




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Expenses
 Reinstatement
 Miscellaneous
 No Waiver
 Marshaling
 Governing Law
 -9-




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Severability
 Cumulative Remedies
 Waivers. Etc
 Successors and Assigns provided, however,
 -10-




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Notices
 Headings
 WAIVER OF JURY TRIAL
 Counterparts
 Assignors Third Party Waivers
  -11-




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##### 



ASSIGNOR:SIGNATURES WITNESSED BY:EH/Transeastern, LLC, a Delaware Limited
Liability CompanyBy:Tommy L. McAden,Executive Vice President
 Sign:Print:Sign:Print:(Corporate Seal)
 
 
 Print Name:(NOTARIAL SEAL)
    
    Notary Public, State ofMy Commission Expires:




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APPENDIX 1  GLOSSARY
 Accounts
 Awards
 Deposited Funds
 Event of Default
 General Intangibles
 Hazardous Materials et seq.
 Impositions;




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Indebtedness
 Indemnity Agreement
 Inventory
 Personalty
 Rents




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Exhibit A
 [INSERT DESCRIPTION OF PROPERTY]




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##### 



SCHEDULE 1  DESCRIPTION OF CONTRACT
 Owner